UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
On June 20, 2025, Pasithea Therapeutics Corp. (the “Company”) increased the maximum aggregate offering price of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) issuable under the At The Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC, dated November 26, 2024, from $2,076,000 to $4,227,000 and filed a prospectus supplement (the “Current Prospectus Supplement”) to register an aggregate of $2,151,000 of additional shares of Common Stock available to be sold under the Sales Agreement as of the date hereof. Prior to the date hereof, the Company sold shares of Common Stock having an aggregate sales price of approximately $2,075,688 under the Sales Agreement. A copy of the legal opinion as to the legality of the shares of Common Stock covered by the Current Prospectus Supplement is filed as Exhibit 5.1 attached hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 5.1 | Opinion of Lowenstein Sandler LLP | |
| 23.1 | Consent of Lowenstein Sandler LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
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: June 20, 2025 | By: | /s/ Tiago Reis Marques |
| Name: | Tiago Reis Marques | |
| Title: | Chief Executive Officer | |
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