Offerings // Pasithea Therapeutics Corp.

KTTA offering history

Every offering-related filing in Pasithea Therapeutics Corp.’s recent SEC record — registrations (announced capacity) kept separate from pricing documents (executed sales). Reviewed 337 filings back to Jan 29, 2021.

Last executed offering

Dec 2, 2025

8-K — priced deal (shares or notes)

Last registration (announced)

Nov 26, 2025

S-1/A — capacity, not a sale

Executed, last 12 months

424B pricings + 8-K 3.02 sales

Registered, last 12 months

S-1/S-3/F-series registrations

Date	Filing		What it means
Jan 27, 2026	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Dec 2, 2025	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
Dec 1, 2025	424B4 →	EXECUTED	Final prospectus — offering priced (typical for IPOs and marketed share deals)
Nov 28, 2025	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Nov 26, 2025	S-1/A →	REGISTERED	S-1/A registration — capacity to sell shares, not a sale yet
Nov 18, 2025	S-1 →	REGISTERED	S-1 registration — capacity to sell shares, not a sale yet
Jun 20, 2025	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
May 7, 2025	424B4 →	EXECUTED	Final prospectus — offering priced (typical for IPOs and marketed share deals)
May 6, 2025	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
May 1, 2025	S-1 →	REGISTERED	S-1 registration — capacity to sell shares, not a sale yet
Nov 26, 2024	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Oct 11, 2024	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Oct 11, 2024	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Oct 7, 2024	S-3 →	REGISTERED	S-3 registration — capacity to sell shares, not a sale yet
Sep 30, 2024	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
Apr 2, 2024	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Jun 6, 2023	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Jun 5, 2023	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
May 12, 2023	S-3 →	REGISTERED	S-3 registration — capacity to sell shares, not a sale yet
Apr 19, 2023	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Mar 30, 2023	S-3 →	REGISTERED	S-3 registration — capacity to sell shares, not a sale yet
Nov 30, 2022	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Nov 30, 2022	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Oct 12, 2022	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
Sep 16, 2022	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Sep 16, 2022	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Jun 22, 2022	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
Apr 18, 2022	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Apr 18, 2022	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Dec 22, 2021	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Dec 21, 2021	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Dec 21, 2021	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Dec 16, 2021	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Dec 9, 2021	S-1 →	REGISTERED	S-1 registration — capacity to sell shares, not a sale yet
Nov 29, 2021	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
Sep 16, 2021	424B4 →	EXECUTED	Final prospectus — offering priced (typical for IPOs and marketed share deals)
Sep 14, 2021	S-1MEF →	REGISTERED	S-1MEF registration — capacity to sell shares, not a sale yet
Sep 14, 2021	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Sep 13, 2021	S-1/A →	REGISTERED	S-1/A registration — capacity to sell shares, not a sale yet
Sep 10, 2021	S-1/A →	REGISTERED	S-1/A registration — capacity to sell shares, not a sale yet

KTTA offering-related filings from SEC EDGAR, newest first (capped at 40). Each links to the original document.

Two honest limits. (1) A 424B takedown can price shares or notes— EDGAR’s metadata doesn’t say which, so open the document: large investment-grade filers use these mostly for bond deals (no dilution), small-caps mostly for shares. (2) At-the-market (ATM) programs sell shares gradually and individual sales are not separately filed — the visible footprint is the enabling shelf and its 424B5; actual ATM share counts surface later in the 10-Q/10-K share count. Educational information from public filings, not investment advice.

Is a shelf active now? →Do they need money? →Red flags →Full KTTA workspace →

KTTA offering FAQ

When did KTTA last execute an offering?

Per SEC filings, Pasithea Therapeutics Corp.'s most recent priced offering document is a 8-K filed 2025-12-02. Note a 424B takedown can price shares or notes (debt) — the linked document says which.

When did KTTA last announce or register an offering?

The most recent registration is a S-1/A filed 2025-11-26. A registration is capacity to sell shares — not a sale.

Does an offering always mean dilution?

Registered direct offerings and shelf takedowns issue new shares and dilute existing holders. Resale registrations (424B3/B7) let existing holders sell and do not create new shares. Secondary sales by insiders also do not dilute. Each row here is labeled with what it is.