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.

• Stockholders of record as of July 24, 2026, are eligible to vote; 33,414,448 shares outstanding as of the record date.

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

Voting matters and shareholder proposals

• Proposal 1: Election of two Class III directors (Dr. Tiago Reis Marques and Prof. Lawrence Steinman) for terms expiring in 2029.

• Proposal 2: Ratification of CBIZ CPAs P.C. as independent auditor for fiscal year ending December 31, 2026.

• Proposal 3: Approval of a reverse stock split at a ratio between 1:2 and 1:20, at the Board's discretion, any time before the one-year anniversary of the meeting.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

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

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

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

• Independence affirmed for all directors except the CEO; Prof. Steinman re-designated as independent in July 2026.

• Board oversees risk directly and through committees; no standing risk committee.