Pasithea Therapeutics Corp.
For the period ended Sep 30, 2025. Filed Nov 13, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 13, 2025
KTTA$0.58+11.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001213900-25-076557
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-13.
0001213900-25-110093
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 57 previous paragraphs and 56 current paragraphs.
36 unchanged; 16 reworded; 4 added; 5 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 35 previous and 35 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (4)
Current report
On September 16, 2025, we announced the activation of two clinical trial sites in South Korea—Asan Medical Centre and Severance Hospital Yonsei University Health System—in connection with the Phase 1/1b clinical trial of PAS-004 in adult NF1-PN patients.
Current report
On November 4, 2025, we announced the activation of a new U.S. clinical trial site at the University of Alabama at Birmingham in connection with the Phase 1/1b clinical trial of PAS-004 in adult NF1-PN patients.
Current report
Amendment to the 2023 Stock Incentive Plan
Current report
On September 3, 2025, at our 2025 Annual Meeting of Stockholders, our stockholders approved an amendment (the “Plan Amendment”) to our 2023 Stock Incentive Plan (the “2023 Incentive Plan”) increasing the number of shares of Common Stock authorized for issuance under the 2023 Incentive Plan by 1,750,000 shares to 2,014,221 shares. The Plan Amendment became effective following its approval by our stockholders.
Removed paragraphs (5)
Previous report
May 2025 Public Offering
Previous report
On May 7, 2025, we closed a public offering (the “May 2025 Public Offering”) of 3,571,428 shares of Common Stock (or pre-funded warrants in lieu thereof) and accompanying Series C warrants to purchase up to 3,571,428 shares of Common Stock and Series D warrants to purchase up to 3,571,428 shares of Common Stock, at a combined offering price of $1.40 per share of Common Stock (or per pre-funded warrant in lieu thereof) and accompanying warrants. The Series C warrants have an exercise price of $1.40 per share, are exercisable upon issuance and will expire five years thereafter. The Series D warrants have an exercise price of $1.40 per share, are exercisable upon issuance and will expire 18 months thereafter. Additionally, in connection with the closing of the May 2025 Public Offering, certain investors exercised Series D warrants to purchase an aggregate of 914,286 shares of Common Stock, resulting in additional gross proceeds of approximately $1.3 million. Total gross proceeds to the Company from the May 2025 Public Offering were $5.0 million, before deducting the placement agent’s fees and other offering expenses payable by the Company. Aggregate gross proceeds from the May 2025 Public Offering and the exercise of the Series D warrants were approximately $6.3 million.
Previous report
Nasdaq Deficiency
Previous report
On June 23, 2025, we received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that we are not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market (the “Bid Price Requirement”). The Notice does not result in the immediate delisting of our Common Stock from The Nasdaq Capital Market.
Previous report
We intend to monitor the closing bid price of our Common Stock and are considering our options to regain compliance with the Bid Price Requirement within the allotted deadlines for compliance, including implementing a potential reverse stock split of our Common Stock as contemplated in our proxy statement for our 2025 annual meeting of stockholders.
Reworded paragraphs (16)
Previous wording
You should read the following discussion and analysis of financial condition and operating results together with our financial statements and the related notes and other financial information included elsewhere in this quarterly report on Form 10-Q, as well as our audited consolidated financial statements and related notes as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed on March 24, 2025. This discussion contains forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those set forth in the section of this report captioned “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q as well as the risk factors set forth in the section titled “Risk Factors” included in our Annual Report on Form 10-K, our actual results may differ materially from those anticipated in these forward-looking statements. For convenience of presentation some of the numbers have been rounded in the text below.
Current wording
You should read the following discussion and analysis of financial condition and operating results together with our financial statements and the related notes and other financial information included elsewhere in this quarterly report on Form 10-Q, as well as our audited consolidated financial statements and related notes as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed on March 24, 2025. This discussion contains forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those set forth in the section of this report captioned “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q as well as the risk factors set forth in the section titled “Risk Factors” included in our most recent Annual Report on Form 10-K, our actual results may differ materially from those anticipated in these forward-looking statements. For convenience of presentation some of the numbers have been rounded in the text below.
Previous wording
Throughout this report, the terms “our,” “we,” “us,” and the “Company” refer to Pasithea Therapeutics Corp. and its subsidiaries, Pasithea Therapeutics Limited (UK), Pasithea Therapeutics Portugal, Sociedade Unipessoal Lda, Pasithea Clinics Inc., Alpha-5 Integrin, LLC (“Alpha-5”), AlloMek Therapeutics, LLC (“AlloMek”) and Pasithea MacroMEK Pty Ltd. Pasithea Therapeutics Limited (UK), legally dissolved as of January 2, 2024, was a private limited company, registered in the United Kingdom (UK). Pasithea Clinics Inc. is incorporated in Delaware. Pasithea Therapeutics Portugal, Sociedade Unipessoal Lda, is a private limited company, registered in Portugal. Alpha-5 and AlloMek are both Delaware limited liability companies. Pasithea MacroMEK Pty Ltd is registered in Australia. The operations of Pasithea Therapeutics Limited (UK), Pasithea Therapeutics Portugal, Sociedade Unipessoal Lda, and Pasithea Clinics Inc. have been discontinued.
