KTTAW / Pasithea Therapeutics Corp. - Equity Warrant - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

TO THE Pasithea Therapeutics CORP. 2023 STOCK Incentive Plan

Exhibit 10.1 AMENDMENT TO THE Pasithea Therapeutics CORP. 2023 STOCK Incentive Plan This Amendment (the “Amendment”) to the 2023 Stock Incentive Plan (the “Plan”) of Pasithea Therapeutics Corp. (the “Company”), is made as of July 14, 2025. All capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Plan. W I T N E S S E T H: WHEREAS, Section 1

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 3, 2025 Pasithea Therap

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 3, 2025 Pasithea Therapeutics Corp. (Exact name of registrant as specified in its charter) Delaware 001-40804 85-1591963 (State or other jurisdiction of incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-40804 PASITHEA THERAPEUTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Shareholder Director Nominations

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): July 10, 2025 PASITHEA THERAPEUTICS CORP. (Exact name of registrant as specified in its charter) Delaware 001-40804 85-1591963 (State or other jurisdiction (Commission (IRS Employer o

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): June 23, 2025 PASITHEA THERAPEUTI

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): June 23, 2025 PASITHEA THERAPEUTICS CORP. (Exact name of registrant as specified in its charter) Delaware 001-40804 85-1591963 (State or other jurisdiction (Commission File Number) (I

Pasithea Therapeutics Corp. Up to $2,151,000 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-271010 PROSPECTUS SUPPLEMENT (To Prospectus Supplement dated November 26, 2024, to Prospectus dated April 19, 2023) Pasithea Therapeutics Corp. Up to $2,151,000 Common Stock This prospectus supplement amends and supplements the information in the prospectus, dated April 19, 2023, filed as a part of our registration statement on Form S-3 (File N

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): June 20, 2025 PASITHEA THERAPEUTI

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): June 20, 2025 PASITHEA THERAPEUTICS CORP. (Exact name of registrant as specified in its charter) Delaware 001-40804 85-1591963 (State or other jurisdiction (Commission (IRS Employer o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-40804 PASITHEA THERAPEUTI

Form of May 2025 Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 7, 2025).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 6, 2025, between Pasithea Therapeutics Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and condition

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): May 6, 2025 PASITHEA THERAPEUTICS CORP. (Exact Name of registrant as Specified in its Charter) Delaware 001-40804 85-1591963 (State or Other Jurisdiction of incorporation) (Commission

Pasithea Therapeutics Announces Pricing of $5 Million Public Offering

Exhibit 99.1 Pasithea Therapeutics Announces Pricing of $5 Million Public Offering Miami, FL / GLOBE NEWSWIRE / May 6, 2025/ Pasithea Therapeutics, Corp. (“Pasithea,” or the “Company”) (Nasdaq: KTTA; KTTAW), a clinical-stage biotechnology company developing PAS-004, a next-generation macrocyclic MEK inhibitor, for the treatment of neurofibromatosis type 1 (NF1) and other cancer indications, today

Pasithea Therapeutics Announces Closing of $5 Million Public Offering Additional Gross Proceeds of Approximately $1.3 Million Received Upon Exercise of Certain Warrants Issued in the Public Offering

Exhibit 99.2 Pasithea Therapeutics Announces Closing of $5 Million Public Offering Additional Gross Proceeds of Approximately $1.3 Million Received Upon Exercise of Certain Warrants Issued in the Public Offering Miami, FL / GLOBE NEWSWIRE / May 7, 2025/ Pasithea Therapeutics, Corp. (“Pasithea,” or the “Company”) (Nasdaq: KTTA; KTTAW), a clinical-stage biotechnology company developing PAS-004, a ne

3,094,284 Shares of Common Stock 477,144 Pre-Funded Warrants to Purchase up to 477,144 Shares of Common Stock 477,144 Shares of Common Stock underlying Pre-Funded Warrants 3,571,428 Series C Common Warrants to Purchase up to 3,571,428 Shares of Commo

Filed Pursuant to Rule 424(b)(4) Registration Statement 333-286889 PROSPECTUS 3,094,284 Shares of Common Stock 477,144 Pre-Funded Warrants to Purchase up to 477,144 Shares of Common Stock 477,144 Shares of Common Stock underlying Pre-Funded Warrants 3,571,428 Series C Common Warrants to Purchase up to 3,571,428 Shares of Common Stock 3,571,428 Series D Common Warrants to Purchase up to 3,571,428 Shares of Common Stock 7,142,856 Shares of Common Stock underlying Series C Common Warrants and Series D Common Warrants We are offering on a reasonable best efforts basis up to 3,094,284 shares of our common stock, par value $0.

Form of May 2025 Placement Agent Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed with the SEC on May 7, 2025).

Exhibit 4.3 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Pasithea Therapeutics Corp. Warrant Shares: Issue Date: May 7, 2025 Initial Exercise Date: May 7, 2025 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set

Form of Series C/D Common Warrant.

Exhibit 4.2 SERIES [C][D] COMMON STOCK PURCHASE WARRANT Pasithea Therapeutics Corp. Warrant Shares: Issue Date: May 7, 2025 Initial Exercise Date: May 7, 2025 THIS SERIES [C] [D] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set for

Filing Fee Table.*

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Pasithea Therapeutics Corp.

Form of Placement Agent Warrant issued in this Offering.*

Exhibit 4.13 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Pasithea Therapeutics Corp. Warrant Shares: Issue Date:, 2025 [Initial Exercise Date: , 2025]1 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth,

Form of May 2025 Pre-Funded Warrant (incorporated by reference to Exhibit 4.11 to the Company’s Registration Statement on Form S-1 (File No. 333-286889), filed with the SEC on May 1, 2025).

Exhibit 4.11 PRE-FUNDED COMMON STOCK PURCHASE WARRANT Pasithea Therapeutics Corp. Warrant Shares: Issue Date:, 2025 Initial Exercise Date: , 2025 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time o

May 1, 2025

May 1, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549 Re: Pasithea Therapeutics Corp. Registration Statement on Form S-1 File No. 333-286889 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), H.C. Wainwright & Co., LLC. (“Wainwright”), as placement agen

Form of Series C/D Common Warrant issued in this Offering.*

Exhibit 4.12 SERIES [C][D] COMMON STOCK PURCHASE WARRANT Pasithea Therapeutics Corp. Warrant Shares: Issue Date:, 2025 Initial Exercise Date: , 2025 THIS SERIES [C] [D] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any

Form of Securities Purchase Agreement to be entered into in this Offering.*

Exhibit 10.14 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [], 2025, between Pasithea Therapeutics Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions

May 1, 2025

May 1, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

As filed with the Securities and Exchange Commission on May 1, 2025

As filed with the Securities and Exchange Commission on May 1, 2025 Registration No.

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): April 23, 2025

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): April 23, 2025 PASITHEA THERAPEUTICS CORP. (Exact Name of registrant as Specified in its Charter) Delaware 001-40804 85-1591963 (State or Other Jurisdiction of incorporation) (Commiss

Letter from Marcum dated April 23, 2025.

Exhibit 16.1 April 23, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Pasithea Therapeutics Corp. under Item 4.01 of its Form 8-K. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Pasithea Therapeutics Corp. Very truly yours, /

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

As confidentially submitted to the Securities and Exchange Commission on [ ], 2025.

Insider Trading Policy.

Exhibit 19.1 PASITHEA THERAPEUTICS CORP. INSIDER TRADING POLICY 1. BACKGROUND AND PURPOSE 1.1 Why Have We Adopted This Policy? The federal securities laws prohibit any member of the Board of Directors (a “Director”) or employee of Pasithea Therapeutics Corp. (the “Company”) from purchasing or selling Company securities on the basis of material nonpublic information concerning the Company, or from

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40804 PASITHEA THERAP

Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 of the Company’s Annual Report on Form 10-K filed with the Commission on March 24, 2025).

