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): November ~~October 24~~4, 2025

Pasithea Therapeutics Corp.

(Exact name of registrant as specified in its charter)

Delaware

001-40804

85-1591963

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1111 Lincoln Road, Suite 500

Miami Beach, Florida

33139

(Address of principal executive offices)

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	KTTA	The Nasdaq Capital Market
Warrants to purchase shares of Common Stock, par value $0.0001 per share	KTTAW	The Nasdaq Capital Market

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 7.~~02.~~01 ~~Departure~~Regulation ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~FD

On ~~October~~November 244, 2025, ~~the Board of Directors (the “Board”) of~~ Pasithea Therapeutics Corp. (the “Company”) ~~approved~~issued the ~~following~~Press ~~compensation~~Release ~~arrangements~~(as ~~for the~~defined ~~Company’s executive officers and directors~~below). ~~After~~A ~~consulting~~copy ~~with~~of ~~a compensation consultant and considering~~ the ~~compensation arrangements~~Press ~~for~~Release ~~executive~~is ~~officers~~furnished ~~and~~as ~~directors~~Exhibit ~~among~~99.1 ~~the~~to ~~Company’s peer group, the Board determined that the following new compensation~~this ~~arrangements~~Current ~~would~~Report ~~bring~~on ~~the~~Form ~~Company~~8-K ~~more in line with such peer group, while also conserving cash, as appropriate~~ and ~~where~~is ~~noted~~hereby ~~below, given~~incorporated ~~the~~by ~~Company’s~~reference ~~current cash constraints~~herein.

~~Executive Officer~~The ~~Cash~~information ~~Compensation.~~in ~~The~~this ~~Board~~Current ~~approved~~Report anon ~~increase~~Form 8-K inunder ~~the~~Item ~~base~~7.01, ~~salary~~including of the ~~Company’s~~information ~~Chief~~contained ~~Executive~~in ~~Officer,~~Exhibit Dr99. ~~Tiago~~1, ~~Reis~~is ~~Marques,~~being furnished to ~~$533,000,~~the aSecurities ~~decrease~~and inExchange Commission (the ~~target~~“SEC”), ~~bonus~~and ~~percentage~~shall ~~for~~not ~~Dr.~~be ~~Marques~~deemed to ~~55%~~be of“filed” ~~annual~~for ~~base~~the ~~salary,~~purposes anof ~~increase in~~Section 18 of the ~~base~~Securities ~~salary~~Exchange Act of ~~the~~1934, ~~Company’s~~as ~~Chief~~amended ~~Financial~~(the ~~Officer~~“Exchange Act”), ~~Daniel~~or ~~Schneiderman,~~otherwise subject to ~~$391~~the liabilities of that section,~~000,~~ and anshall ~~increase~~not inbe ~~the~~deemed to ~~target~~be ~~bonus percentage~~incorporated ~~for~~by ~~Mr.~~reference ~~Schneiderman~~into toany ~~40%~~filing ofunder ~~annual~~the ~~base~~Securities ~~salary.~~Act ~~Such~~of ~~changes~~1933, ~~were~~as ~~effective~~amended, ~~retroactive~~or tothe ~~January~~Exchange 1Act, ~~2025~~except as shall be expressly set forth by a specific reference in such filing.

~~Option~~Item ~~Awards to Executive Officers and Employees~~8. ~~The~~01 ~~Board~~Other ~~approved the following stock option awards, each of which has an exercise price of $0~~Events.715 per share, the closing price of the Company’s common stock (“Common Stock”) as reported on The Nasdaq Capital Market (“Nasdaq”) on October 24, 2025 (the “Grant Date”), in accordance with the terms of the Company’s 2023 Stock Incentive Plan, as amended (the “Plan”): Dr. Marques, options to purchase 493,341 shares of Common Stock; Mr. Schneiderman, options to purchase 317,266 shares of Common Stock; and certain employees options to purchase an aggregate of 352,266 shares of Common Stock. Each such option award will vest as to 33% of the shares subject thereto on the one year anniversary of the Grant Date, and the remaining shares will vest in equal quarterly installments thereafter for the next two years, subject to continued service; provided, that the shares underlying such options will fully vest upon a Change in Control (as defined in the Plan).

