Pasithea Therapeutics Announces $5M At-Market Private Placement

Pasithea Therapeutics Corp., a biotechnology company listed on NASDAQ under the ticker symbol KTTA, has announced it has secured definitive agreements to issue and sell 1,219,513 shares of its common stock, or pre-funded warrants in lieu thereof. Alongside these shares, the company will provide Series A warrants and short-term Series B warrants, each allowing the purchase of an additional 1,219,513 shares of common stock.

The shares and warrants will be sold at $4.10 per share in a private placement that adheres to Nasdaq's market pricing rules. The Series A and Series B warrants have an exercise price of $3.85 per share and are exercisable immediately upon issuance. The Series A warrants will expire five years from the issuance date, while the Series B warrants will expire 18 months from the issuance date. The transaction closing is anticipated around September 30, 2024, contingent upon customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for this offering, which is projected to generate approximately $5 million in gross proceeds before deducting placement agent fees and other expenses. Pasithea plans to utilize the proceeds for working capital and general corporate purposes.

The securities are being offered in a private placement compliant with Section 4(a)(2) of the Securities Act of 1933 and Regulation D. Consequently, these securities, including the shares of common stock underlying the warrants, have not been registered under the Securities Act or applicable state securities laws. They may not be offered or sold in the U.S. unless registered or exempt from registration requirements.

Pasithea has entered into a registration rights agreement with investors to file a resale registration statement for these securities. This announcement does not constitute an offer to sell or a solicitation of an offer to buy these securities. Any such transaction would be unlawful before the registration or qualification under the securities laws of the relevant jurisdiction.

Pasithea Therapeutics focuses on the discovery, research, and development of novel treatments for central nervous system (CNS) disorders and RASopathies. The company is currently advancing PAS-004, a next-generation macrocyclic MEK inhibitor for the treatment of neurofibromatosis type 1 (NF1) and other cancer indications. Pasithea's experienced team works in neuroscience, translational medicine, and drug development to create new molecular entities for neurological disorders, including NF1, solid tumors, and amyotrophic lateral sclerosis (ALS).

With this latest financial move, Pasithea aims to further its research and development efforts, particularly for its ongoing Phase 1 clinical trial of PAS-004. The company continues to explore innovative treatments for challenging medical conditions, leveraging its expertise to bring potential new therapies to market.