Other Information.
−Removed: Trading Arrangements and Policies
−Removed: the quarter ended June 30, 2024, none of the Company’s directors or officers adopted or terminated a “Rule 10b5-1 trading
−Removed: arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, that
−Removed: was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
+Added: (a) Departure of Certain Officers
+Added: On November 12, 2024, Dr.
+Added: Graeme Currie resigned
+Added: from his position as Chief Development Officer effective as of November 15, 2024.
+Added: In the interim, the Company will proceed with clinical
+Added: development of its product candidates without disruption, in consultation with its existing consultants.
+Added: (c) Insider Trading Arrangements and Policies
+Added: During the quarter ended September 30, 2024, none of
+Added: the Company’s directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1
+Added: trading arrangement,” as those terms are defined in Regulation S-K, Item 408, that was intended to satisfy the affirmative defense
+Added: conditions of Rule 10b5-1(c).
+Added: Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed with the Commission on September 30, 2024).
+Added: Form of Warrant (incorporated by reference to Exhibit 4.2 of the Company’s Form 8-K filed with the Commission on September 30, 2024).
+Added: Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.3 of the Company’s Form 8-K filed with the Commission on September 30, 2024).
+Added: Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the Commission on September 30, 2024).
+Added: Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed with the Commission on September 30, 2024).
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
10 unchanged sentences
** Furnished,
−Removed: to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
−Removed: the undersigned, thereunto duly authorized.
+Added: Pursuant to the requirements
+Added: of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
+Added: duly authorized.
PASITHEA THERAPEUTICS CORP.
−Removed: Tiago Reis Marques
+Added: /s/ Tiago Reis Marques
Tiago Reis Marques
1 unchanged sentence
(Principal Executive Officer)
−Removed: August 13, 2024
−Removed: Daniel Schneiderman
+Added: November 13, 2024
+Added: /s/ Daniel Schneiderman
Daniel Schneiderman
2 unchanged sentences
Principal Accounting Officer)
−Removed: August 13, 2024
+Added: November 13, 2024
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.