Pasithea Therapeutics Corp.

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 14A

**Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Check the appropriate box:

Pasithea Therapeutics Corp.**

**(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

**Pasithea Therapeutics Corp.

1111 Lincoln Road, Suite 500

Miami Beach, Florida 33139

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

Dear Stockholders:

A Special Meeting of Stockholders (the “Special Meeting”) of Pasithea Therapeutics Corp. (the “Company”) will be held in a virtual meeting format on January 28, 2026 at 9:00 AM Eastern Time. The Board of Directors of the Company (the “Board”) has called this Special Meeting of the Company’s stockholders for the following purposes:

The 2023 Incentive Plan Amendment Proposal is dependent upon the approval of the Increase to Authorized Proposal. If the Increase to Authorized Proposal is not approved, we will not amend the 2023 Incentive Plan.

Only stockholders of record as of the close of business on December 22, 2025, the date fixed by the Board as the record date for the Special Meeting (the “Record Date”), are entitled to notice of, and to vote at, the Special Meeting. A list of stockholders of record of the Company as of the Record Date will be open for inspection during ordinary business hours for a period of 10 days ending on the day before the Special Meeting date at 1111 Lincoln Road, Suite 500, Miami Beach, FL 33139.

The Special Meeting will be a completely virtual meeting. There will be no physical meeting location. The Special Meeting will be conducted via live webcast. Stockholders will have the same rights and opportunities to participate in our virtual Special Meeting as they would at an in-person meeting. For more information on our virtual Special Meeting, including details on how to attend the Special Meeting, see the instructions under “Information About the Special Meeting and Voting” on page 2 of this Proxy Statement.

Whether or not you plan to attend the Special Meeting, and regardless of the number of shares of Common Stock you own, please submit your proxy to vote as soon as possible. We urge you to date, sign and return the proxy card in the envelope provided to you, or to use the telephone or Internet method of proxy submission described on your proxy card, even if you plan to attend the Special Meeting, so that if you are unable to attend the Special Meeting, your shares can be voted. Any stockholder of record who submits a proxy card retains the right to revoke such proxy card by: (i) submitting a written notice of such revocation to the Chief Executive Officer of the Company so that it is received no later than 5:00 p.m., EST on January 27, 2026; (ii) submitting a duly signed proxy card bearing a later date than the previously signed and dated proxy card to the Chief Executive Officer of the Company so that it is received no later than 5:00 p.m., EST on January 27, 2026; or (iii) attending the Special Meeting virtually and voting thereat the shares represented by such proxy card. Attendance at the Special Meeting will not, in and of itself, constitute revocation of a completed, signed and dated proxy card previously returned. All such later-dated proxy cards or written notices revoking a proxy card should be sent to Pasithea Therapeutics Corp., 1111 Lincoln Road, Suite 500, Miami Beach, FL 33139, Attention: Tiago Reis Marques, Chief Executive Officer. If you hold shares of Common Stock in street name, you must contact the firm or intermediary that holds your shares to change or revoke any prior voting instructions pursuant to such firm’s or intermediary’s procedures.

Please read carefully the enclosed Proxy Statement, which explains the proposals to be considered by you and acted upon at the Special Meeting.

If you have any questions about the procedures for admission to the Special Meeting, please contact Patrick Gaynes, Corporate Communications at pgaynes@pasithea.com.

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**PASITHEA THERAPEUTICS CORP.

PROXY STATEMENT

FOR SPECIAL MEETING OF STOCKHOLDERS

December 29, 2025