Exhibit 21.1 Subsidiaries of Pasithea Therapeutics Corp. Legal Name Jurisdiction Alpha 5 Integrin, LLC Delaware AlloMek Therapeutics, LLC Delaware Pasithea MarcoMEK Pty Ltd Australia

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): November 26, 2024 PASITHEA THERAPEUTICS CORP. (Exact name of registrant as specified in its charter) Delaware 001-40804 85-1591963 (State or other jurisdiction of incorporation) (Comm

Pasithea Therapeutics Corp. Up to $2,076,000 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-271010 PROSPECTUS SUPPLEMENT (To Prospectus dated April 19, 2023) Pasithea Therapeutics Corp. Up to $2,076,000 Common Stock We have entered into an At The Market Offering Agreement, or the sales agreement, with H.C. Wainwright & Co., LLC, or Wainwright, dated November 26, 2024, relating to the sale of shares of our common stock, par value $0.00

ATM Agreement, dated November 26, 2024, by and between Pasithea Therapeutics Corp. and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 26, 2024).

Exhibit 1.1 AT THE MARKET OFFERING AGREEMENT November 26, 2024 H.C. Wainwright & Co., LLC 430 Park Avenue New York, New York 10022 Ladies and Gentlemen: Pasithea Therapeutics Corp., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows: 1. Definitions. The terms that follow, when used

KTTA / Pasithea Therapeutics Corp. / ARMISTICE CAPITAL, LLC Passive Investment

SC 13G 1 armistice-ktta093024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PASITHEA THERAPEUTICS CORP. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 70261F202 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-40804 PASITHEA THERAP

3,743,905 Shares of Common Stock Issuable Upon Exercise of Outstanding Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-282532 PROSPECTUS 3,743,905 Shares of Common Stock Issuable Upon Exercise of Outstanding Warrants This prospectus relates to the resale of up to 3,743,905 shares of Pasithea Therapeutics Corp. (the “Company,” “we,” “our” or “us”) common stock, par value $0.0001 per share, by the Selling Stockholders listed in this prospectus (the “Selling Stock

October 10, 2024

October 10, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 4720 100 F Street, N.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Pasithea Therapeutics Corp.

As filed with the Securities and Exchange Commission on October 7, 2024

As filed with the Securities and Exchange Commission on October 7, 2024 Registration No.

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 30, 2024).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on September 30, 2024).

Exhibit 10.2 EXHIBIT B REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 26, 2024, by and between Pasithea Therapeutics Corp., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant

Form of Warrant (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the SEC on September 30, 2024).

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Pasithea Therapeutics Announces $5 Million Private Placement Priced At-The-Market Under Nasdaq Rules

Exhibit 99.1 Pasithea Therapeutics Announces $5 Million Private Placement Priced At-The-Market Under Nasdaq Rules MIAMI, FL., September 26, 2024 (GLOBE NEWSWIRE) - Pasithea Therapeutics Corp. (NASDAQ: KTTA) (“Pasithea” or the “Company”), a clinical-stage biotechnology company developing PAS-004, a next-generation macrocyclic MEK inhibitor, for the treatment of neurofibromatosis type 1 (NF1) and ot

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 30, 2024).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 26, 2024, between Pasithea Therapeutics Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and co

Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K filed with the SEC on September 30, 2024).

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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 26, 2024 Pasithea Therapeutics Corp. (Exact name of registrant as specified in its charter) Delaware 001-40804 85-1591963 (State or other jurisdiction of incorporation) (Com

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 26, 2024 Pasithea Thera

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 26, 2024 Pasithea Therapeutics Corp. (Exact name of registrant as specified in its charter) Delaware 001-40804 85-1591963 (State or other jurisdiction of incorporation) (Com

Pasithea Therapeutics Announces Positive Initial Safety, Tolerability, Pharmacokinetic (PK), and Preliminary Efficacy Data from its Phase 1 Clinical Trial of PAS-004 in Advanced Cancer -- Single patient in 2mg cohort with stage 3 colon cancer who rec

Exhibit 99.1 Pasithea Therapeutics Announces Positive Initial Safety, Tolerability, Pharmacokinetic (PK), and Preliminary Efficacy Data from its Phase 1 Clinical Trial of PAS-004 in Advanced Cancer - Single patient in 2mg cohort with stage 3 colon cancer who received 4 prior lines of therapy achieves prolonged stable disease and remains on drug into 6th dosing cycle - - No treatment-related advers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-40804 PASITHEA THERAPEUTIC

Submission of Matters to a Vote of Security Holders

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): June 26, 2024 Pasithea Therapeutics Corp. (Exact name of registrant as specified in its charter) Delaware 001-40804 85-1591963 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

Shareholder Director Nominations

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): May 13, 2024 Pasithea Therapeutics Corp. (Exact name of registrant as specified in its charter) Delaware 001-40804 85-1591963 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-40804 PASITHEA THERAPEUTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40804 PASITHEA THERAP

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Pasithea Therapeutics Corp.

Consulting Agreement between Pasithea Therapeutics Corp. and Dr. Lawrence Steinman, dated November 13, 2023.

Exhibit 10.20 CONSULTING AGREEMENT Effective November 13, 2023, Lawrence Steinman (“Consultant”) and Pasithea Therapeutics Corp. (the “Company”) agree as follows: 1. Services; Payment; No Violation of Rights or Obligations. Consultant agrees to undertake and complete the services set forth and described in Exhibit A in accordance with and on the schedule specified in Exhibit A and other such matte

Clawback Policy.

Exhibit 97.1 PASITHEA THERAPEUTICS CORP. COMPENSATION RECOVERY POLICY (Adopted and approved on October 6, 2023, and effective as of December 1, 2023) 1. Purpose Pasithea Therapeutics Corp. (the “Company”) is committed to promoting high standards of honest and ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, the Company has adopted thi

As filed with the Securities and Exchange Commission on March 28, 2024

As filed with the Securities and Exchange Commission on March 28, 2024 Registration No.

As filed with the Securities and Exchange Commission on March 29, 2024

As filed with the Securities and Exchange Commission on March 29, 2024 Registration No.

Exhibit 4.7

Exhibit 4.7 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Pasithea Therapeutics Corp. (the “Company”, “we” or “our”) has common stock, par value $0.0001 per share (“Common Stock”), and warrants issued in connection with our initial public offering exercisable to purchase shares of Common Stock (“Warrants”), registered under Sect

Subsidiaries of the Registrant.

Exhibit 21.1 Subsidiaries of Pasithea Therapeutics Corp. Legal Name Jurisdiction Alpha 5 Integrin, LLC Delaware AlloMek Therapeutics, LLC Delaware

Other Events

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): January 17, 2024 Pasithea Therapeutics Corp. (Exact name of registrant as specified in its charter) Delaware 001-40804 85-1591963 (State or other jurisdiction of incorporation) (Commi

Second Amended and Restated Certificate of Incorporation of Pasithea Therapeutics Corp., dated December 29, 2023. (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K, filed with the Commission on January 2, 2024).

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PASITHEA THERAPEUTICS CORP. Pasithea Therapeutics Corp. (the “Company”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows: 1. The name of the Company is Pasithea Therapeutics Corp. The date of the filing of the Company’s original certifica

Second Amended and Restated Bylaws of Pasithea Therapeutics Corp., dated December 29, 2023, (incorporated by reference to Exhibit 3.2 of the Company’s Form 8-K, filed with the Commission on January 2, 2024).

Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF Pasithea Therapeutics Corp. a Delaware Corporation (as amended and restated through December 29, 2023) ARTICLE I STOCKHOLDERS 1.1 Place of Meetings. All meetings of stockholders shall be held at such place, if any, as may be designated from time to time by the Board of Directors (the “Board”) of Pasithea Therapeutics Corp. (the “Corporation”), the

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): December 29, 2023 Pasithea Therap

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): December 29, 2023 Pasithea Therapeutics Corp. (Exact name of registrant as specified in its charter) Delaware 001-40804 85-1591963 (State or other jurisdiction of incorporation) (Comm

Certificate of Termination of Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Pasithea Therapeutics Corp., dated December 29, 2023.

Exhibit 3.3 CERTIFICATE OF TERMINATION OF CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PASITHEA THERAPEUTICS CORP. Pursuant to Section 103(d) of the General Corporation Law of the State of Delaware (the “DGCL”), Pasithea Therapeutics Corp., a corporation organized and existing under the laws of the State of Delaware, does hereby certify: FIRST: That a Certif

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Pasithea Therapeutics Corp., dated December 29, 2023 (incorporated by reference to exhibit 3.4 of the Company’s Form 8-K, filed with the Commission on January 2, 2024).

Exhibit 3.4 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PASITHEA THERAPEUTICS CORP. Pasithea Therapeutics Corp. (the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows: FIRST: That the certificate of incorporation of the Corporation, as heretofor

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): December 28, 2023 Pasithea Therap

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): December 28, 2023 Pasithea Therapeutics Corp. (Exact name of registrant as specified in its charter) Delaware 001-40804 85-1591963 (State or other jurisdiction of incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Pasithea Therapeutics Corp., dated December 28, 2023.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PASITHEA THERAPEUTICS CORP. Pasithea Therapeutics Corp. (the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows: FIRST: That the certificate of incorporation of the Corporation, as heretofore amend

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): December 19, 2023 Pasithea Therap

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): December 19, 2023 Pasithea Therapeutics Corp. (Exact name of registrant as specified in its charter) Delaware 001-40804 85-1591963 (State or other jurisdiction of incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

Pasithea Therapeutics Corp. 2023 Stock Incentive Plan (incorporated by reference to exhibit 10.1 of the Company’s Form 8-K filed with the Commission on December 19, 2023).

Exhibit 10.1 Pasithea Therapeutics CORP. 2023 STOCK Incentive Plan 1. Establishment and Purpose 1.1 The purpose of Pasithea Therapeutics Corp.’s 2023 Stock Incentive Plan (the “Plan”) is to provide a means whereby eligible employees, officers, non-employee directors and other individual service providers develop a sense of proprietorship and personal involvement in the development and financial su

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-40804 PASITHEA THERAP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Shareholder Director Nominations

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): October 6, 2023 Pasithea Therapeutics Corp. (Exact name of registrant as specified in its charter) Delaware 001-40804 85-1591963 (State or Other Jurisdiction of Incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Pasithea Therapeutics Corp. (Name of Subject Company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Pasithea Therapeutics Corp. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Common Stock, par value $0.0001 per share (Title of Class of Securities) 70261F103 (CUSIP Number of Class of

Pasithea Therapeutics Corp. Announces Final Results of Tender Offer -- Purchases All 5,323,451 Shares Validly Tendered at $0.70 per Share --

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 treatmen

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Pasithea Therapeutics Corp. (Name of Subject Company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Pasithea Therapeutics Corp. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Common Stock, par value $0.0001 per share (Title of Class of Securities) 70261F103 (CUSIP Number of Class of

James B. O’Grady

James B. O’Grady 1251 Avenue of the Americas Partner New York, New York 10020 T (646) 414-6849 E: [email protected] August 21, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Christina Chalk Blake Grady Re: Pasithea Therapeutics Corp. Schedule TO-I filed on August 9, 2023 File No. 005-92867 Ladi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Pasithea Therapeutics Corp. (Name of Subject Company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Pasithea Therapeutics Corp. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Common Stock, par value $0.0001 per share (Title of Class of Securities) 70261F103 (CUSIP Number of Class of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Pasithea Therapeutics Corp. (Name of Subject Company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Pasithea Therapeutics Corp. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Common Stock, par value $0.0001 per share (Title of Class of Securities) 70261F103 (CUSIP Number of Class of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-40804 PASITHEA THERAPEUTIC

Offer of Employment, dated as of June 21, 2022, between Pasithea Therapeutics Corp. and Dr. Graeme Currie.

Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”. June 21, 2022 Graeme Currie [***] Delivered via Email Re: Offer of Employment Dear Dr. Graeme Currie: We

Letter of Transmittal.

EXHIBIT (a)(1)(B) LETTER OF TRANSMITTAL For Tender of Shares of Common Stock Pursuant to the Offer to Purchase, Dated August 9, 2023 by Pasithea Therapeutics Corp.

Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees, dated August 9, 2023.

EXHIBIT (a)(1)(D) Offer to Purchase for Cash by Pasithea Therapeutics Corp. Up to 5,714,285 Shares of its Common Stock At a Cash Purchase Price of $0.70 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 8, 2023, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). August

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.  ) Pasithea Therapeutics Corp. (Name of Subject Compan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.  ) Pasithea Therapeutics Corp. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Common Stock, par value $0.0001 per share (Title of Class of Securities)   70261F103 (CUSIP Number of Class of

Form of Notice of Withdrawal.

EXHIBIT (a)(1)(F) Notice of Withdrawal For Tender of Shares of Common Stock Pursuant to the Offer to Purchase, Dated August 9, 2023 by Pasithea Therapeutics Corp.

Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees, dated August 9, 2023.

EXHIBIT (a)(1)(E) Offer to Purchase for Cash by Pasithea Therapeutics Corp. Up to 5,714,285 Shares of its Common Stock At a Cash Purchase Price of $0.70 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 8, 2023, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). August

Notice of Guaranteed Delivery.

EXHIBIT (a)(1)(C) Notice of Guaranteed Delivery For Tender of Shares of Common Stock of Pasithea Therapeutics Corp.

Offer to Purchase, dated August 9, 2023.

TABLE OF CONTENTS EXHIBIT (a)(1)(A) Offer to Purchase by Pasithea Therapeutics Corp.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table SC TO-I (Form Type) Pasithea Therapeutics Corp.

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): July 20, 2023 Pasithea Therapeuti

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): July 20, 2023 Pasithea Therapeutics Corp. (Exact name of registrant as specified in its charter) Delaware 001-40804 85-1591963 (State or Other Jurisdiction of Incorporation) (Commissi

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): July 19, 2023 Pasithea Therapeuti

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): July 19, 2023 Pasithea Therapeutics Corp. (Exact name of registrant as specified in its charter) Delaware 001-40804 85-1591963 (State or Other Jurisdiction of Incorporation) (Commissi

Press release of Pasithea Therapeutics Corp. issued July 20, 2023.

