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 |
| ☐ | Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive
Proxy Statement |
| ☒ | Definitive
Additional Materials |
| ☐ | Soliciting
Material Pursuant to Rule §240.14a-12 |
PASITHEA
THERAPEUTICS CORP.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
| ☐ | Fee
paid previously with preliminary materials. |
| ☐ | Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11. |
PASITHEA
THERAPEUTICS CORP.
1111
Lincoln Road, Suite 500
Miami
Beach, FL 33139
PROXY
STATEMENT SUPPLEMENT DATED DECEMBER 19, 2023
Annual
Meeting of Stockholders
To
be held on December 28, 2023
The
following information supplements and should be read in conjunction with the original Proxy Statement dated October 26, 2023 of Pasithea
Therapeutics Corp. (“Pasithea” or the “Company”), which was mailed to shareholders on or about October 26, 2023
(the “Proxy”). Terms defined in the Proxy have the same meaning herein, unless the context otherwise requires.
SUPPLEMENTAL
DISCLOSURE
Pasithea
is providing this supplement to reflect the following updates to the disclosure in the Proxy:
Adjournment
On
December 19, 2023, the Company published a press release announcing that it had convened and then partially adjourned its 2023 Annual
Meeting, in order to provide stockholders additional time within which to vote on certain proposals described in the Company’s
Proxy. The adjourned Annual Meeting will reconvene on December 28, 2023 at 9:00 a.m. Eastern Time at www.virtualshareholdermeeting.com/KTTA2023.
A
copy of the Press Release announcing the partial adjournment is included herein as Annex A.
Annex
A
Pasithea Therapeutics Announces Results from
2023 Annual Meeting
-- Solicitation Continues
for Certain Charter Amendment Proposals --
SOUTH SAN FRANCISCO, Calif. and MIAMI, Fl., December
19, 2023 (GLOBE NEWSWIRE) — Pasithea Therapeutics Corp. (“Pasithea” or the “Company”) (NASDAQ: KTTA), today
announced that it held its annual meeting of stockholders (the “Annual Meeting”) on December 19, 2023.
Over 70% of the Company’s shares of common stock were represented
at the Annual Meeting. More than 95% of shares voted were cast “for” the election of directors (Proposal 1), and over 85%
“for” Proposals 2, 3 and 6 (collectively, the “Approved Proposals”).
The Approved Proposals related to the following matters:
| ● | appointment of the Company’s proposed slate of directors; |
| ● | a charter amendment relating to a potential reverse stock split and corresponding
reduction in authorized shares of common stock; |
| ● | the Pasithea Therapeutics Corp. 2023 Stock Incentive
Plan; and |
| ● | ratification of Marcum LLP as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2023. |
The
final voting results will be included in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission (“SEC”)
within four business days of the Annual Meeting.
The Annual Meeting was also partially adjourned in order to provide stockholders
additional time to vote on certain additional charter amendment proposals included as Proposals 4, 5(A), 5(B) and 5(C) (the “Adjourned
Proposals”) in the Company’s definitive proxy statement filed with the SEC on October 26, 2023 (the “Proxy Statement”).
The Adjourned Proposals require a heightened voting threshold of a majority of shares outstanding, with broker non-votes having the same
effect as a vote “against.”
The adjourned Annual Meeting will be reconvened
solely with respect to the Adjourned Proposals on December 28, 2023 at 9:00 a.m. Eastern Time at www.virtualshareholdermeeting.com/KTTA2023
(the “Adjourned Meeting”). The original record date of October 12, 2023 remains the same for the Adjourned Meeting. Stockholders
of record may attend the virtual webcast meeting by logging in through the same method as set forth in the Proxy Statement. The Company’s
board of directors believes approval of the Adjourned Proposals are advisable and in the best interests of the Company and its stockholders
for the reasons described in the Proxy Statement.
Voting for the Approved Proposals has now closed,
and those proposals were approved by stockholders at the Annual Meeting held on December 19, 2023. Voting remains open only as to the
Adjourned Proposals, and these are the only proposals that will be voted upon at the Adjourned Meeting. Stockholders who have already
voted their shares on the Adjourned Proposals do not need to vote again. Proxies previously submitted will be voted at the Adjourned Meeting,
and stockholders who have previously submitted a proxy or otherwise voted on the Adjourned Proposals need not take any action.
Pasithea encourages all stockholders, as of the record date on October
12, 2023, who have not yet voted on Proposals 4 through 5(C) to do so promptly. Stockholders may use the Proxy Card that they were originally
provided with or vote in the manner as set forth in the Proxy Statement. Stockholders needing assistance with casting or modifying their vote
should contact the Company’s proxy solicitor, Alliance Advisors, toll free at (888) 490-5085.
About Pasithea Therapeutics Corp.
Pasithea is a biotechnology company primarily
focused on the discovery, research and development of innovative treatments for central nervous system (CNS) disorders and RASopathies.
With an experienced team of experts in the fields of neuroscience, translational medicine, and drug development, Pasithea is developing
new molecular entities for the treatment of neurological disorders, including Amyotrophic Lateral Sclerosis (ALS), Neurofibromatosis type
1 (NF1), Noonan syndrome and Solid Tumors.
Forward Looking Statements
This press release contains statements that constitute
“forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements include all statements, other than statements of historical fact, regarding the Company’s
current views and assumptions with respect to future events regarding its business, the success of the Company’s current and future
business strategies, product development, clinical studies, clinical and regulatory timelines, market opportunity, competitive position,
business strategies, potential growth opportunities and other statements that are predictive in nature. 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 release. These forward-looking statements are based upon current estimates and assumptions
and are subject to various risks and uncertainties, including factors set forth in the Company’s most recent Annual Report on Form
10-K, Quarterly Report on Form 10-Q and other filings made 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 Contact
Patrick Gaynes
Corporate Communications
pgaynes@pasithea.com
A-2
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