Page 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10 - Q × QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30 , 2021 OR □ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Delaware Commission file number : 001-40804 PASITHEA THERAPEUTICS CORP . ( Exact name of Registrant as specified in its charter ) ( State or other jurisdiction of incorporation or organization ) 85-1591963 ( I.R.S. Employer Identification No. ) 1111 Lincoln Road , Suite 500 Miami Beach , Florida ( Address of principal executive offices ) 33139 ( Zip Code ) Registrant's telephone number , including area code : ( 702 ) 514-4174 Securities registered pursuant to Section 12 ( b ) of the Act : Title of each class Common stock , par value $ 0.0001 per share Warrants , exercisable for one share of Common Stock Trading Symbol ( s ) KTTA KTTAW Name of each exchange on which registered The Nasdaq Capital Market The Nasdaq Capital Market Indicate by check mark whether the Registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the Registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . > Yes □ No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site , if any , every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit and post such files ) . > Yes □ No Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , smaller reporting company , or an emerging growth company . See the definitions of large accelerated filer , accelerated filer , smaller reporting company , and emerging growth company in Rule 12b - 2 of the Exchange Act . Large Accelerated Filer Non - Accelerated Filer ☐ ☑ ☑ ■ × ☑ Accelerated Filer Smaller Reporting Company 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 . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . ☐ Yes > No As of November 18 , 2021 , there were 13,208,371 shares of the registrant's common stock outstanding .