8-K
Pasithea Therapeutics Corp. (KTTA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Dateof earliest event reported): June 23, 2022
PasitheaTherapeutics Corp.
(Exact name of Registrant as Specified in ItsCharter)
| Delaware | 001-40804 | 85-1591963 |
|---|---|---|
| (State or Other Jurisdictionof Incorporation) | (Commission File Number) | (IRS EmployerIdentification No.) |
| 1111 Lincoln Road, Suite 500 | ||
| --- | --- | |
| Miami Beach, Florida | 33139 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (702) 514-4174
(Former Name or Former Address, if Changed SinceLast Report)
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<br>Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)<br>under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)<br>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 exchangeon which registered |
|---|---|---|
| Common stock, par value $0.0001 per share | KTTA | The Nasdaq Stock Market |
| Warrants to purchase common stock, par value $0.0001 per share | KTTAW | The Nasdaq Stock 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 5.07 Submission of Matters to a Vote of Security Holders.
Pasithea Therapeutics Corp. (the “Company”) held its 2022 Annual Meeting of Shareholders on June 23, 2022 (the “Annual Meeting”).
At the close of business on May 3, 2022, the record date of the Annual Meeting, the Company had 22,858,371 shares of common stock issued and outstanding. The following shares were present at the Annual Meeting, either in person at the virtual shareholder meeting or by proxy.
The results of the proposals are as follows:
- The election of directors to the Board of Directors of the Company to serve for a term of one year:
| Name | Votes For | Abstain | ||
|---|---|---|---|---|
| Dr. Tiago Reis Marques | 5,792,046 | 2,073,308 | ||
| Dr. Yassine Bendiabdallah | 5,792,534 | 2,072,820 | ||
| Prof. Lawrence Steinman | 5,769,723 | 2,095,631 | ||
| Simon Dumesnil | 5,779,224 | 2,086,130 | ||
| Dr. Emer Leahy | 5,813,102 | 2,052,252 |
All director nominees were duly elected.
- The ratification of the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022:
| Votes For | Votes Against | Abstain |
|---|---|---|
| 10,751,385 | 1,078,159 | 15,560 |
The proposal was approved.
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SIGNATURES
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 thereunto duly authorized.
| Pasithea Therapeutics Corp. | ||
|---|---|---|
| Date: June 23, 2022 | By: | /s/ Tiago Reis Marques |
| Tiago Reis Marques<br><br>Chief Executive Officer |
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