UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
|
|
| |
| (Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Capital Market | ||||
| The Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 9, 2026, the Company held its Annual Meeting. The stockholders of the Company acted upon the following three proposals at the Annual Meeting: (1) the election of two Class III directors; (2) the ratification of the appointment of CBIZ CPAs P.C. (“CBIZ”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026; and (3) the adoption and approval of an amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time (the “Certificate”), at the discretion of the Board of Directors of the Company (the “Board”), to effect a reverse stock split of the Company’s issued shares of Common Stock, at a specific ratio, ranging from one-for-two (1:2) to one-for-twenty (1:20), at any time prior to the one-year anniversary date of the Annual Meeting, with the exact ratio to be determined by the Board without further approval or authorization of the Company’s stockholders.
Of the 33,414,448 shares of Common Stock outstanding and entitled to vote at the Annual Meeting, 26,142,328 shares of Common Stock were represented in person or by proxy at the Annual Meeting, thereby constituting a quorum.
The voting results on each of the proposals acted upon at the Annual Meeting are set forth below:
Proposal 1 related to the election of two nominees to serve as Class III directors with a three-year term expiring at the 2029 Annual Meeting of Stockholders or until their successors are duly elected and qualified. The following directors were approved by a plurality of the votes cast at the Annual Meeting:
| FOR | WITHHELD | BROKER NON-VOTES |
||||||||||
| Dr. Tiago Reis Marques | 18,381,039 | 67,394 | 7,693,895 | |||||||||
| Prof. Lawrence Steinman | 17,000,205 | 1,448,228 | 7,693,895 |
Proposal 2 related to the ratification of the appointment of CBIZ as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Proposal 2 was approved by a majority of the votes cast at the Annual Meeting, based upon the following votes:
| FOR | AGAINST | ABSTAIN | |||
| 25,935,574 | 199,988 | 6,766 |
Proposal 3 related to the adoption and approval of an amendment to the Certificate, at the discretion of the Board, to effect a reverse stock split of the Company’s issued shares of Common Stock, at a specific ratio, ranging from one-for-two (1:2) to one-for-twenty (1:20), at any time prior to the one-year anniversary date of the Annual Meeting, with the exact ratio to be determined by the Board without further approval or authorization of the Company’s stockholders. Proposal 3 was approved by a majority of the votes cast at the Annual Meeting, based upon the following votes:
| FOR | AGAINST | ABSTAIN | |||
| 25,071,052 | 1,053,169 | 18,107 |
No other business properly came before the Annual Meeting.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PASITHEA THERAPEUTICS CORP. | |||
| Dated: September 9, 2026 | By: | /s/ Tiago Reis Marques | |
| Name: | Tiago Reis Marques | ||
| Title: | Chief Executive Officer | ||
2