Item 5. Other Information
Item 5. Other Information.
(a) Departure of Certain Officers
On November 12, 2024, Dr. Graeme Currie resigned
from his position as Chief Development Officer effective as of November 15, 2024. In the interim, the Company will proceed with clinical
development of its product candidates without disruption, in consultation with its existing consultants.
(c) Insider Trading Arrangements and Policies
During the quarter ended September 30, 2024, none of
the Company’s directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1
trading arrangement,” as those terms are defined in Regulation S-K, Item 408, that was intended to satisfy the affirmative defense
conditions of Rule 10b5-1(c).
29
Item 6. Exhibits
Exhibit No.
Description
4.1
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).
4.2
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).
4.3
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).
10.1
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).
10.2
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).
31.1*
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**
Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*
Inline XBRL Instance Document.
101.SCH*
Inline XBRL Taxonomy Extension Schema Document
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
* Filed
herewith.
** Furnished,
not filed.
30
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
PASITHEA THERAPEUTICS CORP.
By:
/s/ Tiago Reis Marques
Tiago Reis Marques
Chief Executive Officer
(Principal Executive Officer)
Date: November 13, 2024
By:
/s/ Daniel Schneiderman
Daniel Schneiderman
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
Date: November 13, 2024
31
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.