Pasithea Therapeutics Corp. Announces Closing of $30.4 Million Private Placement Priced at a Premium to the Market Under Nasdaq Rules
November 29 2021 - 5:45PM
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
neurological disorders, today announced the closing of its
previously announced private placement of common stock and warrants
priced at a premium to the market under Nasdaq rules. The Company
sold an aggregate of 8.68 million shares of common stock and
warrants to purchase 8.68 million shares of common stock at a
purchase price of $3.50 per share and accompanying warrant for
gross proceeds to the Company of $30.4 million, before deducting
the placement agent's fees and other estimated offering expenses.
The warrants will be immediately exercisable
from the date of issuance and have an exercise price of $3.50 per
share. The warrants will expire five years from the date of
issuance.
EF Hutton, division of Benchmark Investments,
LLC, acted as exclusive placement agent for the offering.
The Company currently intends to use the net
proceeds from the private placement to fund pre-clinical research
and development work for future product candidates, invest in
developing its U.S. and UK clinic businesses, and for working
capital and general corporate purposes.
The securities were offered in a private
placement under Section 4(a)(2) of the Securities Act of 1933, as
amended (the "Act"), and Regulation D promulgated thereunder
and have not been registered under the Act, or applicable
state securities laws. Accordingly, the securities may not be
offered or sold in the United States except pursuant to
an effective registration statement or an applicable exemption from
the registration requirements of the Act and such applicable state
securities laws.
Under an agreement with the investors, the
Company is required to file an initial registration statement with
the Securities and Exchange Commission ("SEC”) covering the resale
of the securities to be issued to the investors in the private
placement no later than 15 days from the date of the securities
purchase agreements and to use best efforts to have the
registration statement declared effective as promptly as practical
thereafter, and in any event no later than 90 days after the date
of the securities purchase agreements in the event of a “full
review” by the SEC.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any of the
securities described herein, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About Pasithea Therapeutics
Corp.
Pasithea Therapeutics Corp. is a U.S.
biotechnology company focused on the research and discovery of new
and effective treatments for psychiatric and neurological
disorders. With an experienced team of experts in the fields of
neuroscience and psychopharmacology, Pasithea is developing new
molecular entities for the treatment of psychiatric and
neurological disorders. Pasithea is also focused on addressing the
needs of patients currently suffering with mental illness by
providing access to IV ketamine infusions both in clinics and
in-home settings.
Forward-Looking Statements
This press release contains statements that
constitute “forward-looking statements.” Forward-looking statements
are subject to numerous conditions, many of which are beyond the
control of the Company. While the Company believes these
forward-looking statements are reasonable, undue reliance should
not be placed on any such forward-looking statements, which are
based on information available to the Company on the date of this
press release. These forward-looking statements are based upon
current estimates and assumptions and are subject to various risks
and uncertainties, including, without limitation, those set forth
in the Company’s filings with the SEC. Thus, actual results could
be materially different. The Company undertakes no obligation to
update these statements whether as a result of new information,
future events or otherwise, after the date of this release, except
as required by law.
Pasithea Therapeutics Corp. Company
Contact
Dr. Tiago Reis MarquesChief Executive OfficerE:
tiago@pasithea.com
Pasithea Therapeutics Corp. Investor
Relations
Lisa M. WilsonIn-Site Communications, Inc.T:
212-452-2793E: lwilson@insitecony.com
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