UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 6, 2023

Pasithea Therapeutics Corp.

(Exact name of registrant as specified in its charter)

1111 Lincoln Road, Suite 500

Miami Beach, FL 33139

(Address of principal executive offices, including zip code)

(786) 977-3380

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last 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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.08. Shareholder Director Nominations.

On October 6, 2023, the board of directors (the “Board”) of Pasithea Therapeutics Corp. (the “Company”) set the date for the Company’s 2023 annual meeting of stockholders (the “2023 Annual Meeting”) as November 29, 2023. The Company expects to begin delivering and making available the proxy materials for the 2023 Annual Meeting on or about October 23, 2023. Because the Annual Meeting will be held more than thirty (30) days after the anniversary date of the Company’s 2022 annual meeting of stockholders, the Company is filing this Current Report on Form 8-K to provide the due date for the submission of any qualified stockholder proposals or qualified stockholder director nominations with respect to the 2023 Annual Meeting.

Stockholders who intend to present proposals for inclusion in the proxy materials for the 2023 Annual Meeting under Rule 14a-8 (“Rule 14a-8”) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) must ensure that such proposals are received by the Company, in writing at 1111 Lincoln Road, Suite 500, Miami Beach, FL 33139, no later than October 23, 2023, which the Company has determined to be a reasonable time before it expects to begin to deliver and make available its proxy materials, and must furthermore comply with all applicable requirements of Rule 14a-8 promulgated under the Exchange Act.

Pursuant to the Company’s Amended and Restated Bylaws, to be considered timely, stockholders who intend to present proposals for director nominations or any other proposal at the 2023 Annual Meeting must provide notice in writing to the Company at 1111 Lincoln Road, Suite 500, Miami Beach, FL 33139, no later than October 23, 2023, the tenth calendar day following the date of this Current Report on Form 8-K publicly announcing the date of the 2023 Annual Meeting.

In addition to satisfying the foregoing requirements, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act by October 23, 2023, the tenth calendar day following the date of this Current Report on Form 8-K publicly announcing the date of the 2023 Annual Meeting.

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.

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