0001841330
false
0001841330
2023-09-14
2023-09-14
0001841330
KTTA:CommonStockParValue0.0001PerShareMember
2023-09-14
2023-09-14
0001841330
KTTA:WarrantsToPurchaseSharesOfCommonStockParValue0.0001PerShareMember
2023-09-14
2023-09-14
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 14, 2023
Pasithea Therapeutics Corp.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-40804 |
|
85-1591963 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
1111 Lincoln Road, Suite 500
Miami Beach, FL 33139
(Address of principal executive offices, including
zip code)
(786) 977-3380
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to
Section 12(b) of the Act:
Title of Each Class: |
|
Trading Symbol |
|
Name of Each Exchange on which Registered |
Common Stock, par value $0.0001 per share |
|
KTTA |
|
The Nasdaq Capital Market |
Warrants to purchase shares of common stock, par value $0.0001 per share |
|
KTTAW |
|
The Nasdaq Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01. Regulation FD Disclosure.
On September 14, 2023, the Company issued a
press release relating to the expiration and final results of the Tender Offer (defined below) described in Item 8.01
hereof, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by
reference.
The information included in this Item 7.01 and
Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed “filed” for the purposes of or otherwise subject to the
liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless expressly incorporated
into a filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act made after the date hereof, the information
contained in this Item 7.01 and Exhibit 99.1 hereto shall not be incorporated by reference into any filing of the Company, whether made
before or after the date hereof, regardless of any general incorporation language in such filing.
Item 8.01. Other Events
On September 14, 2023, the Company disclosed the final results of its previously
announced tender offer to acquire up to 5,714,285 shares of the Company’s common stock, par
value $0.0001 per share, at a price of $0.70 per share in cash, less any applicable withholding taxes and without interest (the
“Tender Offer”).
Based on the final results
provided by Broadridge Corporate Issuer Solutions, LLC, the depositary for the Tender Offer (the “Depositary”), 5,323,451
shares of the Company’s common stock were validly tendered and not properly withdrawn at a purchase price of $0.70 per share. Accordingly,
there will be no proration and the Company has accepted for purchase all shares of common stock validly tendered and not properly withdrawn
in the Tender Offer. The Depositary will promptly pay for all of the shares of common stock accepted for purchase in accordance with the
terms and conditions of the Tender Offer.
The Company has 20,819,956
shares of common stock outstanding following payment for the shares of common stock purchased in the Tender Offer.
Broadridge Corporate
Issuer Solutions, LLC, is also serving as the information agent for the Tender Offer. For all questions relating to the Tender Offer,
please contact: Secretary, Pasithea Therapeutics Corp., 1111 Lincoln Road, Suite 500, Miami Beach, Florida 33139, Email info@pasithea.com,
Telephone (786) 977-3380 or Broadridge Corporate Issuer Solutions, LLC, Telephone (855) 793-5068, email shareholder@broadridge.com.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Signature
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
PASITHEA THERAPEUTICS CORP. |
|
|
|
Dated: September 14, 2023 |
By: |
/s/ Tiago Reis Marques |
|
|
Tiago Reis Marques |
|
|
Chief Executive Officer |
3
Exhibit 99.1
Pasithea
Therapeutics Corp. Announces Final Results of Tender Offer
--
Purchases All 5,323,451 Shares Validly Tendered at $0.70 per Share --
PALO
ALTO, Calif. and MIAMI, Florida, September 14, 2023 (GLOBE NEWSWIRE) -- Pasithea Therapeutics Corp. (NASDAQ: KTTA) (“Pasithea”
or the “Company”), a biotechnology company focused on the discovery, research, and development of innovative treatments for
central nervous system (CNS) disorders, today announced the final results of its previously announced tender offer to acquire up to 5,714,285
shares of its common stock, par value $0.0001 per share, at a price of $0.70 per share in cash, less any applicable withholding taxes
and without interest. The tender offer expired at 5:00 p.m. on September 8, 2023 and was funded entirely through the Company’s
cash on hand.
Based
on the final results, a total of 5,323,451 shares of common stock were validly tendered and not withdrawn. Accordingly, there has been
no proration and the Company has accepted for purchase all shares of common stock validly tendered.
“We
believe Pasithea stockholders have sent a clear signal expressing confidence in our go-forward plans, given that lower than the maximum
quantity of shares was tendered in the offer. We are happy to execute this stock buyback and provide liquidity to stockholders who were
seeking an exit, at a premium to the prevailing market price, and at the same time provide remaining stockholders who did not want to
participate an opportunity to increase their relative percentage ownership in Pasithea at no additional cost to them. Over the past 9
months Pasithea has repurchased in excess of 8.5 million shares of common stock,” commented Dr. Tiago Reis Marques, CEO of Pasithea.
