Pasithea Therapeutics Corp.

false 0001841330 0001841330 2026-05-01 2026-05-01 0001841330 KTTA:CommonStockParValue0.0001PerShareMember 2026-05-01 2026-05-01 0001841330 KTTA:WarrantsToPurchaseSharesOfCommonStockParValue0.0001PerShareMember 2026-05-01 2026-05-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2026 Pasithea Therapeutics Corp. (Exact name of registrant as specified in its charter) Delaware 001-40804 85-1591963 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 1111 Lincoln Road , Suite 500 Miami Beach , Florida 33139 (Address of principal executive offices) (Zip Code) (786) 977-3380 (Registrant’s telephone number, including area code) N/A (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.0001 per share KTTA The Nasdaq Capital Market Warrants to purchase shares of Common Stock, par value $0.0001 per share KTTAW The Nasdaq Capital Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Chief Medical Officer On May 4, 2026, Pasithea Therapeutics Corp. (the “Company”) announced the appointment of Kartik Krishnan, M.D., Ph.D. as Chief Medical Officer of the Company, effective May 1, 2026. Dr. Krishnan will oversee all clinical development and medical strategy as the Company advances PAS-004 through the clinic for the treatment of neurofibromatosis type 1 (NF1)-associated plexiform and cutaneous neurofibromas. Dr. Krishnan, age 55, has over 20 years of experience in clinical development, pharmacovigilance, clinical operations, regulatory affairs, and R&D strategy. Prior to joining the Company, Dr. Krishnan served as Chief Executive Officer at OncoNano Medicines, a privately held company developing anti-cancer assets. Prior to that, Dr. Krishnan served as Chief Medical Officer at Arcus Biosciences, a discovery and clinical development company focusing on combination therapies in immuno-oncology. Earlier in his career, Dr. Krishnan held various clinical development and medical director roles of increasing responsibility at companies including Astex Pharmaceuticals, Genentech, Five Prime Therapeutics, BioMarin, and Amgen. While at Genentech, Dr. Krishnan was an integral part of the clinical team for cobimetinib (Cotellic™), contributing to its approval in the United States and Europe in 2015 for the treatment of BRAF V600E-mutant or BRAF V600K-mutant melanoma in combination with vemurafenib (Zelboraf™), and worked to establish development opportunities for this MEK inhibitor beyond melanoma. Prior to joining industry, Dr. Krishnan held a faculty position in the Department of Pediatrics at the University of Arizona, with both clinical and primary research responsibilities. Dr. Krishnan received his B.A. in History (with Distinction) from the University of Virginia. He completed his M.D. and Ph.D. in Cellular, Molecular and Biophysical Studies at Columbia University’s College of Physicians and Surgeons, where his Ph.D. studies were completed in the lab of Dr. John Krolewski, focusing on JAK/STAT signaling in the interferon pathway. Dr. Krishnan trained in pediatrics at UCLA and in pediatric hematology and oncology at Johns Hopkins University and the National Cancer Institute. There are no arrangements or understandings between Dr. Krishnan and any other person pursuant to which he was selected as the Company’s Chief Medical Officer. There are no family relationships between Dr. Krishnan and any of the Company’s directors or executive officers, and there are no transactions requiring disclosure under Item 404(a) of Regulation S-K. Employment Agreement In connection with Dr. Krishnan’s appointment, the Company and Dr. Krishnan entered into an Executive Employment Agreement, dated April 3, 2026 (the “Employment Agreement”). Pursuant to the Employment Agreement, Dr. Krishnan will receive an initial annual base salary of $500,000 and will be eligible for an annual discretionary bonus of up to 40% of his base salary, with the amount (if any) to be determined by the compensation committee of the Company’s Board of Directors (the “Board”) in its sole discretion based on objectives and milestones determined by the Board. Dr. Krishnan will also be eligible to participate in the Company’s employee benefit programs in accordance with their terms. In connection with the commencement of Dr. Krishnan’s employment on May 1, 2026, the Board agreed to grant him the stock options described below under “– Option Awards to Certain Executive Officers, Employees and Non-Employee Directors .” Dr. Krishnan’s employment is at-will. The Employment Agreement provides for severance benefits in specified circumstances. The foregoing description of the principal terms of the Employment Agreement is qualified in its entirety by reference to the Employment Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference. 1 Stock Option Awards On May 1, 2026, the Board approved the following stock option awards for the Company’s executive officers, certain employees and non-employee directors. The stock option awards are intended to bring the Company’s equity incentive structure more in line with other industry comparables, adequately incentivize its executive officers and employees and reflect the ownership impact of certain recent capital raises on the Company’s incentive structure. Executive Officers and Employees The Board approved the following stock option awards, each of which has an exercise price of $0.841 per share, the closing price of the Company’s common stock (“Common Stock”) as reported on The Nasdaq Capital Market (“Nasdaq”) on May 1, 2026 (the “Grant Date”), in accordance with the terms of the Company’s 2023 Stock Incentive Plan, as amended (the “Plan”): Dr. Tiago Reis Marques, options to purchase 1,756,069 shares of Common Stock; Daniel Schneiderman, options to purchase 1,129,323 shares of Common Stock; Dr. Krishnan, options to purchase 1,129,323 shares of Common Stock; and certain employees options to purchase an aggregate of 1,239,323 shares of Common Stock. Each such option award will vest as to 33% of the shares subject thereto on the one year anniversary of the Grant Date, and the remaining shares will vest in equal quarterly installments thereafter for the next two years, subject to continued service; provided, that the shares underlying such options will fully vest upon a Change in Control (as defined in the Pla