-- Solicitation Continues for Certain Charter Amendment Proposals –

SOUTH SAN FRANCISCO, Calif. and MIAMI, Dec. 19, 2023 (GLOBE NEWSWIRE) -- Pasithea Therapeutics Corp. (“Pasithea” or the “Company”) (NASDAQ: KTTA), today announced that it held its annual meeting of stockholders (the “Annual Meeting”) on December 19, 2023.

Over 70% of the Company’s shares of common stock were represented at the Annual Meeting. More than 95% of shares voted were cast “for” the election of directors (Proposal 1), and over 85% “for” Proposals 2, 3 and 6 (collectively, the “Approved Proposals”).

The Approved Proposals related to the following matters:

• appointment of the Company’s proposed slate of directors;
  -  Dr. Tiago Reis Marques;
  -  Prof. Larry Steinman;
  -  Simon Dumesnil;
  -  Dr. Emer Leahy; and
  -  Alfred Novak;

• a charter amendment relating to a potential reverse stock split and corresponding reduction in authorized shares of common stock;
  

• the Pasithea Therapeutics Corp. 2023 Stock Incentive Plan; and
  

• ratification of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
  

The final voting results will be included in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission (“SEC”) within four business days of the Annual Meeting.

The Annual Meeting was also partially adjourned in order to provide stockholders additional time to vote on certain additional charter amendment proposals included as Proposals 4, 5(A), 5(B) and 5(C) (the “Adjourned Proposals”) in the Company’s definitive proxy statement filed with the SEC on October 26, 2023 (the “Proxy Statement”). The Adjourned Proposals require a heightened voting threshold of a majority of shares outstanding, with broker non-votes having the same effect as a vote “against.”

The adjourned Annual Meeting will be reconvened solely with respect to the Adjourned Proposals on December 28, 2023 at 9:00 a.m. Eastern Time at www.virtualshareholdermeeting.com/KTTA2023 (the “Adjourned Meeting”). The original record date of October 12, 2023 remains the same for the Adjourned Meeting. Stockholders of record may attend the virtual webcast meeting by logging in through the same method as set forth in the Proxy Statement. The Company’s board of directors believes approval of the Adjourned Proposals are advisable and in the best interests of the Company and its stockholders for the reasons described in the Proxy Statement.

Voting for the Approved Proposals has now closed, and those proposals were approved by stockholders at the Annual Meeting held on December 19, 2023. Voting remains open only as to the Adjourned Proposals, and these are the only proposals that will be voted upon at the Adjourned Meeting. Stockholders who have already voted their shares on the Adjourned Proposals do not need to vote again. Proxies previously submitted will be voted at the Adjourned Meeting, and stockholders who have previously submitted a proxy or otherwise voted on the Adjourned Proposals need not take any action.