Pasithea Therapeutics Announces Intention to Commence a $4.0 Million Tender Offer for its Common Stock at Price of $0.70 per Share in Cash

Tender Offer Expected to Close Third Quarter of 2023

PALO ALTO, Calif. and MIAMI, July 20, 2023 (GLOBE NEWSWIRE) -- Pasithea Therapeutics Corp. (NASDAQ: KTTA) (“Pasithea” or the “Company”), a biotechnology company focused on the discovery, research, and development of innovative treatments for central nervous system (CNS) disorders, today announced that its Board of Directors (the "Board") has authorized the repurchase, through a $4.0 million tender offer ("Tender Offer"), of up to approximately 5.7 million shares of the Company's outstanding common stock, at an anticipated cash purchase price of $0.70 per share.

Pasithea’s executive officers and directors have informed the Company that they do not intend to tender any shares of common stock in the Tender Offer. To the extent the Tender Offer is oversubscribed, the Company will accept shares for purchase in the Tender Offer on a pro rata basis.

Pasithea anticipates consummating the Tender Offer during the third quarter of 2023.

Tender Offer Statement

Pasithea has not commenced the Tender Offer, and the description of the Tender Offer contained in this press release is neither an offer to purchase nor a solicitation of an offer to sell shares of Pasithea. There can be no assurance that any tender offer will be commenced or if commenced that it will be consummated.

This press release is for informational purposes only and is not a recommendation, an offer to buy, nor the solicitation of an offer to sell, any shares. The full details of any tender offer, including complete instructions on how to tender shares, will be included in the offer to purchase, the letter of transmittal and related materials, which will be distributed to stockholders promptly following commencement of the offer. Stockholders should read carefully the offer to purchase, the letter of transmittal and other related materials when they are available because they will contain important information.

Once the Tender Offer has commenced, copies of the offer to purchase, the letter of transmittal and other related materials will be filed with the Securities and Exchange Commission, and will be available free of charge at the Commission’s website at www.sec.gov and on the Investors section of Pasithea's website at www.ir.pasithea.com. When available, shareholders also may obtain a copy of these documents from the Company, free of charge, by directing a request to: Secretary, Pasithea Therapeutics Corp., 1111 Lincoln Road, Suite 500, Miami Beach, Florida 33139, Email [e-mail], Telephone [phone].