Pasithea Therapeutics Corp 2025年季度报告

FORM10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period EndedSeptember 30,2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from_______to________. Commission file number:001-40804 PASITHEA THERAPEUTICS CORP.(Exact name of Registrant as specified in its charter) Delaware85-1591963(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.) (Address of principal executive offices)(Zip Code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐Yes☒No As of November 12, 2025, there were7,443,577shares of the registrant’s common stock outstanding. PASITHEA THERAPEUTICS CORP.FORM 10-QFor the Quarter ended September 30, 2025 Page PART I.FINANCIAL INFORMATIONITEM 1.Financial Statements1Condensed Consolidated Balance Sheets at September 30, 2025 (unaudited) and December 31, 20241Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited) for the Three andNine Months Ended September 30, 2025 and 20242Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the Three and NineMonths Ended September 30, 2025 and 20243Condensed Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended September 30,2025 and 20244Notes to Unaudited Condensed Consolidated Financial Statements5ITEM 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations23ITEM 3.Quantitative and Qualitative Disclosures about Market Risk31ITEM 4.Controls and Procedures31PART II. OTHER INFORMATIONITEM 1.Legal Proceedings32ITEM 1A.Risk Factors32ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds32ITEM 3.Defaults Upon Senior Securities32ITEM 4.Mine Safety Disclosures32ITEM 5.Other Information32ITEM 6.Exhibits33SIGNATURES34 PART I. FINANCIAL INFORMATION PASITHEA THERAPEUTICS CORP.CONDENSED CONSOLIDATED BALANCE SHEETS LIABILITIES AND STOCKHOLDERS’ EQUITYCurrent liabilities: PASITHEA THERAPEUTICS CORP.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS(Unaudited) PASITHEA THERAPEUTICS CORP.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited) Net loss$(10,316,815)$(10,726,923)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation32,42114,148Amortization expense472,623472,623Stock-based compensation209,190655,310Change in fair value of warrant liabilities(115,301)79,212Realized foreign currency translation loss from dissolution of subsidiaries7,171-Loss on asset write-off103,322-Changes in operating assets and liabilities:Prepaid expenses(535,089)(103,375)Other current assets109,88046,874Accounts payable and accrued liabilities217,930(1,915,862)Lease liabilities-(2,409)Net cash used in operating activities(9,814,668)(11,480,402) Cash, cash equivalents, and restricted cash - Beginning of period6,922,72916,331,052Cash, cash equivalents, and restricted cash - End of period$4,223,552$9,361,169 PASITHEA THERAPEUTICS CORP.NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSFOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 NOTE 1 – NATURE OF THE ORGANIZATION AND BUSINESS Pasithea Therapeutics Corp. (“Pasithea” or the “Company”) was incorporated in the State of Delaware on May 12, 2020 andcompleted an initial public offering (the “Initial Public Offering”) on September 17, 2021. The Company is a clinical-stagebiotechnology company primarily focused on the discovery, research and development of innovative treatments for centra