Pasithea Therapeutics (KTTA) Proxy filing summary

Executive summary

• Annual Meeting scheduled for September 9, 2026, to be held virtually, with voting on three main proposals: director elections, auditor ratification, and a reverse stock split amendment.

• Only stockholders of record as of July 24, 2026, are entitled to vote; 33,414,448 shares of common stock are outstanding.

• Proxy materials, including the Proxy Statement and Annual Report, are available online, and multiple voting methods are provided.

Voting matters and shareholder proposals

• Proposals include: (1) election of two Class III directors for three-year terms, (2) ratification of CBIZ as independent auditor for 2026, and (3) approval of a reverse stock split at a ratio between 1:2 and 1:20, at the Board's discretion within one year.

• Board recommends voting FOR all proposals.

• Stockholders may submit proposals for the 2027 meeting by April 9, 2027, and must follow advance notice requirements.

Board of directors and corporate governance

• Board consists of five members divided into three staggered classes; separation of CEO and Chairman roles.

• Four directors are now considered independent under Nasdaq rules.

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

• Board met five times in 2025; all directors attended at least 75% of meetings.