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): December 9, 2022

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)

Registrant’s Telephone Number, Including Area Code: (702) 514-4174

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 (§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 1.01 Entry into a Material Definitive Agreement.

On December 9, 2022, Pasithea Therapeutics Corp. (“Pasithea” or “Company”) entered into a Settlement and Cooperation Agreement (“Cooperation Agreement”) with Concord IP2 Ltd., Elderhill Corporation, Leonite Capital LLC, Leonite Fund I, LP, Camac Partners, LLC, Camac Capital, LLC, Camac Fund, LP, David Delaney, Avi Geller, and Eric Shahinian (collectively, the “Camac Group”). As of the date of the Cooperation Agreement, the Camac Group has a beneficial ownership interest in the common stock, $0.0001 par value per share (“Common Stock”) of the Company totaling, in the aggregate, 3,205,282 shares, or approximately 11.0% of the Company’s common stock issued and outstanding (based on the Company’s shares outstanding as of November 14, 2022).

The Cooperation Agreement provides, among other things, that:

A copy of the Cooperation Agreement is filed with this Form 8-K as Exhibit 10.1 and incorporated by reference herein. The foregoing description of the Cooperation Agreement is qualified in its entirety by reference to the full text of the Cooperation Agreement.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Special Meeting on December 9, 2022.

At the close of business on November 9, 2022, the record date of the Special Meeting, the Company had 29,248,688 shares of common stock issued and outstanding. The following shares were present at the Special Meeting, either in person or by proxy.

The results of the proposals are as follows:

1A. The removal, without cause, of Dr. Tiago Reis Marques as a director of the Company:

The proposal was denied.

1B. The removal, without cause, of Alfred Novak as a director of the Company:

The proposal was denied.

1C. The removal, without cause, of Lawrence Steinman as a director of the Company:

The proposal was denied.

1D. The removal, without cause, of Simon Dumesnil as a director of the Company:

The proposal was denied.

1E. The removal, without cause, of Emer Leahy as a director of the Company:

The proposal was denied.

2. The filling of any vacancies related to the removal of the directors of the Company

The proposal was denied.

3. To repeal each provision or amendment of the Company’s Bylaws adopted by the Board without the approval of the Company’s stockholders after April 13, 2021

The proposal was denied.

4. To adjourn the Special Meeting to a later date

The proposal was denied.

Item 7.01 Regulation FD Disclosure.

A copy of the joint press release of the Company and Camac Group announcing their entry into the Settlement and Cooperation Agreement is furnished with this Form 8-K as Exhibit 99.1.

The information furnished herewith pursuant to this Item 7.01 of this Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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 hereunto duly authorized.

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