SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Dumesnil Simon

(Last) (First) (Middle)
1111 LINCOLN ROAD,
SUITE 500

(Street)
MIAMI BEACH FL 33139

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Pasithea Therapeutics Corp. [ KTTA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
03/01/2024
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $8.13(1) 03/01/2024 A 7,500 (2) 02/28/2034 Common Stock 7,500 $0 7,500 D
Explanation of Responses:
1. The sole purpose of this Form 4/A is to correct the exercise price, which was previously reported erroneously as $8.34 per share. The correct exercise price, based upon the closing price of the Issuer's common stock, par value $0.0001 per share ("Common Stock"), on March 1, 2024, was $8.13 per share.
2. The option (the "Option") award was made in accordance with the terms of the Issuer's 2023 Stock Incentive Plan. The shares of Common Stock underlying the Option will vest at the rate of 33% upon the one-year anniversary of the date of grant and 33% on each successive one-year anniversary thereafter; provided, that the Reporting Person remains a director of the Issuer through such vesting date.
Remarks:
On January 2, 2024, the Issuer effected a reverse stock split of its Common Stock at a ratio of 1-for-20 (the "Reverse Stock Split"). As a result of the Reverse Stock Split, the shares of Common Stock, and the exercise price and shares of Common Stock underlying outstanding equity awards, have been adjusted accordingly versus any amounts previously reported by the Reporting Person.
/s/ Simon Dumesnil 04/05/2024
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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