Pasithea Therapeutics Corp. 8-K

What Happened

• Pasithea Therapeutics Corp. announced on May 4, 2026 (8-K filed) that Kartik Krishnan, M.D., Ph.D., was appointed Chief Medical Officer effective May 1, 2026. Dr. Krishnan will oversee clinical development and medical strategy as the company advances PAS-004 for NF1‑associated plexiform and cutaneous neurofibromas.
• Dr. Krishnan’s employment is governed by an Executive Employment Agreement dated April 3, 2026. His initial annual base salary is $500,000, he is eligible for an annual discretionary bonus up to 40% of base salary, may participate in employee benefits, and his employment is at‑will. The agreement provides for certain severance benefits. The company also issued a press release on May 4, 2026 announcing the appointment (furnished as Exhibit 99.1).

Key Details

• Effective date: May 1, 2026; Employment Agreement dated April 3, 2026.
• Compensation: $500,000 base salary; bonus eligibility up to 40% of base salary.
• Stock option grants (Grant Date: May 1, 2026; exercise price $0.841/share — Nasdaq close on May 1, 2026):
  • Dr. Tiago Reis Marques: options to purchase 1,756,069 shares.
  • Daniel Schneiderman: options to purchase 1,129,323 shares.
  • Dr. Kartik Krishnan: options to purchase 1,129,323 shares.
  • Certain employees (aggregate): options to purchase 1,239,323 shares.
  • Each non‑employee director (Lawrence Steinman, Emer Leahy, Simon Dumesnil, Alfred Novak): 152,783 options each.
• Vesting: executive/employee options vest 33% at one year, then remaining shares vest in equal quarterly installments over the next two years (subject to service); director options vest in full at one year. All awards accelerate upon a Change in Control as defined in the plan.

Why It Matters

• The hiring of an experienced CMO with prior drug development and approval experience (including work on cobimetinib at Genentech) is a material operational development as Pasithea advances PAS-004 into clinical stages for NF1-related tumors. That could affect timelines and regulatory strategy.
• The compensation package and sizeable option awards align the new CMO and other executives/employees with the company’s equity, but also represent potential future dilution if options are exercised. Investors should note the exercise price ($0.841) and vesting terms when assessing ownership impact.
• Employment is at‑will and the agreement includes severance provisions; the company publicly disclosed the appointment via a press release under Regulation FD.