Current wording
Throughout this report, the terms “our,” “we,” “us,” and the “Company” refer to Pasithea Therapeutics Corp. and its subsidiaries, Pasithea Therapeutics Limited (U.K.), Pasithea Therapeutics Portugal, Sociedade Unipessoal Lda, Pasithea Clinics Inc., Alpha-5 Integrin, LLC (“Alpha-5”), AlloMek Therapeutics, LLC (“AlloMek”) and Pasithea MacroMEK Pty Ltd. Pasithea Therapeutics Limited (U.K.), legally dissolved as of January 2, 2024, was a private limited company, registered in the United Kingdom (U.K.). Pasithea Clinics Inc., legally dissolved as of September 3, 2025, was incorporated in Delaware. Pasithea Therapeutics Portugal, Sociedade Unipessoal Lda, is a private limited company, registered in Portugal. Alpha-5 and AlloMek are both Delaware limited liability companies. Pasithea MacroMEK Pty Ltd is registered in Australia. The operations of Pasithea Therapeutics Limited (U.K.), Pasithea Therapeutics Portugal, Sociedade Unipessoal Lda, and Pasithea Clinics Inc. have been discontinued.
Previous wording
In May 2025, we initiated a Phase 1/1b multicenter, open-label, dose escalation trial of PAS-004 in adult patients with neurofibromatosis type 1 (“NF1”) with symptomatic and inoperable, incompletely resected, or recurrent plexiform neurofibromas (“PN”) with the activation of the first clinical trial site in Australia. We expect to conduct the trial at a total of five sites in Australia, South Korea and the United States in up to 24 patients in a dose escalation phase followed by 24 patients in an expansion phase.
Current wording
In May 2025, we initiated our Phase 1/1b multicenter, open-label, dose escalation trial of PAS-004 in adult patients with neurofibromatosis type 1 (“NF1”) with symptomatic and inoperable, incompletely resected, or recurrent plexiform neurofibromas (“PN”). We are currently conducting the trial at a total of five sites in Australia, South Korea and the United States in up to 24 patients in a dose escalation phase followed by approximately 24 patients in an expansion phase.
Previous wording
Comparison of the Three and Six Months Ended June 30, 2025 and 2024
Current wording
Comparison of the Three and Nine Months Ended September 30, 2025 and 2024
Previous wording
Our financial results for the three and six months ended June 30, 2025 and 2024 are summarized as follows:
Current wording
Our financial results for the three and nine months ended September 30, 2025 and 2024 are summarized as follows:
Previous wording
General and administrative expenses increased by approximately $75,000, or 5%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase was primarily driven by increases in (i) accounting and business development of approximately $126,000, (ii) other income of $94,000, (iii) personnel and other expense of approximately $80,000, (iv) gain on asset disposal of approximately $9,000, (v) consulting costs of approximately $9,000, and (vi) legal expenses of approximately $5,000. These increases were partially offset by decreases in (i) office expenses of approximately $153,000, (ii) non-cash stock-based expense of approximately $54,000 and (iii) public company expenses of approximately $41,000.
Current wording
General and administrative expenses increased by approximately $329,000, or 23%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was primarily driven by increases in (i) legal expenses of approximately $157,000, (ii) corporate expenses including asset write-off of approximately $114,000, (iii) public company expenses of approximately $46,000, (iv) accounting and business development expenses of approximately $43,000, (v) other income of approximately $41,000, (vi) personnel and other expense of approximately $14,000 and (vii) consulting costs of approximately $10,000. These increases were partially offset by decreases in (i) non-cash stock-based expense of approximately $87,000 and (ii) gain on asset disposal of approximately $9,000.
Previous wording
General and administrative expenses decreased by approximately $266,000, or 7%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decrease was primarily driven by decreases in (i) legal expenses of approximately $241,000, (ii) non-cash stock-based expense of approximately $215,000, (iii) public company expenses of approximately $96,000, and (iv) office expenses of approximately $38,000. These decreases were partially offset by increases in (i) accounting and business development of approximately $117,000, (ii) personnel and other expense of approximately $95,000, (iii) other income of approximately $94,000, (iv) gain on asset disposal of approximately $9,000, and (v) consulting costs of approximately $9,000.
