Pasithea Therapeutics Corp.
For the period ended Dec 31, 2025. Filed Mar 30, 2026.
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FY2025 · Filed Mar 30, 2026
KTTA$0.57+5.8%Stored close · as of Nov 10, 2026
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| a) | Financial Statements |
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Our consolidated financial statements are set forth in Part II, Item 8 of this Annual Report on Form 10-K and are incorporated herein by reference.
| b) | Financial Statement Schedules |
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No financial statement schedules have been filed as part of this Annual Report on Form 10-K because they are not applicable or are not required or because the information is otherwise included herein.
| c) | Exhibits required by Regulation S-K |
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| Exhibit Number | Description of Exhibit |
| 2.1 | Membership Interest Purchase Agreement entered into June 21, 2022, by and among Pasithea Therapeutics Corp., Alpha-5 integrin, LLC, and certain Sellers (as defined in the agreement) (incorporated by reference to exhibit 2.01 of the Company’s Form 10-Q, filed with the Commission on August 15, 2022). |
| 2.2 | Membership Interest Purchase Agreement dated October 11, 2022 by and among Pasithea Therapeutics Corp., AlloMek Therapeutics, LLC, the Persons listed on Schedule 1.1 thereto, and Uday Khire, not individually but in his capacity as the representative of the Persons listed on Schedule 1.1 thereto (incorporated by reference to exhibit 2.1 of the Company’s Form 8-K, filed with the Commission on October 12, 2022). |
| 3.1 | Second Amended & Restated Certificate of Incorporation of Pasithea Therapeutics Corp. (incorporated by reference to exhibit 3.1 of the Company’s Form 8-K, filed with the Commission on January 2, 2024). |
| 3.2 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Pasithea Therapeutics Corp., dated December 29, 2023 (incorporated by reference to exhibit 3.4 of the Company’s Form 8-K, filed with the Commission on January 2, 2024). |
| 3.3 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Pasithea Therapeutics Corp., as amended, dated January 28, 2026 (incorporated by reference to exhibit 3.1 of the Company’s Form 8-K, filed with the Commission on January 28, 2026). |
| 3.4 | Second Amended & Restated Bylaws of Pasithea Therapeutics Corp. (incorporated by reference to exhibit 3.2 of the Company’s Form 8-K, filed with the Commission on January 2, 2024). |
| 4.1 | Specimen Common Stock Certificate evidencing the shares of Common Stock (incorporated by reference to exhibit 4.1 of the Company’s Form S-1 (File No. 333-255205), filed with the Commission on April 13, 2021, as amended). |
| 4.2 | Form of Warrant Agent Agreement, including Form of Warrant Certificate (incorporated by reference to exhibit 4.2 of the Company’s Form S-1 (File No. 333-255205), filed with the Commission on April 13, 2021, as amended). |
| 4.3 | Form of Representative Warrant (incorporated by reference to exhibit 4.3 of the Company’s Form S-1 (File No. 333-255205), filed with the Commission on April 13, 2021, as amended). |
| 4.4 | Form of Warrants issued in private placement (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the Commission on November 29, 2021). |
| 4.5 | Form of Warrants issued in acquisition of AlloMek Therapeutics, LLC (incorporated by reference to Exhibit 4.3 of the Company’s Form S-3 (File No. 333-271896) filed with the Commission on May 12, 2023). |
| 4.6 | Form of Warrant issued in acquisition of Alpha-5 integrin, LLC (incorporated by reference to Exhibit 4.4 of the Company’s Form S-3 (File No. 333-271896) filed with the Commission on May 12, 2023). |
| 4.7 | Form of Pre-Funded Common Stock Purchase Warrant issued in private placement (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K, filed with the Commission on September 30, 2024). |
| 4.8 | Form of Common Stock Purchase Warrant issued in private placement (incorporated by reference to Exhibit 4.2 of the Company’s Form 8-K, filed with the Commission on September 30, 2024). |
| 4.9 | Form of Placement Agent Common Stock Purchase Warrant issued in private placement (incorporated by reference to Exhibit 4.3 of the Company’s Form 8-K, filed with the Commission on September 30, 2024). |
| 4.10 | Form of Pre-Funded Warrant issued in May 2025 public offering (incorporated by reference to Exhibit 4.11 to the Company’s Registration Statement on Form S-1 (File No. 333-286889) filed on May 1, 2025). |
| 4.11 | Form of Series C/D Common Warrant issued in May 2025 public offering (incorporated by reference to Exhibit 4.2 of the Company’s Form 8-K, filed with the Commission on May 7, 2025). |
| 4.12 | Form of Placement Agent Warrant issued in May 2025 public offering (incorporated by reference to Exhibit 4.3 of the Company’s Form 8-K, filed with the Commission on May 7, 2025). |
| 4.13 | Form of Pre-Funded Warrant issued in December 2025 public offering (incorporated by reference to Exhibit 4.14 to the Company’s Registration Statement on Form S-1 (File No. 333-291611), filed on November 18, 2025). |
