Pasithea Therapeutics Corp. 8-K

What Happened

• Pasithea Therapeutics Corp. (KTTA) announced on January 28, 2026 (via Form 8-K) that shareholders approved two key corporate changes at a Special Meeting held that day. The company filed a Certificate of Amendment with the Delaware Secretary of State to increase authorized common stock from 100,000,000 to 500,000,000 shares, effective upon filing. Stockholders also approved a Plan Amendment to the 2023 Stock Incentive Plan, increasing the number of shares available under the plan by 11,985,779 to a total of 14,000,000 shares.

Key Details

• Authorized common shares increased from 100,000,000 to 500,000,000 (Certificate of Amendment filed and effective Jan 28, 2026).
• 2023 Stock Incentive Plan amended to add 11,985,779 shares, raising the plan total to 14,000,000 shares (Plan Amendment effective upon shareholder approval).
• Voting and quorum: 23,091,062 shares outstanding and entitled to vote; 16,746,261 shares represented at the meeting (quorum).
• Vote results: Proposal to increase authorized shares — FOR 16,066,757; AGAINST 647,972; ABSTAIN 31,532. Proposal to expand the stock plan — FOR 8,168,126; AGAINST 4,550,855; ABSTAIN 5,569; BROKER NON-VOTES 4,021,711.

Why It Matters

• Increasing authorized shares does not itself issue new shares, but it permits the company to issue more stock in the future for financing, acquisitions, or other corporate purposes. That potential issuance can dilute existing shareholders if and when new shares are issued.
• Expanding the Stock Incentive Plan gives Pasithea more shares to grant for employee, director or consultant compensation, which may be used to recruit and retain talent but also increases dilution risk.
• Investors should note these are authorizations and approvals only; monitor future filings for any actual share issuances, equity financings, or large option/grant programs that could affect share count and ownership.