Current wording
General and administrative expenses increased by approximately $63,000, or 1%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase was primarily driven by increases in (i) accounting and business development expenses of approximately $160,000, (ii) other income of approximately $135,000, (iii) personnel and other expense of approximately $108,000, (iv) corporate expenses including asset write-off of approximately $77,000 and (v) consulting expenses of approximately $19,000. These increases were partially offset by decreases in (i) non-cash stock-based expense of approximately $297,000, (ii) legal expenses of approximately $88,000 and (iii) public company expenses of approximately $51,000.
Previous wording
We expect general and administrative expenses to decrease slightly throughout fiscal year 2025 as compared to fiscal year 2024 primarily due to reduced legal and public company and corporate communications expenses.
Current wording
We expect general and administrative expenses to increase throughout fiscal year 2025 as compared to fiscal year 2024 primarily due to increased non-cash stock-based compensation expenses.
Previous wording
Research and development expenses relate to activities primarily focused on the development of PAS-004 for the three and six months ended June 30, 2025, and PAS-004, PAS-003, and PAS-001 for the three and six months ended June 30, 2024.
Current wording
Research and development expenses relate to activities primarily focused on the development of PAS-004 for the three and nine months ended September 30, 2025, and PAS-004, PAS-003, and PAS-001 for the three and nine months ended September 30, 2024.
Previous wording
Research and development expenses decreased by approximately $209,000, or 9%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The decrease was primarily driven by decreases in (i) preclinical research and development expenses related to de-prioritization of our discovery programs of approximately $850,000, (ii) consulting expense of approximately $32,000, (iii) stock compensation expense of approximately $49,000, (iv) manufacturing and CMC expenses of approximately $289,000 and (v) other expense of approximately $69,000. These decreases were partially offset by an increase in clinical trials expense of approximately $1,080,000 related to the ongoing FIH Phase 1 Dose Escalation Study of PAS-004 and the initiation of the Phase 1/1b clinical trial of PAS-004 in adult NF1-PN patients.
Current wording
Research and development expenses decreased by approximately $224,000, or 14%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The decrease was primarily driven by decreases in (i) preclinical research and development expenses related to de-prioritization of our discovery programs of approximately $365,000, (ii) consulting expense of approximately $61,000 and (iii) other expense of approximately $216,000. These decreases were partially offset by an increase in clinical trials expense of approximately $419,000 related to the ongoing FIH Phase 1 Dose Escalation Study of PAS-004 and the initiation of the Phase 1/1b clinical trial of PAS-004 in adult NF1-PN patients.
Previous wording
Research and development expenses decreased by approximately $229,000, or 6%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decrease was primarily driven by decreases in (i) preclinical research and development expenses related to our discovery programs of approximately $1,325,000, (ii) consulting expense of approximately $130,000, (iii) stock compensation expense of approximately $136,000, (iv) manufacturing and CMC expenses of approximately $345,000 and (v) other expense of approximately $122,000. These decreases were partially offset by an increase in clinical trials expense of approximately $1,829,000 related to the ongoing FIH Phase 1 Dose Escalation Study of PAS-004 and the initiation of the Phase 1/1b clinical trial of PAS-004 in adult NF1-PN patients.
Current wording
Research and development expenses decreased by approximately $452,000, or 8%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decrease was primarily driven by decreases in (i) preclinical research and development expenses related to our discovery programs of approximately $1,690,000, (ii) manufacturing and CMC expenses of approximately $347,000, (iii) other expense of approximately $338,000, (iv) consulting expense of approximately $190,000 and (v) stock compensation expense of approximately $135,000. These decreases were partially offset by an increase in clinical trials expense of approximately $2,248,000 related to the ongoing FIH Phase 1 Dose Escalation Study of PAS-004 and the initiation of the Phase 1/1b clinical trial of PAS-004 in adult NF1-PN patients.
Previous wording
For the three months ended June 30, 2025, other income, net increased by approximately $16,000, or 20%, compared to the three months ended June 30, 2024. The increase in other income, net is primarily due to increases in foreign currency transactions gain of approximately $29,000, fair value of the Public Warrants and the Representative Warrants (as such terms are defined in “Note 2 – Summary of Significant Accounting Policies” in the Notes to Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q) of approximately $27,000, and other income of approximately $20,000, partially offset by a decrease in interest and dividends, net of approximately $60,000.
Current wording
For the three months ended September 30, 2025, other income, net increased by approximately $68,000, or 1,423%, compared to the three months ended September 30, 2024. The increase in other income, net is primarily due to (i) increases in fair value of the Public Warrants and the Representative Warrants (as such terms are defined in “Note 2 – Summary of Significant Accounting Policies” in the Notes to Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q) of approximately $117,000 and (ii) other income of approximately $9,000, partially offset by (i) a decrease in interest and dividends, net of approximately $32,000 and (ii) foreign currency transactions gain of approximately $26,000.
