FORM D
Notice of Exempt Offering of Securities

UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.

OMB APPROVAL
OMB Number: 3235-0076
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1. Issuer's Identity
CIK (Filer ID Number)Previous Name(s)NoneEntity Type
0001841330
Corporation
Limited Partnership
 Limited Liability Company
 General Partnership
 Business Trust
Other 
Name of Issuer
 Pasithea Therapeutics Corp.
Jurisdiction of Incorporation/Organization
DELAWARE 
Year of Incorporation/Organization
Over Five Years Ago
Within Last Five Years (Specify Year)
2020
Yet to Be Formed
 
  
  
 
2. Principal Place of Business and Contact Information
Name of Issuer
 Pasithea Therapeutics Corp.
Street Address 1Street Address 2
 1111 LINCOLN ROAD
 SUITE 500
CityState/Province/CountryZIP/Postal CodePhone No. of Issuer
 MIAMI BEACH
 FLORIDA
 
 33139
 (702) 514-4174 



3. Related Persons

Last NameFirst NameMiddle Name
Steinman
Lawrence
Street Address 1Street Address 2
 1111 Lincoln Road 
 
CityState/Province/CountryZIP/Postal Code
 Miami Beach
 FLORIDA
 33139
 
Relationship:Executive OfficerDirectorPromoter
Clarification of Response (if Necessary)


Last NameFirst NameMiddle Name
Dumesnil
Simon
Street Address 1Street Address 2
 1111 Lincoln Road 
 
CityState/Province/CountryZIP/Postal Code
 Miami Beach
 FLORIDA
 33139
 
Relationship:Executive OfficerDirectorPromoter
Clarification of Response (if Necessary)


Last NameFirst NameMiddle Name
Bendiabdallah
Yassine
Street Address 1Street Address 2
 1111 Lincoln Road 
 
CityState/Province/CountryZIP/Postal Code
 Miami Beach
 FLORIDA
 33139
 
Relationship:Executive OfficerDirectorPromoter
Clarification of Response (if Necessary)


Last NameFirst NameMiddle Name
Gloss
Stanley
M.
Street Address 1Street Address 2
 1111 Lincoln Road 
 
CityState/Province/CountryZIP/Postal Code
 Miami Beach
 FLORIDA
 33139
 
Relationship:Executive OfficerDirectorPromoter
Clarification of Response (if Necessary)


Last NameFirst NameMiddle Name
Marques
Tiago Andre
Dos Reis
Street Address 1Street Address 2
 1111 Lincoln Road 
 
CityState/Province/CountryZIP/Postal Code
 Miami Beach
 FLORIDA
 33139
 
Relationship:Executive OfficerDirectorPromoter
Clarification of Response (if Necessary)


Last NameFirst NameMiddle Name
Leahy
Emer
Street Address 1Street Address 2
 1111 Lincoln Road 
 
CityState/Province/CountryZIP/Postal Code
 Miami Beach
 FLORIDA
 33139
 
Relationship:Executive OfficerDirectorPromoter
Clarification of Response (if Necessary)




4. Industry Group
 Agriculture
Banking & Financial Services
  Commercial Banking
  Insurance
 Investing
  Investment Banking
  Pooled Investment Fund

 Other Banking & Financial Services
 Business Services
Energy
  Coal Mining
  Electric Utilities
  Energy Conservation
  Environmental Services
  Oil & Gas
  Other Energy
Health Care
  Biotechnology
  Health Insurance
  Hospitals & Physicians
  Pharmaceuticals
  Other Health Care
   
   
   
  
 Manufacturing
Real Estate
 Commercial
 Construction
 REITS & Finance
 Residential
Other Real Estate
 Retailing
Restaurants
Technology
 Computers
 Telecommunications
 Other Technology
Travel
 Airlines & Airports
 Lodging & Conventions
 Tourism & Travel Services
 Other Travel
Other

  
   
5. Issuer Size
Revenue RangeAggregate Net Asset Value Range
No Revenues No Aggregate Net Asset Value
 $1 - $1,000,000$1 - $5,000,000
 $1,000,001 - $5,000,000 $5,000,001 - $25,000,000
$5,000,001 - $25,000,000 $25,000,001 - $50,000,000
$25,000,001 - $100,000,000 $50,000,001 - $100,000,000
 Over $100,000,000 Over $100,000,000
 Decline to Disclose Decline to Disclose
 Not Applicable Not Applicable

 
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
Rule 504(b)(1) (not (i), (ii)
or (iii))		Rule 505      
Rule 504 (b)(1)(i) Rule 506(b)
Rule 504 (b)(1)(ii) Rule 506(c)
Rule 504 (b)(1)(iii)Securities Act Section 4(a)(5)
Investment Company Act Section 3(c)
 
 

7. Type of Filing
 New Notice Date of First Sale 
2021-11-29
 First Sale Yet to Occur
 Amendment


 
 
8. Duration of Offering
Does the Issuer intend this offering to last more than one year?  Yes  No
 
 
9. Type(s) of Securities Offered (select all that apply)
Pooled Investment Fund InterestsEquity
Tenant-in-Common Securities Debt
Mineral Property SecuritiesOption, Warrant or Other Right to Acquire Another Security
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire SecurityOther (describe)
 
 
 
10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?  Yes  No
Clarification of Response (if Necessary)
 
 
 
11. Minimum Investment
Minimum investment accepted from any outside investor$
 0
USD

12. Sales Compensation
Recipient Recipient CRD NumberNone
 EF Hutton, division of Benchmark Investments, LLC
 103792
(Associated) Broker or DealerNone(Associated) Broker or Dealer CRD Number None
  
  
Street Address 1      Street Address 2
590 MADISON AVENUE
39TH FLOOR
City State/Province/CountryZIP/Postal Code
 NEW YORK
 NEW YORK
 10022
State(s) of SolicitationAll StatesForeign/Non-US
 
CALIFORNIA
CONNECTICUT
FLORIDA
NEVADA
NEW JERSEY
NEW YORK
PUERTO RICO



13. Offering and Sales Amounts
 
Total Offering Amount $
30380000
USDIndefinite
Total Amount Sold $
30380000
USD
Total Remaining to be Sold $
0
USDIndefinite
Clarification of Response (if Necessary)
The securities were issued in an offering of 8,680,000 shares and 8,680,000 warrants issued as part of a PIPE transaction, for $3.50 per share and accompanying warrant.
 
14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
   
  Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
21
 
15. Sales Commissions & Finders’ Fees Expenses
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions$
2734200
USDEstimate
Finders' Fees$
0
USDEstimate
Clarification of Response (if Necessary)
EF Hutton also received a cash fee equal to 1.0% of the gross proceeds raised by the Company in the Offering for non-accountable expenses, and $70,000 for accountable expenses.
 

16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
 $ 
0
USDEstimate
Clarification of Response (if Necessary)
 

Signature and Submission
 
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission 
 In submitting this notice, each Issuer named above is: 
 
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Regulation D for one of the reasons stated in Rule 505(b)(2)(iii) or Rule 506(d).
 
Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
 
IssuerSignatureName of SignerTitleDate
Pasithea Therapeutics Corp./s/ Tiago Reis MarquesTiago Reis MarquesChief Executive Officer2021-12-07