Annual General Meeting Transcript - KTTA 2026-09-09

Operator

Welcome to the annual meeting for Pasithea Therapeutics Corp. Our host for today's call is Dr. Tiago Reyes-Marquez, Chief Executive Officer and Director. I will now turn the call over to your host, Dr. Marquez. You may begin.

Dr. Tiago Reis Marques, CEO

Thank you. Good morning, ladies and gentlemen. I'm Dr. Tiago Reyes-Marquez, Chief Executive Officer and Director of Pasithea Therapeutics Corp. I'll be serving as chairman of today's meeting, which is being held in a virtual format at www.virtualshareholdermeeting.com. This virtual meeting format allows stockholders the opportunity to exercise the same rights as if they attend an in-person annual meeting of stockholders. On behalf of the company, I want to welcome you and thank you for attending this annual meeting of stockholders. I would also like to introduce Daniel Steinderman, Chief Financial Officer of the company, Nicholas Lococo, representative of the accounting firm of CBiz CPA, the company independent registered public accountants, and James O'Grady of Low and Signed Settler LLP, our outside corporate counsel. After the formal portion of the meeting has been completed, we'll provide time for general questions. Only validated stockholders will be able to ask questions into designated fields onto a portal. Please note, we will attempt to answer questions, as many questions as time allows, but only questions that are germane to the meeting will be addressed. As of 9 a.m. on September 9, 2026, the polls for voting on all matters at the meeting are open. All stockholders entitled to vote at this meeting have the ability to do so through the virtual platform. If you are a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so via the virtual platform. please remember that if you already voted by proxy it is not necessary to vote again after voting has been completed on all matters will close the polls and the inspector of election will provide its preliminary reports the meeting is now called to order then no Schneider man she financial officer of officer of the company will act as secretary of this meeting if you have not yet already voted we kindly ask you to vote online now inspector of elections. Tony Carideau, a representative of Broadbridge Financial Solutions, has been appointed as inspector of elections for this meeting. Mrs. Carideau has taken the customary oath of office, which will be filed with the permanent records of the meeting. By attending the meeting virtually, you are asked to record your appearance. The company has already given the inspector of elections the proxies previously received from stockholders. Any non-storical statement that the company will make today will constitute forward-looking statement under the private security litigation reform act of 1995 actual results could could differ material from this statement as a result of a number of recent uncertainties including the risk that the company has been cited in the most in its most recent 10k and 10q filings with the security and exchange commission and that the company typically cites in its press release also i'd like to remind everyone that this meeting is not a public forum for the purpose of the SEC regulation FT. As a result, while the company will be having to provide you with general background information about the company, will not be able to provide you with material non-public information at this meeting. Notice and a few of it. The company's board of directors set the close of business on July 24-26, as the record date for stockholders entitled to notice of and to vote at this meeting. As of the record date, 33,414,448 shares of the company common stock were outstanding, each share being entitled to one vote on all matters properly brought before the meeting. The notice of meeting and proxy statements were filed with the Security and Exchange Commission on August 7, 2026 and were sent or given to each holder of records of our common stock on or about August 7, 2026. The affidavit of mailing prepared by an employee of Broadbridge Financial Solutions, Inc. Certified that timely mailing of the notice of the meeting to all stockholders of record and to record date is available for inspection by the stockholders. Quorum. Under our bylaws, one-third of the shares entitled to vote which are present or represented by proxy at the annual meeting constitutes a quorum. A quorum is necessary to conduct business at the annual meeting. A tally by the inspector of elections indicates that a quorum is present and the meeting will proceed on that assumption. The presence of a quorum will be confirmed by the inspector of elections when it completes its tally of proxies and ballots. A final count of the exact number of shares present will be included in the minutes of this meeting. Formal business of meeting. Since a quorum is present, we may now proceed to the business of the meeting. Today's meeting will be voting upon the three proposals listed in your proxy statements. We'll now address each of the proposals. I'll request that any discussion in connection with an item be limited to that item. Proposal 1, election of directors. The first order of business is proposal 1, the election of directors. Dr. Tiago Rees-Marcus and Professor Lawrence Steinman have been nominated to serve as Class 3 directors by our board of directors until the NL meeting of stockholders in 2029. The Board of Directors unanimously recommends that stockholders vote for each of the directors' The company receives no other nomination for directors in accordance with the procedure set forth in our bylaws, allowing for the submission of additional nominations. Therefore, I declare the nomination for directors closed. Proposal 2, Ratification of Independence Registered Public Accounting Firm. The second order of business is Proposal 2, to consideration of ratification of CBCPASPC as our independent registered public accounting firm for the fiscal year ending December 31st, 2026. The appointment of CBCPASPC was made by the Audit Committee and is discussed in the proxy statement made available to you in connection with this meeting. A representative of CBCPASPC is present and is available to respond to appropriate questions during the question and answer periods. The Board of Directors unanimously recommends stockholders to vote for this proposal. Proposal 3, reverse stock split. The third order of business is Proposal 3, the adoption and approval of an amendment to the company's second amendment and restate certificate of incorporation as amended and or restated from time to time at the discretion of the Board of Directors to effect a reverse stock split of the company's share of common stock at a specific ratio ranging from one for two to one for 20 at any time prior to the one year anniversary date of the annual meeting with the exact ratio be determined by the board without further approval or authorization of the company's stockholders the proposal is described in this talent the proxy statement that made available to you in connection with this meeting and the proposed amendment is included as annex a for the board of directors unanimously recommend and stockholders vote for this proposal. We will now entertain questions that stockholders might have with respect to foregoing proposals and the company generally. Your questions should be limited to two proposals presented.

Operator

Questions are limited to two per stockholders.

Dr. Tiago Reis Marques, CEO

As there are no questions or comments regarding the aforementioned proposals, and since there is no other business on today's agenda for this meeting, we'll proceed with the balloting on each of the proposals. as previously noted all proxies have been given to the inspector of elections and we ask that all voting online at this meeting be finalized for these proposals if you already voted by proxy and do not wish to change your vote you need not to do anything further however if you wish to revoke your proxy and change your vote for any of the proposals you may do so now by following the instructions on the virtual meeting webpage both stakeholders or the proxies have cast their ballots

Dr. Tiago Reis Marques, CEO

on the three proposals we are acting upon here today the polls for those proposals are now closed i instruct inspector of elections to counter votes and submit the tally to the secretary chairman dr tiago race marquez and professor lawrence steinemann have been duly elected by a plurality of the votes cast at this meeting there therefore dr tiago race marquez and professor Lawrence Tyneman have been elected to hold office until the annual meeting of stockholders in 2029. More than a majority of the votes cast at this meeting have been voted in favor of Proposal 2, the ratification of CBizCPA's PC as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. And Proposal 3, the reverse stock split Therefore, Proposal 2 and Proposal 3 are hereby ratified and Proposal 3 is hereby approved.

Operator

Thank you.

Dr. Tiago Reis Marques, CEO

The Inspector of Elections will file a certificate with respect to the results of the voting in the company's meeting of this meeting. The final official result of this meeting will be filed with the Security and Exchange Commission in the current report on Form 8K within four business days of this meeting. This completes the business to be conducted at this meeting. Since there are no other matters to come before this meeting, I declare that the annual meeting of stockholders of Pazithese Robotics Corp. is hereby adjourned. Thank you for your attendance.

Operator

The meeting has now concluded. Thank you for joining and have a pleasant day.