Exhibit 99.1 Pasithea Therapeutics Announces Intention to Commence a $4.0 Million Tender Offer for its Common Stock at Price of $0.70 per Share in Cash - Tender Offer Expected to Close Third Quarter of 2023 - PALO ALTO, Calif. and MIAMI, Florida, July 20, 2023 (GLOBE NEWSWIRE) - Pasithea Therapeutics Corp. (NASDAQ: KTTA) (“Pasithea” or the “Company”), a biotechnology company focused on the discove

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): July 20, 2023 Pasithea Therapeuti

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): July 20, 2023 Pasithea Therapeutics Corp. (Exact name of registrant as specified in its charter) Delaware 001-40804 85-1591963 (State or Other Jurisdiction of Incorporation) (Commissi

Pasithea Therapeutics Announces Intention to Commence a $4.0 Million Tender Offer for its Common Stock at Price of $0.70 per Share in Cash -- Tender Offer Expected to Close Third Quarter of 2023 --

Exhibit 99.1 Pasithea Therapeutics Announces Intention to Commence a $4.0 Million Tender Offer for its Common Stock at Price of $0.70 per Share in Cash - Tender Offer Expected to Close Third Quarter of 2023 - PALO ALTO, Calif. and MIAMI, Florida, July 20, 2023 (GLOBE NEWSWIRE) - Pasithea Therapeutics Corp. (NASDAQ: KTTA) (“Pasithea” or the “Company”), a biotechnology company focused on the discove

KTTA / Pasithea Therapeutics Corp / STEINMAN LAWRENCE - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Pasithea Therapeutics Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 70261F103 (CUSIP Number) Tiago Reis Marques Chief Executive Officer 1111 Lincoln Road, Suite 500 Miami Beach, Florida 33139 Telephone Num

Pasithea Therapeutics Corp. 16,418,870 Shares of Common Stock

Sounds Filed Pursuant to Rule 424(b)(3) Registration No. 333-271896 PROSPECTUS Pasithea Therapeutics Corp. 16,418,870 Shares of Common Stock This prospectus relates to the resale of up to 16,418,870 shares of Pasithea Therapeutics Corp. (the “Company,” “we,” “our,” or “us”) common stock, par value $0.0001 per share (“common stock”), by the selling stockholders listed in this prospectus or their pe

June 1, 2023

June 1, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

May 17, 2023

May 17, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-40804 PASITHEA THERAPEUTI

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Pasithea Therapeutics Corp.

Form of Warrant Issued in acquisition of Alpha-5 integrin, LLC (incorporated by reference to Exhibit 4.4 of the Company’s Form S-3 (File No. 333-271896) filed with the Commission on May 12, 2023).

Exhibit 4.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

As filed with the Securities and Exchange Commission on May 12, 2023

As filed with the Securities and Exchange Commission on May 12, 2023 Registration No.

Form of Warrants Issued in acquisition of AlloMek Therapeutics, LLC (incorporated by reference to Exhibit 4.3 of the Company’s Form S-3 (File No. 333-271896) filed with the Commission on May 12, 2023).

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Pasithea Therapeutics Corp. 1111 Lincoln Road, Suite 500 Miami Beach, Florida 33139 Tel: (702) 514-4174

Pasithea Therapeutics Corp. 1111 Lincoln Road, Suite 500 Miami Beach, Florida 33139 Tel: (702) 514-4174 April 17, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Pasithea Therapeutics Corp. Registration Statement on Form S-3 (File No. 333-271010) Filed on March 30, 2023 Ladies and Gentlemen: Pasithea Ther

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-408

Subsidiaries of the Registrant.

Exhibit 21.1 Subsidiaries of Pasithea Therapeutics Corp. Legal Name Jurisdiction Pasithea Therapeutics Limited United Kingdom Pasithea Clinics Corp. Delaware Pasithea Therapeutics Portugal, Sociedade Unipessoal Lda Portugal Alpha 5 Integrin, LLC Delaware AlloMek Therapeutics, LLC Delaware

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Pasithea Therapeutics Corp.

As filed with the Securities and Exchange Commission on March 30, 2023

As filed with the Securities and Exchange Commission on March 30, 2023 Registration No.

Description of Securities.

Exhibit 4.4 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2022, Pasithea Therapeutics Corp. (the “Company”, “we” or “our”) had common stock, par value $0.0001 per share (“Common Stock”), and warrants issued in connection with our initial public offering exercisable to purchase shares of Common Stock (“Warrants

As filed with the Securities and Exchange Commission on March 30, 2023

As filed with the Securities and Exchange Commission on March 30, 2023 Registration No.

Amended & Restated Bylaws of Pasithea Therapeutics Corp.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF Pasithea Therapeutics Corp. a Delaware Corporation (as amended and restated through March 29, 2023) TABLE OF CONTENTS ARTICLE I. DEFINITIONS 1 1.1. Definitions. 1 1.2. Offices. 1 ARTICLE II. OFFICES 1 2.1. Principal Office. 1 2.2. Registered Office. 1 2.3. Other Offices. 1 ARTICLE III. MEETINGS OF STOCKHOLDERS 1 3.1. Annual Meetings. 1 3.2. Special Meetin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40804 PASITHEA THERAP

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Pasithea Therapeutics Corp.

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): March 10, 2023 Pasithea Therapeut

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): March 10, 2023 Pasithea Therapeutics Corp. (Exact name of registrant as specified in its charter) Delaware 001-40804 85-1591963 (State or Other Jurisdiction of Incorporation) (Commiss

KTTA / Pasithea Therapeutics Corp. / Manning Paul B - AMENDMENT TO FORM SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 (Amendment No. 1)* Pasithea Therapeutics Corp. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 70261F103 (CUSIP Number) October 22,

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): January 19, 2023 Pasithea Therapeutics Corp. (Exact name of registrant as specified in its charter) Delaware 001-40804 85-1591963 (State or Other Jurisdiction of Incorporation) (Commi

KTTA / Pasithea Therapeutics Corp. / Khire Uday - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Amendment No.

KTTA / Pasithea Therapeutics Corp. / Camac Fund, LP Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* Pasithea Therapeutics Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 70261F103 (CUSIP Number) David Delaney Concord Investment Partners Ltd. 60 St. Clair Avenue East, Suite 702 Toronto, ON, M4T 1N5 Canada

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): December 9, 2022 Pasithea Therapeutics Corp. (Exact name of registrant as specified in its charter) Delaware 001-40804 85-1591963 (State or Other Jurisdiction of Incorporation) (Commi

Settlement and Cooperation Agreement dated December 9, 2022, by and between Pasithea Therapeutics Corp. and Camac Fund, LP and its affiliates (incorporated by reference to exhibit 10.1 of the Company’s Form 8-K, filed with the Commission on December 14, 2022).

Exhibit 10.1 SETTLEMENT AND COOPERATION AGREEMENT This Settlement and Cooperation Agreement (the ?Agreement?) is made and entered into as of December 9, 2022, by and among Pasithea Therapeutics Corp. (the ?Company?), on the one hand, and Concord IP2 Ltd., Elderhill Corporation, Leonite Capital LLC, Leonite Fund I, LP, Camac Partners, LLC, Camac Capital, LLC, Camac Fund, LP, David Delaney, Avi Gell

Pasithea Therapeutics Announces Comprehensive Settlement Agreement with the Camac Group

Exhibit 99.1 Pasithea Therapeutics Announces Comprehensive Settlement Agreement with the Camac Group MIAMI BEACH, Fla., Dec. 12, 2022 (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 that it has r

KTTA / Pasithea Therapeutics Corp. / Camac Fund, LP Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* Pasithea Therapeutics Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 70261F103 (CUSIP Number) David Delaney Concord Investment Partners Ltd. 60 St. Clair Avenue East, Suite 702 Toronto, ON, M4T 1N5 Canada

Cooperation Agreement dated as of December 9, 2022, by and among Pasithea Therapeutics Corp., Concord IP2 Ltd., Elderhill Corporation, Leonite Capital LLC, Leonite Fund I, LP, Camac Partners, LLC, Camac Capital, LLC, Camac Fund, LP, David Delaney, Avi Geller, and Eric Shahinian.

Exhibit 6 SETTLEMENT AND COOPERATION AGREEMENT This Settlement and Cooperation Agreement (the ?Agreement?) is made and entered into as of December 9, 2022, by and among Pasithea Therapeutics Corp.

Press Release, dated December 12, 2022.

Exhibit 7

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material under ? 240.

4,800,000 Units Each Consisting of One Share of Common Stock and One Warrant to Purchase One Share of Common Stock Pasithea Therapeutics Corp.

Filed pursuant to Rule 424(b)(3) Registration No. 333-255205 Prospectus Supplement No. 4 (To Prospectus dated September 14, 2021) 4,800,000 Units Each Consisting of One Share of Common Stock and One Warrant to Purchase One Share of Common Stock Pasithea Therapeutics Corp. This is a supplement (?Prospectus Supplement No. 4?) to the prospectus, dated September 14, 2021 (the ?Prospectus?) of Pasithea

17,710,000 Shares of Common Stock Offered by the Selling Stockholders Pasithea Therapeutics Corp.

