Pasithea Therapeutics Corporation (NASDAQ:KTTA) Enters into At The Market Offering Agreement with H.C. Wainwright & Co. LLC

On November 26, 2024, Pasithea Therapeutics Corp., a Delaware-based biopharmaceutical company, announced that it has entered into an At The Market Offering Agreement (ATM Agreement) with H.C. Wainwright & Co., LLC, acting as the Sales Agent. The agreement enables Pasithea Therapeutics to offer for sale its common stock, with a par value of $0.0001 per share, from time to time through the Sales Agent, subject to specific limitations outlined in the Agreement.

The sales of common stock by Pasithea Therapeutics under the ATM Agreement will be carried out in accordance with the prospectus supplement, dated November 26, 2024, along with an accompanying base prospectus dated April 19, 2023. These documents are part of Pasithea Therapeutics’ shelf registration statement on Form S-3 (File No. 333-271010), which was initially filed with the U.S. Securities and Exchange Commission (SEC) on March 30, 2023, and declared effective on April 19, 2023. The value of the common stock eligible for sale under the ATM Prospectus Supplement is currently set at $2,076,000, based on the limitations of Form S-3.

In adherence to the ATM Agreement, Pasithea Therapeutics will define the parameters for the sale of common stock, including the number of shares to be issued, the time frame for sales, limitations on daily sales, and minimum pricing requirements. The Sales Agent, under the agreement, has the authority to execute sales through various means, including “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933. This may involve sales on the Nasdaq Stock Market LLC or other applicable trading platforms, with additional options for private negotiated transactions with the approval of Pasithea Therapeutics.

The Sales Agent, upon receipt of a placement notice and subject to the terms of the ATM Agreement, will use commercially reasonable efforts to sell common stock based on Pasithea Therapeutics’ instructions. Pasithea Therapeutics retains the right to suspend offers under the Agreement at any time. The Sales Agent is not obligated to purchase any shares of common stock on a principal basis as per the terms of the ATM Agreement.

Under the terms of the ATM Agreement, the Sales Agent will receive a cash commission equal to 3.0% of the gross sales price of the common stock sold. Pasithea Therapeutics has also agreed to provide customary indemnification and contribution rights to the Sales Agent and certain affiliates, including reimbursement of legal fees and expenses. The ATM Agreement further includes representations, warranties, and conditions related to the placement of common stock.

The Offering will conclude upon the earlier of the sale of all common stock specified in the ATM Prospectus Supplement or termination of the ATM Agreement by either party as outlined in the terms. This announcement indicates Pasithea Therapeutics’ strategic move to leverage the financial markets for potential capital growth and operational expansion.

The complete ATM Agreement is available as Exhibit 1.1 in the Current Report on Form 8-K filed by Pasithea Therapeutics with the SEC on November 26, 2024. This report does not constitute an offer to sell or a solicitation to buy the discussed securities, nor does it authorize sales where prohibited by law without prior registration or qualification under relevant securities laws. Additionally, an official legal opinion regarding the legality of common stock issuance is provided by Lowenstein Sandler LLP, as referenced in Exhibit 5.1 of the report.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Pasithea Therapeutics’s 8K filing here.

Pasithea Therapeutics Company Profile

Pasithea Therapeutics Corp., a biotechnology company, engages in discovery, research, and development of treatments for central nervous system disorders, RASopathies, and other diseases. Its lead product candidate PAS-004, a next-generation macrocyclic mitogen-activated protein kinase, or MEK inhibitor for use in the treatment of a range of RASopathies, including neurofibromatosis type 1 oncology indications.