Pasithea Therapeutics (KTTA) Proxy filing summary

Executive summary

• Annual Meeting scheduled for September 3, 2025, to be held virtually, with stockholders of record as of July 22, 2025, eligible to vote.

• Four main proposals: election of directors, ratification of CBIZ as auditor, amendment to increase shares under the 2023 Incentive Plan, and approval of a reverse stock split.

• Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

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

• Ratification of CBIZ as independent auditor for fiscal year 2025, following the acquisition of Marcum LLP's attest business.

• Amendment to the 2023 Incentive Plan to increase authorized shares for equity awards from 264,221 to 2,014,221.

• Approval of a reverse stock split at a ratio between 1:2 and 1:20, at the Board's discretion, to maintain Nasdaq listing.

Board of directors and corporate governance

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

• Board leadership structure separates Chairman and CEO roles; risk oversight is managed by the full Board and committees.

• Three standing committees: Audit, Compensation, and Nominating and Corporate Governance, all with independent members.

• Stockholders may recommend director candidates and communicate with the Board per established procedures.