Filed pursuant to Rule 424(b)(3) Registration No. 333-261573 Prospectus Supplement No. 4 (To Prospectus dated December 16, 2021) 17,710,000 Shares of Common Stock Offered by the Selling Stockholders Pasithea Therapeutics Corp. This is a supplement (?Prospectus Supplement No. 4?) to the prospectus, dated December 16, 2021 (the ?Prospectus?) of Pasithea Therapeutics Corp. (the ?Company?), which form

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? ? Check the appropriate box: ? Preliminary Proxy Statement? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material under ? 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Statement ☐ Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 005-92867 PASITHEA THERAP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Statement ☐ Definitive

Heidi Steele

mwe.com Heidi Steele Attorney at Law [email protected] +1 312 984 3624 November 14, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Pasithea Therapeutics Corp. Schedule 14A Response to SEC comments Ladies and Gentelment: On behalf of our client, Pasithea Therapeutics Corp. (the “Company”), we are writing to submit t

Employment Agreement with Daniel Schneiderman (incorporated by reference to exhibit 10.1 of the Company’s Form 10-Q, filed with the Commission on November 14, 2022).

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the ?Agreement?), dated as of October 11, 2022, made between Pasithea Therapeutics Corp., (the ?Company?) and Daniel Schneiderman (the ?Executive?) (collectively, the ?Parties?). Whereas, the Company desires for Executive to provide services to the Company, and wishes to provide Executive with certain compensation and

KTTA / Pasithea Therapeutics Corp. / Camac Fund, LP Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Pasithea Therapeutics Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 70261F103 (CUSIP Number) David Delaney Concord Investment Partners Ltd. 60 St. Clair Avenue East, Suite 702 Toronto, ON, M4T 1N5 Canada

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ? Preliminary Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Statement ? Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Statement ☐ Definitive

KTTA / Pasithea Therapeutics Corp. / Khire Uday - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definit

Pasithea Therapeutics Acquires AlloMek Therapeutics -- Expands CNS Product Portfolio with Addition of CIP-137401, a Macrocyclic, Next-Generation MEK Inhibitor -- Plans to File IND Application with the FDA to Enter the Clinic in 2H 2023 -- Plans to In

Exhibit 99.1 Pasithea Therapeutics Acquires AlloMek Therapeutics - Expands CNS Product Portfolio with Addition of CIP-137401, a Macrocyclic, Next-Generation MEK Inhibitor - Plans to File IND Application with the FDA to Enter the Clinic in 2H 2023 - Plans to Initiate a Phase 1 Clinical Trial in the U.S. for Neurofibromatosis Type 1 (NF1) - Management to Host an Investor Webcast Today at 9 a.m. ET M

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): October 12, 2022 (October 11, 202

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): October 12, 2022 (October 11, 2022) PASITHEA THERAPEUTICS CORP. (Exact name of registrant as specified in its charter) Delaware 001-40804 85-1591963 (State or other jurisdiction of in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e

Form of Lock-up Agreement dated October 11, 2022 (incorporated by reference to exhibit 2.2 of the Company’s Form 8-K, filed with the Commission on October 12, 2022).

Exhibit 2.2 Exhibit A Form of Lock-Up Agreement October [●], 2022 Pasithea Thereapeutics Corp. 1111 Lincoln Road, Suite 500 Miami Beach, Florida, 33139 Attention: Tiago Reis Marques Email: [email protected] AlloMek Therapeutics, LLC 4 Research Drive Woodbridge, Connecticut, 06525 Attention: Uday Khire Email: [email protected] Ladies and Gentlemen: The undersigned (the “Shareholder”) understands

Membership Interest Purchase Agreement dated October 11, 2022 by and among Pasithea Therapeutics Corp., AlloMek Therapeutics, LLC, the Persons listed on Schedule 1.1 thereto, and Uday Khire, not individually but in his capacity as the representative of the Persons listed on Schedule 1.1 thereto (incorporated by reference to exhibit 2.1 of the Company’s Form 8-K, filed with the Commission on October 12, 2022).

Exhibit 2.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among Pasithea Therapeutics Corp., AlloMek Therapeutics, LLC, The Persons listed on Schedule 1.1, and Uday Khire, as the Representative Dated October 11, 2022 EXHIBITS AND SCHEDULES Exhibit A – Form of Lock-Up Agreement Disclosure Schedule Annex 1 – Structure of CIP-137401 Schedule 1.1 – Sellers Schedule 1.10 – Tax Methodologies MEMBERSHIP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material under ? 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive

As filed with the Securities and Exchange Commission on September 21, 2022

As filed with the Securities and Exchange Commission on September 21, 2022 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Pasithea Therapeutics Corp.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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, 2022 Pasithea Therapeutics Corp. (Exact name of registrant as specified in its charter) Delaware 001-40804 85-1591963 (State or Other Jurisdiction of Incorporation) (Com

4,800,000 Units Each Consisting of One Share of Common Stock and One Warrant to Purchase One Share of Common Stock Pasithea Therapeutics Corp.

UW Filed pursuant to Rule 424(b)(3) Registration No. 333-255205 Prospectus Supplement No. 3 (To Prospectus dated September 14, 2021) 4,800,000 Units Each Consisting of One Share of Common Stock and One Warrant to Purchase One Share of Common Stock Pasithea Therapeutics Corp. This is a supplement (?Prospectus Supplement No. 3?) to the prospectus, dated September 14, 2021 (the ?Prospectus?) of Pasit

17,710,000 Shares of Common Stock Offered by the Selling Stockholders Pasithea Therapeutics Corp.

On Filed pursuant to Rule 424(b)(3) Registration No. 333-261573 Prospectus Supplement No. 3 (To Prospectus dated December 16, 2021) 17,710,000 Shares of Common Stock Offered by the Selling Stockholders Pasithea Therapeutics Corp. This is a supplement (?Prospectus Supplement No. 3?) to the prospectus, dated December 16, 2021 (the ?Prospectus?) of Pasithea Therapeutics Corp. (the ?Company?), which f

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material under ? 240.

KTTA / Pasithea Therapeutics Corp. / Camac Fund, LP Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Pasithea Therapeutics Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 70261F103 (CUSIP Number) David Delaney Concord Investment Partners Ltd. 60 St. Clair Avenue East, Suite 702 Toronto, ON, M4T 1N5 Canada

Joinder Agreement, effective as of August 19, 2022.

Exhibit 4 JOINDER AGREEMENT The undersigned agrees, effective as of August 19, 2022, to become a party to the Joint Filing and Advocacy Agreement, dated May 31, 2022 (as it may be amended or restated from time to time, the ?Joint Filing Agreement?), between (a) Concord IP2 Ltd.

KTTA / Pasithea Therapeutics Corp. / Camac Fund, LP Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Pasithea Therapeutics Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 70261F103 (CUSIP Number) David Delaney Concord Investment Partners Ltd. 60 St. Clair Avenue East, Suite 702 Toronto, ON, M4T 1N5 Canada

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 2 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2022 (June 21, 2022) Pasithea Therapeutics Corp. (Exact name of registrant as specified in its charter) Delaware 001-40804 85-1591963 (State or Other Juri

PASITHEA THERAPEUTICS CORP. AND SUBSIDIARIES UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 99.2 PASITHEA THERAPEUTICS CORP. AND SUBSIDIARIES UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS The following unaudited pro forma consolidated balance sheet as of March 31, 2022 and the unaudited pro forma consolidated statements of operations for the three months ended March 31, 2022 and the year ended December 31, 2021 are based on the historical consolidated financial statements

ALPHA-5 INTEGRIN LLC For the Year ended December 31, 2021 and for the three months ended March 31, 2022 and 2021

Exhibit 99.1 ALPHA-5 INTEGRIN LLC For the Year ended December 31, 2021 and for the three months ended March 31, 2022 and 2021 Page PART I. FINANCIAL INFORMATION Independent Auditor?s Report 2 ITEM 1. Financial Statements Balance Sheets at March 31, 2022 (unaudited) and December 31, 2021 3 Statements of Operations for the year ended December 31, 2021 and for the three months ended March 31, 2022 an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material under ? 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 005-92867 PASITHEA THERAPEUTIC

Membership Interest Purchase Agreement entered into June 21, 2022, by and among Pasithea Therapeutics Corp., Alpha-5 integrin, LLC, and certain Sellers (as defined in the agreement) (incorporated by reference to exhibit 2.01 of the Company’s Form 10-Q, filed with the Commission on August 15, 2022).

