Corporate Structure and Control - As of March 23, 2024, officers, directors, and principal stockholders own approximately 30.4% of the outstanding Common Stock, potentially impacting corporate control [312]. - The company is classified as an emerging growth company until it exceeds $1.235 billion in annual revenue or meets other specific criteria [302]. Compliance and Regulatory Issues - The company received a Nasdaq compliance notice on January 19, 2023, for not maintaining a minimum bid price of $1.00 per share, with a compliance period extended to January 15, 2024 [316]. - On January 17, 2024, the company regained compliance with the Nasdaq minimum bid price requirement [318]. - The company may face increased legal and financial compliance costs due to changing laws and regulations affecting public companies [305]. - The company may be subject to securities litigation, which could divert management's attention and incur substantial costs [308]. Financial Performance and Strategy - The company does not currently intend to pay dividends on its Common Stock, focusing instead on retaining earnings for business development [309]. - Exchange rate fluctuations, particularly between the U.S. dollar, British pound, and Euro, may materially affect the company's financial results [315]. - The company has opted to delay adopting new accounting standards under the JOBS Act, which may impact financial reporting [303]. Operational Changes - As of December 31, 2023, the company has discontinued all operations of its Clinics segment [325].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Securities registered pursuant to Section 12(b) of the Act: | | | Name of each exchange on | | --- | --- | --- | | Title of each class | Trading Symbol(s) | which registered | | Common Stock, par v ...

For the Quarterly Period Ended June 30, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to ________. Commission file number: 001-40804 PASITHEA THERAPEUTICS CORP. (Exact name of Registrant as specified in its charter) | Delaware | 85-1591963 | | --- | ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to ________. Commission file number: 001-40804 PASITHEA THERAPEUTICS CORP. (Exact name of Registrant as specified in its charter) | Delaware | 85-1591963 | | --- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________________________ to __________________________ Commission file number 001-40804 PASITHEA THERAPEUTICS CORP. (Exact name of registrant as specified in its ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to ________. Commission file number: 005-92867 PASITHEA THERAPEUTICS CORP. (Exact name of Registrant as specified in its charter) | Delaware | 85-1591963 | | ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to ________. Commission file number: 005-92867 PASITHEA THERAPEUTICS CORP. (Exact name of Registrant as specified in its charter) | Delaware | 85-1591963 | | --- | ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 Commission file number: 005-92867 FORM 10-Q PASITHEA THERAPEUTICS CORP. (Exact name of Registrant as specified in its charter) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to ________. | Delaware | 85-1591963 | | --- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________________________ to __________________________ Commission file number 001-40804 PASITHEA THERAPEUTICS CORP. (Exact name of registrant as specified in its ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q Commission file number: 001-40804 PASITHEA THERAPEUTICS CORP. (Exact name of Registrant as specified in its charter) | Delaware | 85-1591963 | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | incorporation or organization) | Identification No.) | | 1111 Lincoln Road, Suite 500 | | | Miami Beach, Florida | 33139 | ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For ...