Proxy Statement (Form 8-K)

Item 5.08 Shareholder Director Nominations

On July 10, 2025, the board of directors (the "Board") of Pasithea Therapeutics Corp. (the "Company") set the date for the Company's 2025 annual meeting of stockholders (the "2025 Annual Meeting") as September 3, 2025. The Company expects to begin delivering and making available the proxy materials for the 2025 Annual Meeting on or about July 24, 2025. Because the 2025 Annual Meeting will be held more than thirty (30) days after the anniversary date of the Company's 2024 annual meeting of stockholders, the Company is filing this Current Report on Form 8-K to provide the due date for the submission of any qualified stockholder proposals or qualified stockholder director nominations with respect to the 2025 Annual Meeting.

Stockholders who intend to present proposals for inclusion in the proxy materials for the 2025 Annual Meeting under Rule 14a-8 ("Rule 14a-8") promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), must ensure that such proposals are received by the Company, in writing at 1111 Lincoln Road, Suite 500, Miami Beach, FL 33139, no later than July 21, 2025, which the Company has determined to be a reasonable time before it expects to begin to deliver and make available its proxy materials, and must furthermore comply with all applicable requirements of Rule 14a-8 promulgated under the Exchange Act.

In addition to satisfying the foregoing requirements, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company's nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act by July 21, 2025, the tenth calendar day following the date of this Current Report on Form 8-K publicly announcing the date of the 2025 Annual Meeting.