Exhibit 2.01 MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among Pasithea Therapeutics Corp., Alpha-5 integrin, LLC, The Persons listed on Schedule 1.1, and Paul B. Manning, as the Representative Dated June 21, 2022 EXHIBITS AND SCHEDULES Exhibit A ? Form of Employment Offer Letters Disclosure Schedule Schedule 1.1 ? Sellers -i- MEMBERSHIP INTEREST PURCHASE AGREEMENT This Membership Interest Purch

KTTA / Pasithea Therapeutics Corp. / Camac Fund, LP Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Pasithea Therapeutics Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 70261F103 (CUSIP Number) David Delaney Concord Investment Partners Ltd. 60 St. Clair Avenue East, Suite 702 Toronto, ON, M4T 1N5 Canada

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material under ? 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive

KTTA / Pasithea Therapeutics Corp. / Camac Fund, LP Activist Investment

SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Pasithea Therapeutics Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 70261F103 (CUSIP Number) David Delaney Concord Investment Partners Ltd. 60 St. Clair Avenue East, Suite 702 To

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material under ? 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

KTTA / Pasithea Therapeutics Corp. / Manning Paul B - SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 (Amendment No. )* Pasithea Therapeutics Corp. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 70261F103 (CUSIP Number) June 22, 2022 (

Joint Filing Agreement

EX-1 2 ex-1.htm JOINT FILING AGREEMENT CUSIP No. 70261F103 13G Page 10 of 10 Pages Exhibit A Joint Filing Agreement The undersigned hereby agree that this Schedule 13G (the “Schedule 13G”) with respect to the common stock of Pasithea Therapeutics Corp is, and any additional amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordan

KTTA / Pasithea Therapeutics Corp. / Camac Fund, LP Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Pasithea Therapeutics Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 70261F103 (CUSIP Number) David Delaney Concord Investment Partners Ltd. 60 St. Clair Avenue East, Suite 702 Toronto, ON, M4T 1N5 Canada

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2022 Pasithea Therapeutics Corp. (Exact name of registrant as specified in its charter) Delaware 001-40804 85-1591963 (State or Other Jurisdiction of Incorp

Press release, dated June 23, 2022

Exhibit 3 Investor Group Comments on Pasithea Therapeutics? Seemingly Defensive and Dilutive Related-Party Acquisition of Alpha-5 Intends to WITHHOLD on All of Pasithea?s Sitting Directors at the Upcoming Annual Meeting of Stockholders Plans to Call a Special Meeting to Remove and Replace Pasithea?s Board of Directors, Which is Accountable for Misalignment, Poor Governance and Rapid Value Destruction NEW YORK?BUSINESS WIRE?Camac Partners, LLC, affiliates of Concord Investment Partners Ltd.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2022 Pasithea Therapeutics Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40804 85-1591963 (State or Other Jurisdiction of Incorp

Submission of Matters to a Vote of Security Holders

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): June 23, 2022 Pasithea Therapeutics Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40804 85-1591963 (State or Other Jurisdiction of Incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material under ? 240.

Pasithea Therapeutics Acquires Alpha-5 Integrin, LLC - Alpha-5 is a potentially first-in-class monoclonal antibody for the treatment of amyotrophic lateral sclerosis (ALS) and other neurological diseases - - Expands pipeline across Pasithea’s core th

Exhibit 99.1 For Immediate Release Pasithea Therapeutics Acquires Alpha-5 Integrin, LLC - Alpha-5 is a potentially first-in-class monoclonal antibody for the treatment of amyotrophic lateral sclerosis (ALS) and other neurological diseases - - Expands pipeline across Pasithea?s core therapeutic areas to drive enhanced growth - - Closing consideration of 3.26 million shares of Pasithea common stock

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Regulation FD Disclosure

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): June 21, 2022 Pasithea Therapeutics Corp. (Exact name of registrant as specified in its charter) Delaware 001-40804 85-1591963 (State or Other Jurisdiction of Incorporation) (Commissi

Member Interest Purchase Agreement dated June 21, 2022

Exhibit 10.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among Pasithea Therapeutics Corp., Alpha-5 integrin, LLC, The Persons listed on Schedule 1.1, and Paul B. Manning, as the Representative Dated June 21, 2022 EXHIBITS AND SCHEDULES Exhibit A ? Form of Employment Offer Letters Disclosure Schedule Schedule 1.1 ? Sellers MEMBERSHIP INTEREST PURCHASE AGREEMENT This Membership Interest Purchase

KTTA / Pasithea Therapeutics Corp. / Camac Fund, LP Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pasithea Therapeutics Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 70261F103 (CUSIP Number) David Delaney Concord Investment Partners Ltd. 60 St. Clair Avenue East, Suite 702 Toronto, ON, M4T 1N5 Canada

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): June 7, 2022 Pasithea Therapeutics Corp. (Exact name of registrant as specified in its charter) Delaware 001-40804 85-1591963 (State or Other Jurisdiction of Incorporation) (Commissio

KTTA / Pasithea Therapeutics Corp. / Camac Fund, LP Activist Investment

SC 13D 1 formsc13d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Pasithea Therapeutics Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 70261F103 (CUSIP Number) David Delaney Concord Investment Partners Ltd. 60 St. Clair Avenue East, Suite 702, Toron

Joint Filing and Advocacy Agreement, dated as of May 31, 2022.

Exhibit 1 JOINT FILING AND ADVOCACY AGREEMENT This joint filing and advocacy agreement (this ?Agreement?), dated as of May 31, 2022 (the ?Effective Date?), is between (a) Concord IP2 Ltd.

Letter to the Issuer’s Board of Directors, dated June 1, 2022.

Exhibit 2 June 1, 2022 Concord Investment Partners Ltd. 60 St. Clair Avenue East, Suite 702 Toronto, ON, M4T 1N5 Leonite Capital LLC 1 Hillcrest Center Drive, Suite 232 Spring Valley, NY 10977 Camac Partners, LLC 350 Park Avenue, 13th Floor New York City, NY 10022 Attn: Board of Directors Pasithea Therapeutics Corp. 111 Lincoln Road, Suite 500 Miami Beach, FL 33139 Ladies and Gentlemen: By way of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 005-92867 PASITHEA THERAPEUTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Executive Employment Agreement, dated as of January 1, 2022, between Pasithea Therapeutics Corp. and Dr. Tiago Reis Marques (incorporated by reference to exhibit 10.15 of the Company’s Form 10-K/A, filed with the Commission on May 12, 2022).

Exhibit 10.15 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the ?Agreement?), dated as of January 1, 2022, made between Pasithea Therapeutics Corp., (the ?Company?) and Tiago Reis Marques (the ?Executive?) (collectively, the ?Parties?). WHEREAS, the Company desires for Executive to provide services to the Company, and wishes to provide Executive with certain compensation and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-4

Restricted Stock Unit Agreement, dated December 20, 2021, between Pasithea Therapeutics Corp. and Dr. Tiago Reis Marques (incorporated by reference to exhibit 10.17 of the Company’s Form 10-K/A, filed with the Commission on May 12, 2022).

