Pasithea Therapeutics Corp 8-K, filed Jul 20, 2023
Pasithea Therapeutics Corp. (KTTA)
About this 8-K
Pasithea Therapeutics Corp filed this 8-K on July 20, 2023.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events
On July 20, 2023, Pasithea Therapeutics Corp. (the “Company”) issued a press release announcing that the Company intends to commence a tender offer (the “Tender Offer”) to purchase for cash up to $4.0 million of value of its common stock, $0.0001 par value per share (“Common Stock”), at an anticipated cash purchase price of $0.70 per share.
The press release attached hereto as Exhibit 99.1 is for informational purposes only and is neither a recommendation, an offer to purchase nor a solicitation of an offer to sell securities. The Tender Offer described in this statement and the accompanying exhibit has not yet commenced. The solicitation of offers to buy shares of the Company’s Common Stock will only be made pursuant to an Offer to Purchase and other related documents that the Company will send to its stockholders once the Tender Offer has commenced. Stockholders of the Company are urged to read these materials when they become available, as well as any other relevant documents filed with the Securities and Exchange Commission (“SEC”) when they become available, carefully and in their entirety because they will contain important information, including the terms and conditions of the tender offer. Those materials will be distributed by the Company to the Company’s stockholders at no expense to them.
Upon commencement of the Tender Offer, the Company will file the Offer to Purchase and other related documents with the SEC, and, when available, investors may obtain them for free from the SEC at its website (www.sec.gov) or free of charge from the Company as described in Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No. |
Description | |
| 99.1 | Press release of Pasithea Therapeutics Corp. issued July 20, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
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. | ||
| Dated: July 20, 2023 | By: | /s/ Tiago Reis Marques |
| Tiago Reis Marques | ||
| Chief Executive Officer | ||
2
Exhibit 99.1
Pasithea
Therapeutics Announces Intention to Commence a $4.0 Million
Tender Offer for its Common Stock at Price of $0.70 per Share in
Cash
-- Tender Offer Expected to Close Third Quarter of 2023 --
PALO ALTO, Calif. and MIAMI, Florida, July 20, 2023 (GLOBE NEWSWIRE) -- Pasithea Therapeutics Corp. (NASDAQ: KTTA) (“Pasithea” or the “Company”), a biotechnology company focused on the discovery, research, and development of innovative treatments for central nervous system (CNS) disorders, today announced that its Board of Directors (the “Board”) has authorized the repurchase, through a $4.0 million tender offer (“Tender Offer”), of up to approximately 5.7 million shares of the Company’s outstanding common stock, at an anticipated cash purchase price of $0.70 per share.
Pasithea’s executive officers and directors have informed the Company that they do not intend to tender any shares of common stock in the Tender Offer. To the extent the Tender Offer is oversubscribed, the Company will accept shares for purchase in the Tender Offer on a pro rata basis.
Pasithea anticipates consummating the Tender Offer during the third quarter of 2023.
Tender Offer Statement
Pasithea has not commenced the Tender Offer, and the description of the Tender Offer contained in this press release is neither an offer to purchase nor a solicitation of an offer to sell shares of Pasithea. There can be no assurance that any tender offer will be commenced or if commenced that it will be consummated.
This press release is for informational purposes only and is not a recommendation, an offer to buy, nor the solicitation of an offer to sell, any shares. The full details of any tender offer, including complete instructions on how to tender shares, will be included in the offer to purchase, the letter of transmittal and related materials, which will be distributed to stockholders promptly following commencement of the offer. Stockholders should read carefully the offer to purchase, the letter of transmittal and other related materials when they are available because they will contain important information.
Once the Tender Offer has commenced, copies of the offer to purchase, the letter of transmittal and other related materials will be filed with the Securities and Exchange Commission, and will be available free of charge at the Commission’s website at www.sec.gov and on the Investors section of Pasithea’s website at www.ir.pasithea.com. When available, shareholders also may obtain a copy of these documents from the Company, free of charge, by directing a request to: Secretary, Pasithea Therapeutics Corp., 1111 Lincoln Road, Suite 500, Miami Beach, Florida 33139, Email info@pasithea.com, Telephone (702) 514-4174.
About Pasithea Therapeutics Corp.
Pasithea Therapeutics 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 Neurofibromatosis type 1 (NF1), Amyotrophic Lateral Sclerosis (ALS) and Multiple Sclerosis (MS).
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, as well as other statements with respect to the Company’s plans, assumptions, expectations, beliefs and objectives with respect to statements about the expected tender offer, including the value of the Company’s common stock expected to be offered to be purchased in the tender offer, and whether the tender offer is actually commenced and consummated as planned or at all, 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 Form 10-K, Form 10-Q and other 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 U.S. Securities and Exchange Commission (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.
Contact
Patrick Gaynes
Corporate Communications
pgaynes@pasithea.com