Pasithea Therapeutics (KTTA) Proxy filing summary

Executive summary

• The annual meeting is scheduled for September 3, 2025, in a virtual format, with stockholders voting on four key proposals and other business as may arise.

• Proposals include director elections, auditor ratification, an amendment to the 2023 Stock Incentive Plan, and a reverse stock split.

• Only stockholders of record as of July 7, 2025, are entitled to vote; each share of common stock is entitled to one vote.

• The Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Election of two Class II directors (Alfred Novak and Simon Dumesnil) for three-year terms.

• Proposal 2: Ratification of CBIZ CPAs P.C. as independent auditor for fiscal year 2025.

• Proposal 3: Amendment to the 2023 Stock Incentive Plan to increase authorized shares by 1,750,000 to 2,014,221.

• Proposal 4: Amendment to the Certificate of Incorporation to effect a reverse stock split at a ratio between 1:2 and 1:20, at the Board's discretion, any time before September 3, 2026.

• Stockholders may submit proposals for the 2026 annual meeting by specified deadlines.

Board of directors and corporate governance

• The Board consists of five members divided into three staggered classes; three directors are independent under Nasdaq rules.

• Board leadership is separated between the Chairman and CEO roles.

• Three standing committees: Audit, Compensation, and Nominating and Corporate Governance, each with defined charters and independent membership.

• The Board met five times in 2024, with all directors attending at least 75% of meetings.

• Stockholders can recommend director candidates and communicate with the Board.