mwe.com

June 21, 2021

VIA EDGAR AND EMAIL

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.
Washington, D.C. 20549

Dear Mr. Campbell:

On behalf of Pasithea Therapeutics Corp. (the “Company”), we are writing to submit the Company’s responses to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) dated June 16, 2021, relating to the above referenced Registration Statement on Form S-1 (File No. 333-255205) filed by the Company on April 13, 2021 (the “Registration Statement”).

Concurrent with the submission of this letter, the Company is filing via EDGAR Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-255205) (“Amendment No. 2”), which reflects the Company’s responses to the comments received by the Staff and certain updated information. We have also enclosed a courtesy copy of Amendment No. 2, marked to indicate changes from the Registration Statement filed on April 13, 2021, as Exhibit A. For your convenience, the Company is also delivering via email a copy of this letter and its enclosures.

For ease of review, we have set forth below each of the numbered comments of your letter and the Company’s responses thereto. Capitalized terms used herein but not defined herein have the meanings given to such terms in Amendment No. 2.

Amendment No. 1 to Registration Statement on Form S-1

Prospectus Summary, page 2

Response: In response to the Staff’s comments, we have revised our disclosure to include a summary of the findings discussed in these consensus statements.

Services, page 5

Response: In response to the Staff’s comments, we have revised the discussion of our partnership with Zen Healthcare to clarify the material terms of the partnership, including the services we are providing, how our share will be calculated, and our anticipated timing to begin receiving revenues pursuant to the partnership.

Response: In response to the Staff’s comments, we have revised our disclosure to clarify that our UK subsidiary has hired one employees and initiated the process with applicable regulators in order to obtain regulatory approvals.

Response: In response to the Staff’s comments, we have revised the disclosure to indicate steps we have taken, what steps remain and our anticipated timeline for entering into these agreements..

The Offering, page 13

Response: In response to the Staff’s comments, we have revised the "Use of proceeds" subsection to clarify that the proceeds from the offering will be used to fund preclinical R&D work for future product candidates.

Business

License Agreements and Strategic Collaborations, page 72

Response: In response to the Staff’s comments, we have revised to disclose the termination provisions under Zen Knightsbridge and Holborn Collaboration Agreement as well as under the IV Docs Subcontract Agreement.

Executive and Director Compensation, page 89

Response: We have not identified Mr. Gloss or Dr. Bendiabdallah as named executive officers (NEOs) because NEOs for smaller reporting companies are: (i) the principal executive officer (PEO), (ii) the two most highly compensated executive officers other than the PEO, and (ii) up to two additional individuals from whom disclosure would have been provided but for the fact they were not serving as an executive officer. Mr. Gloss or Dr. Bendiabdallah are not the principal executive officer and they do not meet the compensation threshold of $100,000 (see Regulation S-K 402(m), including instruction 1 thereof).

Item 15. Recent Sales of Unregistered Securities, page II-2

Response: In response to the Staff’s comments, we have revised our disclosure in this section to indicate that the correct share price of $1.60 and $2.40.

Please contact me at 212 547-5885 if you have any questions or require any additional information in connection with this letter or the Company’s submission of its Registration Statement on Form S-1.