Pasithea Therapeutics Corp. Announces Final Results of Tender Offer

Purchases All 5,323,451 Shares Validly Tendered at $0.70 per Share

PALO ALTO, Calif. and MIAMI, Sept. 14, 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 the final results of its previously announced tender offer to acquire up to 5,714,285 shares of its common stock, par value $0.0001 per share, at a price of $0.70 per share in cash, less any applicable withholding taxes and without interest. The tender offer expired at 5:00 p.m. on September 8, 2023 and was funded entirely through the Company’s cash on hand.

Based on the final results, a total of 5,323,451 shares of common stock were validly tendered and not withdrawn. Accordingly, there has been no proration and the Company has accepted for purchase all shares of common stock validly tendered.

“We believe Pasithea stockholders have sent a clear signal expressing confidence in our go-forward plans, given that lower than the maximum quantity of shares was tendered in the offer. We are happy to execute this stock buyback and provide liquidity to stockholders who were seeking an exit, at a premium to the prevailing market price, and at the same time provide remaining stockholders who did not want to participate an opportunity to increase their relative percentage ownership in Pasithea at no additional cost to them. Over the past 9 months Pasithea has repurchased in excess of 8.5 million shares of common stock,” commented Dr. Tiago Reis Marques, CEO of Pasithea. “Pasithea has successfully executed these repurchases while preserving sufficient cash to continue to execute its business plan and achieve upcoming value-creating milestones in its existing therapeutic pipeline. We look forward to advancing our next generation macrocyclic MEK inhibitor into the clinic as well as selecting our lead Alpha 5 Beta 1 drug candidate for the treatment of ALS,” concluded Dr. Marques.

Following completion of the tender offer there will be 20,819,956 shares of Pasithea’s common stock outstanding.

Broadridge Corporate Issuer Solutions, LLC (“Broadridge”), the depositary for the tender offer, will promptly pay for all of the shares of common stock accepted for purchase in accordance with the terms and conditions of the tender offer.