Exhibit 10.17 PASITHEA THERAPEUTICS CORP. 2021 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Pasithea Therapeutics Corp., a corporation incorporated under the laws of the State of Delaware (the ?Company?) pursuant to the Company?s 2021 Equity Plan (the ?Plan?), hereby awards to Participant (as of the date indicated below) a Restricted Stock Unit Award for the number of shares of the Comp

Stock Option Agreement, dated December 20, 2021, between Pasithea Therapeutics Corp. and Dr. Tiago Reis Marques (incorporated by reference to exhibit 10.16 of the Company’s Form 10-K/A, filed with the Commission on May 12, 2022).

Exhibit 10.16 PASITHEA THERAPEUTICS CORP. 2021 Equity plan STOCK OPTION GRANT NOTICE Pasithea Therapeutics Corp., a corporation incorporated under the laws of the State of Delaware (the ?Company?), pursuant to the Company?s 2021 Equity Plan (the ?Plan?), hereby grants to the holder listed below (?Grantee?), an option to purchase the number of shares of the Company?s Common Stock (the ?Shares?) set

4,800,000 Units Each Consisting of One Share of Common Stock and One Warrant to Purchase One Share of Common Stock Pasithea Therapeutics Corp.

Filed pursuant to Rule 424(b)(3) Registration No. 333-255205 Prospectus Supplement No. 2 (To Prospectus dated September 14, 2021) 4,800,000 Units Each Consisting of One Share of Common Stock and One Warrant to Purchase One Share of Common Stock Pasithea Therapeutics Corp. This is a supplement (?Prospectus Supplement No. 2?) to the prospectus, dated September 14, 2021 (the ?Prospectus?) of Pasithea

17,710,000 Shares of Common Stock Offered by the Selling Stockholders Pasithea Therapeutics Corp.

Filed pursuant to Rule 424(b)(3) Registration No. 333-261573 Prospectus Supplement No. 2 (To Prospectus dated December 16, 2021) 17,710,000 Shares of Common Stock Offered by the Selling Stockholders Pasithea Therapeutics Corp. This is a supplement (?Prospectus Supplement No. 2?) to the prospectus, dated December 16, 2021 (the ?Prospectus?) of Pasithea Therapeutics Corp. (the ?Company?), which form

Yassine Bendiabdallah Consulting Agreement with Pasithea Therapeutics Limited.

Exhibit 10.14 CONSULTING AGREEMENT THIS AGREEMENT is made on the November 26th, 2021 BETWEEN: PASITHEA THEREPEUTICS CORP., a company incorporated under the laws of Delaware with a registered address at 1111 Lincoln Road, Suite 500, Miami Beach, Florida 33139 (the ?Company?) AND: YASSINE BENDIABDALLAH, an individual with an address at (the ?Consultant?) BACKGROUND: A. The Consultant is a business c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40804 PASITHEA THERAP

Subsidiaries of the Registrant.

Exhibit 21.1 Subsidiaries of Pasithea Therapeutics Corp. Legal Name Jurisdiction Pasithea Therapeutics Limited United Kingdom Pasithea Clinics Corp. Delaware Pasithea Therapeutics Portugal, Sociedade Unipessoal Lda Portugal

Description of Securities Registered Under Section 12*

Exhibit 4.4 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2021, Pasithea Therapeutics Corp. (the ?Company?, ?we? or ?our?) had one class of securities, its common stock, registered under Section 12 of the Securities Exchange Act of 1934, as amended.\ General The Company does not have a classified board of dire

KTTA / Pasithea Therapeutics Corp. / Ionic Ventures, LLC - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pasithea Therapeutics Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 70261F103 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

KTTA / Pasithea Therapeutics Corp. / K2 PRINCIPAL FUND, L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A (Rule 13d-102) Amendment No. 1 Under the Securities Exchange Act of 1934 Pasithea Therapeutics Corp. (Name of Issuer) Common Shares (Title of Class of Securities) 70261F103 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

KTTA / Pasithea Therapeutics Corp. / ALPHA CAPITAL ANSTALT - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 ea153969-13ga1alphapasithea.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) PASITHEA THERAPEUTICS CORP. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 70261F103 (CUSIP Number) December 31, 2021 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STA

4,800,000 Units Each Consisting of One Share of Common Stock and One Warrant to Purchase One Share of Common Stock Pasithea Therapeutics Corp.

Filed pursuant to Rule 424(b)(3) Registration No. 333-255205 Prospectus Supplement No. 1 (To Prospectus dated September 14, 2021) 4,800,000 Units Each Consisting of One Share of Common Stock and One Warrant to Purchase One Share of Common Stock Pasithea Therapeutics Corp. This is a supplement (?Prospectus Supplement?) to the prospectus, dated September 14, 2021 (the ?Prospectus?) of Pasithea Thera

17,710,000 Shares of Common Stock Offered by the Selling Stockholders Pasithea Therapeutics Corp.

Filed pursuant to Rule 424(b)(3) Registration No. 333-261573 Prospectus Supplement No. 1 (To Prospectus dated December 16, 2021) 17,710,000 Shares of Common Stock Offered by the Selling Stockholders Pasithea Therapeutics Corp. This is a supplement (?Prospectus Supplement?) to the prospectus, dated December 16, 2021 (the ?Prospectus?) of Pasithea Therapeutics Corp. (the ?Company?), which forms a pa

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): December 20, 2021 Pasithea Therapeutics Corp. (Exact name of registrant as specified in its charter) Delaware 001-40804 85-1591963 (State or Other Jurisdiction of Incorporation) (Comm

17,710,000 Shares of Common Stock Offered by the Selling Stockholders Pasithea Therapeutics Corp.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-261573 PROSPECTUS 17,710,000 Shares of Common Stock Offered by the Selling Stockholders Pasithea Therapeutics Corp. This prospectus relates to the offering and resale by the selling stockholders (the ?Selling Stockholders?) identified herein of up to 17,710,000 shares of common stock issued or issuable to such Selling Stockholders including (i)

KTTA / Pasithea Therapeutics Corp. / K2 PRINCIPAL FUND, L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 Pasithea Therapeutics Corp. (Name of Issuer) Common Shares (Title of Class of Securities) 70261F103 (CUSIP Number) November 29, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi

Pasithea Therapeutics Corp. 1111 Lincoln Road, Suite 500 Miami Beach, Florida 33139

Pasithea Therapeutics Corp. 1111 Lincoln Road, Suite 500 Miami Beach, Florida 33139 December 14, 2021 VIA EDGAR & TELECOPY Division of Corporation Finance Office of Trade and Services U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 RE: Pasithea Therapeutics Corp. (the ?Company?) Registration Statement on Form S-1 (File No. 333-261573) (the ?Registration Statement?) La

As filed with the Securities and Exchange Commission on December 9, 2021

As filed with the Securities and Exchange Commission on December 9, 2021 Registration No.

Form of Registration Rights Agreement (incorporated by reference to exhibit 10.4 of the Company’s Form 8-K, filed with the Commission on November 29, 2021).

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of November 24, 2021, between Pasithea Therapeutics Corp, a Delaware corporation (the ?Company?), and each of the several purchasers signatory hereto (each such purchaser, a ?Purchaser? and, collectively, the ?Purchasers?). This Agreement is made pursuant to the Securities P

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

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): November 24, 2021 PASITHEA THERAPEUTICS CORP. (Exact name of registrant as specified in its charter) Delaware 001-40804 85-1591963 (State or other jurisdiction of incorporation) (Comm

Pasithea Therapeutics Corp. Announces Pricing of a $30.4 Million Private Placement Priced At a Premium to the Market Under Nasdaq Rules

Exhibit 99.1 Pasithea Therapeutics Corp. Announces Pricing of a $30.4 Million Private Placement Priced At a Premium to the Market Under Nasdaq Rules Miami Beach, FL, November 24, 2021 (GLOBE NEWSWIRE) - Pasithea Therapeutics Corp. (Nasdaq: KTTA; KTTAW) (?Pasithea? or the ?Company?), a biotechnology company focused on the research and discovery of new and effective treatments for psychiatric and ne

Form of Warrants (incorporated by reference to exhibit 10.3 of the Company’s Form 8-K, filed with the Commission on November 29, 2021).

