Pasithea Therapeutics Corp. Announces Pricing of Upsized $24.0 Million Initial Public Offering

MIAMI BEACH, Fla., Sept. 14, 2021 (GLOBE NEWSWIRE) -- Pasithea Therapeutics Corp. ("Pasithea" or the "Company"), a biotechnology company focused on the research and discovery of new and effective treatments for psychiatric and neurological disorders, today announced the pricing of its initial public offering of 4,800,000 units (“Units”), with each unit consisting of one share of common stock (the “Common Stock”) and one warrant (the “Warrant”) to purchase one share of Common Stock at a public offering price of $5.00 per Unit, for aggregate gross proceeds of approximately $24.0 million, prior to deducting underwriting discounts, commissions, and other offering expenses and excluding any exercise of the underwriters’ option to purchase any additional securities as described herein. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 720,000 shares of Common Stock and/or Warrants to purchase up to 720,000 shares of Common Stock at the public offering price less the underwriting discounts and commissions. The offering is expected to close on or about September 17, 2021, subject to satisfaction of customary closing conditions.

The Company has received approval to list its Common Stock and Warrants on The Nasdaq Capital Market, with its Common Stock trading under the symbol “KTTA” and the Warrants trading under the symbol “KTTAW”, with trading expected to begin on September 15, 2021. Each Warrant is exercisable for one share of common stock at an exercise price of $6.25 per share and will expire five years from the date of issuance.

EF Hutton, division of Benchmark Investments, LLC, is acting as sole book-running manager for the offering.

The Securities and Exchange Commission (“SEC”) declared effective a registration statement on Form S-1, as amended (File No. 333-255205) (the “Registration Statement”), on September 14, 2021. In addition, a registration statement on Form S-1 (File No. 333-259530) filed with the SEC pursuant to Rule 462(b) under the Securities Act of 1933, as amended, became effective on September 14, 2021. A final prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at http://www.sec.gov. Electronic copies of the final prospectus relating to this offering, when available, may be obtained from EF Hutton, a division of Benchmark Investments, LLC, 590 Madison Avenue, 39th Floor, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@efhuttongroup.com or telephone at (212) 404-7002.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Pasithea Therapeutics Corp.

Pasithea Therapeutics Corp. is a biotechnology company focused on the research and discovery of new and effective treatments for psychiatric and neurological disorders. Its biotech operations will focus on developing drugs that target the pathophysiology underlying such disorders rather than symptomatic treatments, with the goal of developing new pharmacological agents that display significant advantages over conventional therapies with respect to efficacy and tolerability. The Company’s secondary operations focus on providing business support services to anti-depression clinics in the United Kingdom and in the United States. The Company’s operations in the United Kingdom will involve providing business support services to registered healthcare providers who will assess patients, and if appropriate, administer intravenous infusions of ketamine, and the Company’s operations in the United States will involve providing business support services to entities that furnish similar services to patients who personally pay for those services. Pasithea has partnered with two successful clinics for immediate exposure in locations across Los Angeles, New York City and London.

Forward-Looking Statements

This press release contains statements that constitute "forward-looking statements," including with respect to the Company's initial public offering. No assurance can be given that the offering will be completed on the terms described, or at all. 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, without limitation, those set forth in the Risk Factors section of the Company's Registration Statement and preliminary prospectus for the offering filed 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 Corp. Company Contact
Dr. Tiago Reis Marques
Chief Executive Officer
E: tiago@pasithea.com

Pasithea Therapeutics Corp. Investor Relations
Lisa M. Wilson
In-Site Communications, Inc.
T: 212-452-2793
E: lwilson@insitecony.com

Released September 14, 2021