Pasithea Therapeutics Corp. current report, 19 January 2023

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Pasithea Therapeutics Corp. — Form 8-K Summary

Business Context and Reporting Period

Pasithea Therapeutics Corp. filed a Current Report on Form 8-K regarding a Nasdaq continued-listing deficiency. The reported event occurred on January 19, 2023; the filing was dated January 24, 2023. The company’s common stock trades under KTTA and its warrants under KTTAW on The Nasdaq Capital Market.

Financial Metrics and Liquidity

This filing does not provide revenue, earnings, cash flow, margin, debt, liquidity, or other financial performance figures.

Material Change Versus Prior Period

On January 19, 2023, Nasdaq notified the company that its common stock did not meet the $1.00 minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). The deficiency was based on the closing bid price remaining below $1.00 for 30 consecutive business days.

Outlook, Risks, and Contingencies

  • The notice did not immediately delist the company’s common stock.
  • The company had until July 18, 2023, to regain compliance during the initial 180-calendar-day period.
  • Compliance could be restored if the stock closed at or above $1.00 for at least 10 consecutive business days, subject to Nasdaq confirmation.
  • The company could potentially qualify for an additional 180-calendar-day period if it satisfied applicable Nasdaq requirements and notified Nasdaq of its intention to cure the deficiency, potentially through a reverse stock split.
  • If compliance was not restored and the company was not otherwise eligible, Nasdaq could issue a delisting determination. The company would then have the right to appeal to a hearings panel.
  • Management stated that it would monitor the closing bid price and was considering options to regain compliance.
  • The company stated that receipt of the notice did not affect its business, operations, or SEC reporting requirements.

Important Facts to Verify

  • Whether Pasithea regained compliance by July 18, 2023 or obtained an additional compliance period.
  • Whether Nasdaq ultimately issued a delisting determination or accepted a remediation plan.
  • Whether the company implemented a reverse stock split or another action to address the bid-price deficiency.
  • Subsequent financial condition, cash runway, financing activity, and potential dilution, which are not disclosed in this filing.