Pasithea Therapeutics Corp 2025年度报告

FORM 10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 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 number001-40804 PASITHEA THERAPEUTICS CORP.(Exact name of registrant as specified in its charter) Registrant’s telephone number, including area code:(786) 977-3380 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ 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. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ 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 has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the common stock, par value $0.0001 per share (“Common Stock”), held by non-affiliates of theregistrant as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2025) was $5.1 million. As of March 24, 2026, there were 24,939,948 shares of the registrant’s Common Stock outstanding. This number does not include64,053,335 shares of Common Stock issuable upon the exercise of pre-funded warrants outstanding as of March 24, 2026 (which areimmediately exercisable at an exercise price of $0.001 per share of Common Stock, subject to beneficial ownership limitations). DOCUMENTS INCORPORATED BY REFERENCE None. PASITHEA THERAPEUTICS CORP.2025 FORM 10-K ANNUAL REPORT TABLE OF CONTENTS PagePART IITEM 1. BUSINESS1ITEM 1A. RISK FACTORS27ITEM 1B. UNRESOLVED STAFF COMMENTS54ITEM 1C. CYBERSECURITY54ITEM 2. PROPERTIES54ITEM 3. LEGAL PROCEEDINGS54ITEM 4. MINE SAFETY DISCLOSURES54PART IIITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES55ITEM 6. [RESERVED]55ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS55ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK60ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA60ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE60ITEM 9A. CONTROLS AND PROCEDURES61ITEM 9B. OTHER INFORMATION61ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS61PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE62ITEM 11. EXECUTIVE COMPENSATION69ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS79ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,