| 4.14 | Form of Placement Agent Warrant issued in December 2025 offering (incorporated by reference to Exhibit 4.15 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-291611), filed on November 26, 2025). |
| 4.15* | Description of Securities |
| 10.1+ | 2021 Incentive Plan (incorporated by reference to exhibit 10.7 of the Company’s Form S-1 (File No. 333-255205), filed with the Commission on April 13, 2021, as amended). |
| 10.2 | Form of Indemnification Agreement for Officers and Directors (incorporated by reference to exhibit 10.8 of the Company’s Form S-1 (File No. 333-255205), filed with the Commission on April 13, 2021, as amended). |
| 10.3 | Form of Securities Purchase Agreement (incorporated by reference to exhibit 10.2 of the Company’s Form 8-K, filed with the Commission on November 29, 2021). |
| 10.4 | Form of Registration Rights Agreement (incorporated by reference to exhibit 10.4 of the Company’s Form 8-K, filed with the Commission on November 29, 2021). |
| 10.5+ | Executive Employment Agreement, dated as of January 1, 2022, between Pasithea Therapeutics Corp. and Dr. Tiago Reis Marques (incorporated by reference to exhibit 10.15 of the Company’s Form 10-K/A, filed with the Commission on May 12, 2022). |
| 10.6+ | Stock Option Agreement, dated December 20, 2021, between Pasithea Therapeutics Corp. and Dr. Tiago Reis Marques (incorporated by reference to exhibit 10.16 of the Company’s Form 10-K/A, filed with the Commission on May 12, 2022). |
| 10.7+ | Employment Agreement with Daniel Schneiderman (incorporated by reference to exhibit 10.1 of the Company’s Form 10-Q, filed with the Commission on November 14, 2022). |
| 10.8 | Settlement and Cooperation Agreement dated December 9, 2022, by and between Pasithea Therapeutics Corp. and Camac Fund, LP and its affiliates (incorporated by reference to exhibit 10.1 of the Company’s Form 8-K, filed with the Commission on December 14, 2022). |
| 10.9+ | Pasithea Therapeutics Corp. 2023 Stock Incentive Plan (incorporated by reference to exhibit 10.1 of the Company’s Form 8-K filed with the Commission on December 19, 2023). |
| 10.10+ | Amendment to Pasithea Therapeutics Corp. 2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed with the Commission on September 3, 2025). |
| 10.11+ | Second Amendment to Pasithea Therapeutics Corp. 2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed with the Commission on January 28, 2026). |
| 10.12+ | Consulting Agreement between Pasithea Therapeutics Corp. and Dr. Lawrence Steinman, dated November 13, 2023 (incorporated by reference to Exhibit 10.20 of the Company’s Form 10-K filed with the Commission on March 29, 2024). |
| 10.13+ | Amendment, effective as of October 1, 2025, to Consulting Agreement between Pasithea Therapeutics Corp. and Dr. Lawrence Steinman, dated November 13, 2023 (incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q filed with the Commission on November 13, 2025). |
| 10.14 | Securities Purchase Agreement, dated September 26, 2024, by and between Pasithea Therapeutics Corp. and purchaser parties thereto (incorporated by reference to exhibit 10.1 of the Company’s Form 8-K filed with the Commission on September 30, 2024). |
| 10.15 | Registration Rights Agreement, dated September 26, 2024, by and between Pasithea Therapeutics Corp. and purchaser parties thereto (incorporated by reference to exhibit 10.2 of the Company’s Form 8-K filed with the Commission on September 30, 2024). |
| 10.16 | Form of May 2025 Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed with the Commission on May 7, 2025). |
| 10.17 | Form of December 2025 Securities Purchase Agreement (incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-291611), filed on November 26, 2025). |
| 16.1 | Letter from Marcum dated April 23, 2025 (incorporated by reference to Exhibit 16.1 to the Company’s Form 8-K, filed with the Commission on April 25, 2025). |
| 19.1 | Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company’s Form 10-K, filed with the Commission on March 24, 2025). |
| 21.1 | Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Company’s Form 10-K, filed with the Commission on March 24, 2025). |
| 23.1* | Consent of Independent Registered Public Accounting Firm (CBIZ CPAs P.C.). |
| 23.2* | Consent of Independent Registered Public Accounting Firm (Marcum LLP). |
| 31.1* | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended. |
| 31.2* | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended. |
| 32.1** | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2** | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1 | Clawback Policy (incorporated by reference to Exhibit 97.1 of the Company’s Form 10-K, filed with the Commission on March 29, 2024). |
| 101.INS* | Inline XBRL Instance Document. |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * | Filed herewith. |
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| ** | Furnished herewith. |
| + | Indicates a management contract or any compensatory plan, contract or arrangement. |
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