Pasithea Therapeutics Corp

The Reverse Split Proposal requests stockholder approval to amend the Company’s Certificate to authorize the Board to effect a reverse stock split of Common Stock at a ratio between one-for-two (1:2) and one-for-twenty (1:20) at any time within one year after the Annual Meeting, with the Board able to pick the final ratio without further shareholder action. Management seeks this flexibility primarily to address a Nasdaq minimum bid price deficiency (the Company received a notice that its closing bid was below $1.00 and faces potential delisting if not cured) and to permit the Board to choose a split that balances achieving a per-share price above $1.00 while considering liquidity and other market factors. The Board’s justification emphasizes that a reverse split could raise the reported per-share price, help retain NASDAQ listing, broaden the investor base (some institutions avoid low-priced stocks), and reduce the operational and reputational impacts of delisting. The proposal also notes downsides: it could decrease liquidity and produce odd lots; the reverse split may not proportionately increase market capitalization or guarantee maintenance of Nasdaq listing if other listing standards are not met; and it increases available authorized but unissued shares relative to outstanding shares, potentially enabling future dilution. The Board recommends a FOR vote, arguing the potential to avoid delisting and preserve shareholder value outweighs the risks. The Board retains discretion whether to implement or abandon the split even if approved by shareholders.