Exhibit 10.3 EXHIBIT B NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECT

Placement Agent Agreement, dated November 24, 2021 (incorporated by reference to exhibit 10.1 of the Company’s Form 8-K, filed with the Commission on November 29, 2021).

Exhibit 10.1 PLACEMENT AGENCY AGREEMENT November 24, 2021 Pasithea Therapeutics Corp. 1111 Lincoln Road, Suite 500 Miami Beach, Florida 33139 Dear Mr. Marques: This agreement (the ?Agreement?) constitutes the agreement between EF Hutton, division of Benchmark Investments, LLC (?EF Hutton? or the ?Placement Agent?) and Pasithea Therapeutics Corp., a Delaware corporation (the ?Company?), pursuant to

Form of Securities Purchase Agreement (incorporated by reference to exhibit 10.2 of the Company’s Form 8-K, filed with the Commission on November 29, 2021).

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of November 24, 2021, between Pasithea Therapeutics Corp., a Delaware corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively, the ?Purchasers?). WHEREAS, subject to the terms and co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-40804 PASITHEA THERAP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 333-255205 CUSIP Number 70261F103 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 333-255205 CUSIP Number 70261F103 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? T

KTTA / Pasithea Therapeutics Corp. / ALPHA CAPITAL ANSTALT - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) PASITHEA THERAPEUTICS CORP. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 70261F103 (CUSIP Number) November 4, 2021 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) Check the appropriate box to designate the rule pursuant to which thi

BBI / Brickell Biotech Inc / Ionic Ventures, LLC - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pasithea Therapeutics Corp. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 70261F103 (CUSIP Number) September 21, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

4,800,000 Units Each Consisting of One Share of Common Stock and One Warrant to Purchase One Share of Common Stock Pasithea Therapeutics Corp.

Filed Pursuant to Rule 424(b)(4) Registration No. 333-255205 Registration No. 333-259530 PROSPECTUS 4,800,000 Units Each Consisting of One Share of Common Stock and One Warrant to Purchase One Share of Common Stock Pasithea Therapeutics Corp. We are offering 4,800,000 units (?Units?), each Unit consisting of one share of our common stock (?Common Stock?), par value $0.0001 per share, and one warra

As filed with the Securities and Exchange Commission on September 14, 2021

As filed with the Securities and Exchange Commission on September 14, 2021 Registration No.

As filed with the Securities and Exchange Commission on September 10, 2021

As filed with the Securities and Exchange Commission on September 10, 2021 Registration No.

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Pasithea Therapeutics Corp.

Pasithea Therapeutics Corp. 1111 Lincoln Road, Suite 500 Miami Beach, FL 33139

Pasithea Therapeutics Corp. 1111 Lincoln Road, Suite 500 Miami Beach, FL 33139 September 10, 2021 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Pasithea Therapeutics Corp. Registration Statement on Form S-1 File No. 333-255205 VIA EDGAR Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Pasithe

Stock Option Grant Notice and Agreement between Pasithea Therapeutics Corp. and Stanley M. Gloss (incorporated by reference to exhibit 10.9 of the Company’s Form S-1 (File No. 333-255205), filed with the Commission on April 13, 2021, as amended).

Exhibit 10.9 PASITHEA THERAPEUTICS CORP. BRIO RETAINER AGREEMENT STOCK OPTION GRANT NOTICE Pasithea Therapeutics Corp., a corporation incorporated under the laws of the State of Delaware (the ?Company?), pursuant to the retainer agreement with Brio Financial Group, LLC dated April 13, 2021 (the ?Brio Retainer Agreement?), hereby grants to the holder listed below (?Grantee?), an option to purchase

EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC 590 Madison Avenue, 39th Floor New York, NY 10022

EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 September 10, 2021 VIA EDGAR U.

As filed with the Securities and Exchange Commission on September 10, 2021

As filed with the Securities and Exchange Commission on September 10, 2021 Registration No.

COPYRIGHT © 2021 PASITHEA Corporate Presentation 1 COPYRIGHT © 2021 PASITHEA FORWARD - LOOKING STATEMENTS This presentation shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be an y sale of secur

Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated August 26, 2021 File No.

Form of Warrant Agent Agreement, including Form of Warrant Certificate

Exhibit 4.2 WARRANT AGENT AGREEMENT WARRANT AGENT AGREEMENT (this ?Warrant Agreement?) dated as of [ ], 2021 (the ?Issuance Date?) between Pasithea Therapeutics Corp., a Delaware corporation (the ?Company?), and VStock Transfer, LLC (the ?Warrant Agent?). WHEREAS, pursuant to the terms of that certain Underwriting Agreement (?Underwriting Agreement?), dated [ ], 2021, by and among the Company and

Form of Underwriting Agreement

EX-1.1 2 ea145577ex1-1pasitheathera.htm FORM OF UNDERWRITING AGREEMENT Exhibit 1.1 UNDERWRITING AGREEMENT between PASITHEA THERAPEUTICS CORP. and EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS - 1 - PASITHEA THERAPEUTICS CORP. UNDERWRITING AGREEMENT New York, New York [ ], 2021 EF Hutton, division of Benchmark Investments, LLC As Representative of t

As filed with the Securities and Exchange Commission on August 26, 2021

As filed with the Securities and Exchange Commission on August 26, 2021 Registration No.

August 26, 2021

mwe.com August 26, 2021 VIA EDGAR AND EMAIL U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Alan Campbell Christine Westbrook Franklin Wyman Lynn Dicker Re: Pasithea Therapeutics Corp. Amendment No. 3 to Registration Statement on Form S-1 Filed August 6, 2021 File No. 333-255205 Dear Mr. Campbell: On behalf of Pasithea Th

Form of Representative Warrant (incorporated by reference to exhibit 4.3 of the Company’s Form S-1 (File No. 333-255205), filed with the Commission on April 13, 2021, as amended).

Exhibit 4.3 Form of Representative?s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGH

Form of Underwriting Agreement

Exhibit 1.1 UNDERWRITING AGREEMENT between PASITHEA THERAPEUTICS CORP. and EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS PASITHEA THERAPEUTICS CORP. UNDERWRITING AGREEMENT New York, New York [ ], 2021 EF Hutton, division of Benchmark Investments, LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 590 Madison Avenu

Specimen Common Stock Certificate evidencing the shares of Common Stock (incorporated by reference to exhibit 4.1 of the Company’s Form S-1 (File No. 333-255205), filed with the Commission on April 13, 2021, as amended).

Exhibit 4.1 See Transfer Restrictions on Reverse Side No. SPECIMEN SPECIMEN Shares PASITHEA THERAPEUTICS CORP. Incorporated Under the Laws of the State of Delaware Common Stock, $0.0001 Par Value Per Share, Cusip No. 70261F 103 THIS CERTIFIES THAT **Specimen** is the owner of **SPECIMEN (SPECIMEN)** fully paid and nonassessable shares of Common Stock, $0.0001 Par Value Per Share, of Pasithea Thera

COPYRIGHT © 2021 PASITHEA Corporate Presentation 1 COPYRIGHT © 2021 PASITHEA FORWARD - LOOKING STATEMENTS This presentation shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be an y sale of secur

Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated August 5, 2021 File No.