“Pasithea has successfully executed these repurchases while preserving sufficient cash to continue to execute its business plan
and achieve upcoming value-creating milestones in its existing therapeutic pipeline. We look forward to advancing our next generation
macrocyclic MEK inhibitor into the clinic as well as selecting our lead Alpha 5 Beta 1 drug candidate for the treatment of ALS,”
concluded Dr. Marques.
Following
completion of the tender offer there will be 20,819,956 shares of Pasithea’s common stock outstanding.
Broadridge
Corporate Issuer Solutions, LLC (“Broadridge”), the depositary for the tender offer, will promptly pay for all of the shares
of common stock accepted for purchase in accordance with the terms and conditions of the tender offer.
Broadridge
is also serving as the information agent for the tender offer. For all questions relating to the tender offer, please contact: Secretary,
Pasithea Therapeutics Corp., 1111 Lincoln Road, Suite 500, Miami Beach, Florida 33139, Email info@pasithea.com, Telephone (786) 977-3380
or Broadridge Corporate Issuer Solutions, LLC, Telephone (855) 793-5068, email shareholder@Broadridge.com.
About
Pasithea Therapeutics Corp.
Pasithea
is a biotechnology company primarily focused on the discovery, research and development of innovative treatments for central nervous
system (CNS) disorders and RASopathies. With an experienced team of experts in the fields of neuroscience, translational medicine, and
drug development, Pasithea is developing new molecular entities for the treatment of neurological disorders, including Neurofibromatosis
type 1 (NF1), Amyotrophic Lateral Sclerosis (ALS) and Multiple Sclerosis (MS).
Forward
Looking Statements
This
press release contains statements that constitute “forward-looking statements” made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include all statements, other than statements
of historical fact, regarding the Company’s current views and assumptions with respect to future events regarding its business,
as well as other statements with respect to the Company’s plans, assumptions, expectations, beliefs and objectives with respect
to statements about the tender offer, including the value of the Company’s common stock purchased in the tender offer, the success
of the Company’s current and future business strategies, product development, clinical studies, clinical and regulatory timelines,
market opportunity, competitive position, business strategies, potential growth opportunities and other statements that are predictive
in nature. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company. While
the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking
statements, which are based on information available to the Company on the date of this release. These forward-looking statements are
based upon current estimates and assumptions and are subject to various risks and uncertainties, including factors set forth in the Company’s
most recent Form 10-K, Form 10-Q and other factors set forth in the Company’s most recent Annual Report on Form 10-K, Quarterly
Report on Form 10-Q and other filings made with the U.S. Securities and Exchange Commission (SEC). Thus, actual results could be materially
different. The Company undertakes no obligation to update these statements whether as a result of new information, future events or otherwise,
after the date of this release, except as required by law.
Contact
Patrick
Gaynes
Corporate
Communications
pgaynes@pasithea.com
Information
Agent
Broadridge
Corporate Issuer Solutions, LLC
(855)
793-5068
shareholder@Broadridge.com
v3.23.2
Cover
|
Sep. 14, 2023 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Sep. 14, 2023
|
Entity File Number |
001-40804
|
Entity Registrant Name |
Pasithea Therapeutics Corp.
|
Entity Central Index Key |
0001841330
|
Entity Tax Identification Number |
85-1591963
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
1111 Lincoln Road
|
Entity Address, Address Line Two |
Suite 500
|
Entity Address, City or Town |
Miami Beach
|
Entity Address, State or Province |
FL
|
Entity Address, Postal Zip Code |
33139
|
City Area Code |
786
|
Local Phone Number |
977-3380
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
Common Stock, par value $0.0001 per share |
|
Title of 12(b) Security |
Common Stock, par value $0.0001 per share
|
Trading Symbol |
KTTA
|
Security Exchange Name |
NASDAQ
|
Warrants to purchase shares of common stock, par value $0.0001 per share |
|
Title of 12(b) Security |
Warrants to purchase shares of common stock, par value $0.0001 per share
|
Trading Symbol |
KTTAW
|
Security Exchange Name |
NASDAQ
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=KTTA_CommonStockParValue0.0001PerShareMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=KTTA_WarrantsToPurchaseSharesOfCommonStockParValue0.0001PerShareMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
Pasithea Therapeutics (NASDAQ:KTTA)
過去 株価チャート
から 4 2024 まで 5 2024
Pasithea Therapeutics (NASDAQ:KTTA)
過去 株価チャート
から 5 2023 まで 5 2024