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

~~The~~Date ~~Securities~~of ~~Exchange~~Report ~~Act~~(Date of ~~1934~~earliest event reported): February 20, 2026

Date of Report (Date of earliest event reported): January 28, 2026

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.)
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

1111 Lincoln Road, Suite 500 Miami Beach, Florida		33139
(Address of principal executive offices)		(Zip Code)

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.)

(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 (see General Instruction A.2. below):

☐ 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))

☐ 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 53.~~02.~~01 ~~Departure~~Notice of ~~Directors~~Delisting or ~~Certain~~Failure ~~Officers;~~to ~~Election~~Satisfy ofa ~~Directors;~~Continued ~~Appointment~~Listing ofRule ~~Certain~~or ~~Officers~~Standard; ~~Compensatory~~Transfer ~~Arrangements~~ of ~~Certain Officers.~~Listing

On ~~January~~February 2820, 2026, atPasithea Therapeutics aCorp. ~~Special Meeting of Stockholders~~ (the “~~Special Meeting~~Company”) ofreceived ~~Pasithea~~a ~~Therapeutics~~written ~~Corp.~~notice (the “~~Company~~Notice”), from the ~~Company’s~~Listing ~~stockholders~~Qualifications ~~approved~~Department anof ~~amendment~~The ~~(the~~Nasdaq ~~“Plan~~Stock ~~Amendment~~Market (“Nasdaq”) toindicating that the Company’s ~~2023~~is ~~Stock~~not ~~Incentive~~in ~~Plan,~~compliance aswith ~~amended (~~the ~~“2023~~$1.00 ~~Incentive~~minimum bid price requirement ~~Plan”),~~set ~~increasing~~forth ~~the~~in ~~number~~Nasdaq ofListing ~~shares~~Rule ~~authorized~~5550(a)(2) for ~~issuance~~continued ~~under~~listing ~~the~~on ~~2023~~The ~~Incentive~~Nasdaq ~~Plan~~Capital byMarket ~~11,985,779~~(the ~~shares~~“Bid toPrice ~~14,000,000 shares~~Requirement”). The ~~Plan~~Notice ~~Amendment~~does ~~became~~not ~~effective~~result ~~following~~in ~~its~~the ~~approval~~immediate bydelisting of the Company’s ~~stockholders~~common stock from The Nasdaq Capital Market.

The ~~foregoing~~Nasdaq ~~description~~Listing Rules require listed securities to maintain a minimum bid price of $1.00 per share and, based upon the ~~Plan~~closing ~~Amendment~~bid price of the Company’s common ~~does~~stock ~~not~~for ~~purport~~30 consecutive business days prior to the delivery of the Notice, the Company no longer meets this requirement. The Notice indicated that the Company will be ~~complete~~provided ~~and~~180 iscalendar ~~qualified~~days in ~~its~~which ~~entirety~~to byregain ~~reference~~compliance, toor until August 19, 2026. If at any time during this period, the ~~full~~bid ~~text~~price of the ~~Plan~~Company’s ~~Amendment,~~common ~~which~~stock iscloses ~~filed~~at ~~as Exhibit~~or ~~10.~~above $1.00 toper ~~this~~share ~~Current~~for ~~Report~~a onminimum ~~Form~~of ~~8-K~~ten consecutive business days, the Nasdaq staff (the “Staff”) will provide the Company with a written confirmation of compliance and ~~incorporated~~the bymatter ~~reference~~will be ~~herein~~closed.

~~Item~~Alternatively, 5if the Company fails to regain compliance with Rule 5550(a)(2) prior to the expiration of the initial 180 calendar day period, the Company may be eligible for an additional 180 calendar day compliance period, provided (i) it meets the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on The Nasdaq Capital Market (except for the Bid Price Requirement) and (ii) it provides written notice to Nasdaq of its intention to cure this deficiency during the second compliance period, by effecting a reverse stock split, if necessary.~~03.~~ ~~Amendments~~In the event the Company does not regain compliance with Rule 5550(a)(2) prior to ~~Articles~~the expiration of ~~Incorporation~~the initial 180 calendar day period, and if it appears to the Staff that the Company will not be able to cure the deficiency, or ~~Bylaws;~~if the ~~Changes~~Company inis ~~Fiscal~~not ~~Year~~otherwise eligible, the Staff will provide the Company with written notification that its securities are subject to delisting from The Nasdaq Capital Market. At that time, the Company may appeal the delisting determination to a hearings panel.

