Pasithea Therapeutics Reports Annual Meeting; Reverse Split Authorized

What Happened

• Pasithea Therapeutics Corp. (KTTA) filed an 8-K on Sept. 9, 2026 reporting results of its Annual Meeting. Stockholders elected two Class III directors, ratified CBIZ CPAs P.C. as the company’s independent auditor for FY2026, and approved an amendment authorizing the Board to implement a reverse stock split.
• The reverse split authorization allows the Board, at its discretion and without further shareholder approval, to combine shares at a ratio between one-for-two (1:2) and one-for-twenty (1:20) at any time before the one-year anniversary of the meeting. Of 33,414,448 shares outstanding and entitled to vote, 26,142,328 shares were represented (quorum).

Key Details

• Meeting date: September 9, 2026; shares represented: 26,142,328 of 33,414,448 outstanding.
• Director elections (Class III, three-year terms):
  • Dr. Tiago Reis Marques — For: 18,381,039; Withheld: 67,394; Broker non-votes: 7,693,895.
  • Prof. Lawrence Steinman — For: 17,000,205; Withheld: 1,448,228; Broker non-votes: 7,693,895.
• Auditor ratification: CBIZ CPAs P.C. approved — For: 25,935,574; Against: 199,988; Abstain: 6,766.
• Reverse split authorization approved — For: 25,071,052; Against: 1,053,169; Abstain: 18,107. Board may choose a 1:2 to 1:20 ratio within one year.

Why It Matters

• The approved reverse stock-split authorization gives the Board the ability to reduce the number of outstanding shares (at a ratio chosen within the 1:2–1:20 range) without another shareholder vote. That can increase the per-share price and may affect liquidity and market perception; implementation is discretionary and not automatic.
• Ratification of the auditor and election of directors are routine governance matters that maintain the company’s audit relationship and board continuity. Investors should monitor future filings for any announced split ratio or effective date and for any related changes to outstanding share counts or listing status.