~~Director~~On ~~Cash~~November ~~Compensation.~~4, ~~The annual~~2025, ~~cash~~the ~~retainer~~Company ~~for~~issued ~~the~~a ~~Chair~~press release of (the ~~Audit~~“Press ~~Committee~~Release”) ofrelating ~~the~~to ~~Board~~its ~~was~~Phase ~~increased~~1/1b byopen-label ~~$5,000~~study to ~~$15,000,~~assess ~~effective~~the assafety, oftolerability, ~~January~~pharmacokinetics 1,(PK) ~~2025.~~and Inpharmacodynamics ~~addition,~~(PD) inof anPAS-004 ~~effort~~in toadult ~~conserve~~participants ~~cash~~with ~~for~~neurofibromatosis ~~the~~type ~~Company~~1 (NF1), announcing the ~~total~~activation ~~annual~~of ~~cash~~a ~~compensation~~new U.S. ~~for~~clinical trial site at the ~~Chair~~University of ~~the~~Alabama ~~Board was~~at ~~reduced~~Birmingham ~~from~~(“UAB”). ~~$100,000~~Enrollment toat ~~$35,000,~~the ~~effective~~UAB assite ofis ~~October~~expected 1,to ~~2025~~begin immediately.

~~Option Awards to Non-Employee Directors.~~ The ~~Board approved annual stock option awards for fiscal year 2025 to each of the~~ Company’s ~~non-employee directors,~~also ~~Prof.~~announced ~~Lawrence~~that ~~Steinman,~~it ~~Dr.~~will ~~Emer Leahy, Simon Dumesnil and Alfred Novak, each of which entitles such individuals to~~serve ~~purchase 42,913 shares of Common Stock each, and each of which has an exercise price of $0.715 per share, the closing price of the Common Stock~~ as ~~reported~~Platinum onSponsor ~~Nasdaq on the Grant Date, in accordance with the terms~~ of the ~~Plan.~~2025 ~~Each~~NF ~~such~~Caregivers ~~option~~Symposium ~~award~~that will ~~vest~~be ~~in full~~hosted onat ~~the~~UAB ~~one~~on ~~year~~November ~~anniversary of the Grant Date~~8, ~~subject to continued service; provided, that the shares underlying such options will fully vest upon a Change in Control (as defined in the Plan)~~2025.

~~Consulting~~Forward ~~Arrangement.~~Looking In an effort to further conserve cash for the Company, the Board approved an amendment to the Company’s consulting agreement with Prof. Steinman, effective as of October 1, 2025, such that payments due thereunder from the Company to Prof. Steinman were reduced from an amount of $25,000 per quarter to an amount of $1.00 per quarter. In recognition of Prof. Steinman’s efforts to help the Company conserve cash, the Board also approved a one-time stock option award to Prof. Steinman entitling him to purchase 200,000 shares of Common Stock, which has an exercise price of $0.715 per share, the closing price of the Common Stock as reported on Nasdaq on the Grant Date, in accordance with the terms of the Plan. Such option award will vest in full on the one year anniversary of the Grant Date, subject to continued service; provided, that the shares underlying such option will fully vest upon a Change in Control (as defined in the Plan).Statements

~~Unless~~This Current Report on Form 8-K contains statements ~~otherwise~~that ~~noted~~constitute “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding the Company’s ongoing Phase 1 clinical trial of PAS-004 in advanced cancer patients, the ~~equity~~Company’s ~~awards~~ongoing ~~described~~Phase ~~above~~1/1b clinical trial of PAS-004 in adult patients with NF1-associated plexiform neurofibromas, and the safety, tolerability, pharmacokinetic (PK), pharmacodynamics (PD) and preliminary efficacy of PAS-004, as well as all other statements, other than statements of historical fact, regarding the Company’s current views and assumptions with respect to future events regarding its business, as well as other statements with respect to the Company’s plans, assumptions, expectations, beliefs and objectives, the success of the Company’s current and future business strategies, product development, pre-clinical studies, clinical studies, clinical and regulatory timelines, market opportunity, competitive position, business strategies, potential growth and financing opportunities and other statements that are predictive in nature. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to the Company on the ~~terms~~date of this Current Report. These forward-looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including risks that future clinical trial results may not match results observed to date, may be negative or ambiguous, or may not reach the ~~Plan~~level of statistical significance required for regulatory approval, as well as other factors set forth in the Company’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings made with the ~~applicable~~SEC. ~~award~~Thus, ~~agreements~~actual results could be materially different. The Company undertakes no obligation to update these statements whether as a result of new information, future events or otherwise, after the date of this Current Report, except as required by law.

1Item 9.01 Financial Statements and Exhibits.

~~SIGNATURE~~(d) Exhibits

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.

Exhibit No.		Description
99.1		Press Release dated November 4, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

	PASITHEA THERAPEUTICS CORP.
Date: October 27, 2025	By:	/s/ Tiago Reis Marques
	Name:	Tiago Reis Marques
	Title:	Chief Executive Officer

2SIGNATURE

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.

	PASITHEA THERAPEUTICS CORP.

Date: November 4, 2025	By:	/s/ Tiago Reis Marques
	Name:	Tiago Reis Marques
	Title:	Chief Executive Officer

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