OnThe ~~January 28, 2026, the~~ Company ~~filed~~intends ato ~~Certificate~~monitor ofthe ~~Amendment~~closing ~~(the~~bid ~~“Certificate~~price of ~~Amendment”)~~its tocommon ~~the~~stock ~~Company’s Second Amended~~ and ~~Restated~~is ~~Certificate~~considering ofits ~~Incorporation, as~~options ~~amended and/or restated from time~~ to ~~time~~regain ~~(the~~compliance ~~“Certificate”),~~ with the ~~Secretary~~Bid ofPrice ~~State~~Requirement. ofThe ~~the~~Company’s receipt ~~State~~ of ~~Delaware~~the ~~to increase~~Notice ~~the~~does ~~number~~not ofaffect the Company’s ~~authorized shares of common stock~~business, ~~par~~operations ~~value~~or ~~$0.0001~~reporting ~~per~~requirements ~~share~~with ~~(“Common Stock”), from 100,000,000 shares to 500,000,000 shares. The Certificate of Amendment was approved by~~ the ~~Company’s~~Securities ~~stockholders at the Special Meeting~~ and ~~became effective upon filing~~Exchange Commission.

The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 ~~to this Current Report on Form 8-K and incorporated by reference herein.~~

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

OnPursuant ~~January~~to ~~28, 2026,~~ the ~~Company held its Special~~requirements ~~Meeting. The stockholders~~ of the ~~Company~~Securities ~~acted~~Exchange ~~upon~~Act ~~the following proposals at the Special Meeting: (1) the adoption and approval~~ of ~~an amendment to the Certificate to increase the number of the Company’s authorized shares of Common Stock from 100~~1934,~~000,000~~ ~~shares to 500,000,000 shares and to make a corresponding change to~~ the ~~number~~registrant ofhas ~~authorized~~duly ~~shares~~caused ofthis ~~capital~~report ~~stock; and (2) the approval of an amendment~~ to ~~the~~be ~~2023~~signed ~~Incentive~~on ~~Plan~~its tobehalf ~~increase~~by the ~~maximum~~undersigned ~~aggregate number of shares of Common Stock which shall be authorized for~~hereunto ~~issuance~~duly ~~thereunder by 11,985,779 shares~~authorized.

Of the 23,091,062 shares of Common Stock outstanding and entitled to vote at the Special Meeting, 16,746,261 shares of Common Stock were represented in person or by proxy at the Special Meeting, thereby constituting a quorum.

	PASITHEA THERAPEUTICS CORP.

Dated: February 20, 2026	By:	/s/ Tiago Reis Marques
	Name:	Tiago Reis Marques
	Title:	Chief Executive Officer

The voting results on each of the proposals acted upon at the Special Meeting are set forth below:

Proposal 1 related to the adoption and approval of an amendment to the Certificate to increase the number of the Company’s authorized shares of Common Stock from 100,000,000 shares to 500,000,000 shares and to make a corresponding change to the number of authorized shares of capital stock. Proposal 1 was approved by a majority of the votes cast at the Special Meeting, based upon the following votes:

FOR		AGAINST		ABSTAIN
16,066,757		647,972		31,532

Proposal 2 related to the approval of an amendment to the 2023 Incentive Plan to increase the maximum aggregate number of shares of Common Stock which shall be authorized for issuance thereunder by 11,985,779 shares. Proposal 2 was approved by a majority of the votes cast at the Special Meeting, based upon the following votes:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
8,168,126		4,550,855		5,569		4,021,711

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
3.1		Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Pasithea Therapeutics Corp., as amended, dated January 28, 2026.
10.1		Second Amendment to Pasithea Therapeutics Corp. 2023 Stock Incentive Plan.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	PASITHEA THERAPEUTICS CORP.
Dated: January 28, 2026	By:	/s/ Tiago Reis Marques
		Name:	Tiago Reis Marques
		Title:	Chief Executive Officer

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