Previous wording
For the six months ended June 30, 2025, other income, net decreased by approximately $47,000, or 18%, compared to the six months ended June 30, 2024. The decrease in other income, net is due primarily to decreases in interest and dividends, net of approximately $166,000 and a realized foreign currency translation loss from dissolution of subsidiaries of approximately $7,000, partially offset by an increase in fair value of the Public Warrants and the Representative Warrants of approximately $77,000, foreign currency transactions gain of approximately $29,000 and other income of approximately $20,000.
Current wording
For the nine months ended September 30, 2025, other income, net increased by approximately $21,000, or 8%, compared to the nine months ended September 30, 2024. The increase in other income, net is due primarily to increases in (i) fair value of the Public Warrants and the Representative Warrants of approximately $195,000, (ii) other income of approximately $28,000 and (iii) foreign currency transactions gain of approximately $3,000. These increases were partially offset by decreases in (i) interest and dividends, net of approximately $198,000 and (ii) a realized foreign currency translation loss from dissolution of subsidiaries of approximately $7,000.
Previous wording
Working capital increased by approximately $0.6 million between June 30, 2025 and December 31, 2024 primarily due to cash received from the May 2025 Public Offering.
Current wording
Working capital decreased by approximately $2.1 million between September 30, 2025 and December 31, 2024 primarily due to cash flow used to fund operations, partially offset by cash received from the May 2025 Public Offering.
Previous wording
Cash and cash equivalents increased by approximately $0.3 million for the six months ended June 30, 2025 compared to a decrease of approximately $8.4 million for the six months ended June 30, 2024. The increase in cash and cash equivalents for the six months ended June 30, 2025 was primarily attributable to cash provided by financing activities related to proceeds from at-the-market sales of common stock of $2.0 million, proceeds from the issuance of common stock through a May 2025 Public Offering of $4.2 million and proceeds from the exercise of warrants of $1.3 million, which was partially offset by payments on director and officer insurance of $0.3 million. These net financing proceeds were partially offset by cash used in operations of approximately $6.9 million. The decrease for the six months ended June 30, 2024 was primarily attributable to cash used to fund operations.
Current wording
Cash, cash equivalents and restricted cash decreased by approximately $2.7 million for the nine months ended September 30, 2025 compared to a decrease of approximately $7.0 million for the nine months ended September 30, 2024. The decrease in cash, cash equivalents and restricted cash for the nine months ended September 30, 2025 was primarily attributable to cash provided by financing activities related to net loss of approximately $10.3 million, which was partially offset by proceeds from at-the-market sales of Common Stock of $2.0 million, proceeds from the issuance of Common Stock through a May 2025 Public Offering of $4.2 million and proceeds from the exercise of warrants of $1.3 million. The decrease in cash, cash equivalents and restricted cash of approximately $7.0 million for the nine months ended September 30, 2024 was primarily attributable to cash used to fund operations of approximately $11.5 million, which was partially offset by net proceeds from the sale of warrants for the September 2024 Offering of approximately $4.5 million.
Previous wording
As of June 30, 2025, we had approximately $7.2 million in operating bank accounts and money market funds, with working capital of approximately $6.9 million. We are dependent on obtaining additional working capital funding from the sale of equity and/or debt securities in order to continue to execute our development plans and continue operations. Subsequent to the consummation of the Initial Public Offering, our liquidity was and continues to be satisfied through the net proceeds from the Initial Public Offering, the private placements we consummated in November 2021 and September 2024, the May 2025 Public Offering described above, the receipt of cash upon the prior exercise of our outstanding warrants and the sale of Common Stock pursuant to the ATM Agreement. Based on the foregoing, management believes that we will not have sufficient working capital to meet our needs through twelve months from the issuance date of the financial statements included in this Quarterly Report, without raising additional capital.
Current wording
As of September 30, 2025, we had approximately $4.1 million in operating bank accounts and money market funds, with working capital of approximately $4.2 million. We are dependent on obtaining additional working capital funding from the sale of equity and/or debt securities in order to continue to execute our development plans and continue operations. Subsequent to the consummation of the Initial Public Offering, our liquidity was and continues to be satisfied through the net proceeds from the Initial Public Offering, the private placements we consummated in November 2021 and September 2024, the public offering we consummated in May 2025, the receipt of cash upon the prior exercise of our outstanding warrants and the sale of Common Stock pursuant to the ATM Agreement. Based on the foregoing, management believes that we will not have sufficient working capital to meet our needs through twelve months from the issuance date of the financial statements included in this Quarterly Report, without raising additional capital.