Current Report Filing (8-k)
December 21 2021 - 6:08AM
Edgar (US Regulatory)
0001841330
false
0001841330
2021-12-20
2021-12-20
0001841330
KTTA:ICommonStock0.0001ParValuePerShareMember
2021-12-20
2021-12-20
0001841330
KTTA:IiWarrantsToPurchaseSharesOfCommonStockParValue0.0001PerShareMember
2021-12-20
2021-12-20
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):
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)
|
|
(Commission File Number)
|
|
(IRS Employer
Identification No.)
|
1111
Lincoln Road, Suite 500
Miami Beach, FL
33139
(Address of Principal Executive Offices)
Registrant’s Telephone Number, Including Area
Code: (702) 514-4174
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
|
Units consisting of:
|
|
|
|
|
(i) Common stock, $0.0001 par value per share
|
|
KTTA
|
|
The Nasdaq Capital Market
|
(ii) 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter)
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 Arrangement of Certain Officers.
On December 20, 2021, Pasithea Therapeutics Corp.
(the “Company”) entered into a new Executive Employment Agreement with Tiago Reis Marques, the Company’s Chief Executive
Officer.
Pursuant to an Executive Employment Agreement, which
is to be effective January 1, 2022, Dr. Marques will receive the following compensation:
·
|
|
A base salary of $450,000;
|
·
|
|
Sign-on bonus of $100,000, paid in a lump sum after January 1, 2022;
|
·
|
|
Eligibility to receive an annual discretionary bonus of up to seventy-five percent (75%)
of Dr. Marques’s base salary actually received in any such year;
|
·
|
|
Subject to the approval of the Board and pursuant to the Company’s Equity Compensation
Plan, an equity grant of 200,000 restricted stock unit (“RSU”), which shall vest into common stock of the Company
over three years, subject to Dr. Marques remaining employed and in good standing, one-third vesting 12 months after the grant date, and
the remainder vesting in equal tranches quarterly for thereinafter;
|
·
|
|
Subject to the approval of the Board and pursuant to the Company’s Equity Compensation
Plan, an option to purchase 200,000 shares (“Options”) of the Company’s common stock, which shall vest over
three years, subject to Dr. Marques remaining employed and in good standing, one-third vesting 12 months after the grant date, and the
remainder vesting in equal tranches quarterly thereinafter;
|
·
|
|
Eligibility to participate in all employee benefit programs for which Dr. Marques is eligible
under the terms and conditions of the benefit plans, including, at minimum, medical & dental for Dr. Marques and his spouse and dependents
and paid time off including twenty-one (21) days of paid vacation as well as other benefits; and
|
·
|
|
Severance benefits in the event that the Company terminates Dr. Marques’s employment
for any reason other than for “cause”, as defined in the Executive Employment Agreement, equal to the equivalent of twelve
(12) months of Dr. Marques’s base salary in effect as of the date of Dr. Marques’s employment termination, subject to standard
payroll deductions and withholdings and subject to Dr. Marques signing, not revoking, and complying with a separation agreement and release
of claims in a form reasonably satisfactory to the Company.
|
The Executive Employment Agreement defines “cause”
as: (a) commission of any felony or crime involving dishonesty or moral turpitude (whether or not a felony); (b) any action by Executive
involving fraud, breach of the duty of loyalty, malfeasance, willful misconduct, or negligence, (ii) the failure or refusal by Executive
u to perform any material duties hereunder or to follow any lawful and reasonable direction of the Company; (c) intentional damage to
any property of the Company; (d) chronic neglect or absenteeism in the performance of Executive’s duties; (e) willful misconduct,
or other material violation of Company policy or code of conduct that causes an adverse effect upon the Company; (f) breach of any written
agreement with the Company (including the Employment Agreement); or (g) any action that in the reasonable belief of the Company shall
or potentially shall subject the Company to negative adverse publicity or effects.
The foregoing description of the Executive Employment
Agreement is qualified in its entirety by reference to the text of such letter, which will be filed as an exhibit to the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
In accordance with the provisions of the Executive Employment Agreement, on December 20, 2021, the Board approved
equity grants of 200,000 RSUs and Options to purchase 200,000 shares, with an exercise price equal to the closing price of the Company’s
common stock on December 20, 2021, and that each grant will vest over three years, subject to Dr. Marques remaining employed and in good
standing, one-third vesting 12 months after the grant date, and the remainder vesting in equal tranches quarterly thereinafter.
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
PASITHEA THERAPEUTICS CORP.
|
|
|
Date: December 21, 2021
|
/s/ Tiago Reis Marques
|
|
Name:
|
Tiago Reis Marques
|
|
Title:
|
Chief Executive Officer
|
Pasithea Therapeutics (NASDAQ:KTTA)
Historical Stock Chart
From Apr 2024 to May 2024
Pasithea Therapeutics (NASDAQ:KTTA)
Historical Stock Chart
From May 2023 to May 2024