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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 16, 2026

 

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)   (IRS Employer
Identification No.)

 

1111 Lincoln Road, Suite 500

Miami Beach, Florida

 

 

33139

(Address of principal executive offices)   (Zip Code)

 

(702) 514-4174

(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 (see General Instruction A.2. below):

 

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(s)   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 8.01 Other Events.

  

The warrants of Pasithea Therapeutics Corp. (the “Company”) to purchase shares of the Company's common stock, which trade on The Nasdaq Capital Market (“Nasdaq”) under the symbol “KTTAW” (the “Warrants”), will expire on September 17, 2026 in accordance with their terms as provided in the Warrant Agency Agreement between the Company and VStock Transfer, LLC, as warrant agent. Any Warrants not exercised prior to expiration will cease to be exercisable and will be of no further value.

 

In connection with the expiration, the Warrants will cease trading on Nasdaq, and a Notification of Removal from Listing and Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 will be filed with the Securities and Exchange Commission to delist the Warrants and deregister them under Section 12(b) of the Exchange Act.

 

The Company's common stock, par value $0.0001 per share, will continue to trade on Nasdaq under the symbol “KTTA.”

 

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SIGNATURES

 

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 16, 2026 By: /s/ Tiago Reis Marques
    Name: Tiago Reis Marques
    Title: Chief Executive Officer

 

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