8-K
filed December 14, 2022, 6:59 PM ET
ticker KTTA
CIK 0001841330
other material
confidence high
sentiment neutral
materiality 0.70
Pasithea settles with Camac Group; to repurchase 3.2M shares at $1.0003, standstill 3 years
Pasithea Therapeutics Corp.
- Will buy back 3,205,282 shares (11% of outstanding) at $1.0003 per share (trailing 5-day VWAP).
- Reimburses Camac Group expenses up to $689,491; both parties dismiss Delaware litigation with prejudice.
- Camac Group enters 3-year standstill, agrees not to engage in proxy contests or change-of-control actions.
- Special meeting Dec 9, 2022: all proposals to remove five directors and repeal bylaw changes were denied by shareholders.
- Mutual release of claims related to Camac investment, special meeting, and prior acquisitions.
Key facts
Extracted from this filing and checked against the source text.
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Pasithea Therapeutics Corp. entered into Settlement and Cooperation Agreement with Concord IP2 Ltd., Elderhill Corporation, Leonite Capital LLC, Leonite Fund I, LP, Camac Partners, LLC, Camac Capital, LLC, Camac Fund, LP, David Delaney, Avi Geller, and Eric Shahinian (collectively, the "Camac Group") (effective 2022-12-09).
- Action
- entry
- Agreement
- settlement
- Counterparty
- Concord IP2 Ltd., Elderhill Corporation, Leonite Capital LLC, Leonite Fund I, LP, Camac Partners, LLC, Camac Capital, LLC, Camac Fund, LP, David Delaney, Avi Geller, and Eric Shahinian (collectively, the "Camac Group")
- Effective
- 2022-12-09
Exact text from the filing
On December 9, 2022, Pasithea Therapeutics Corp. (“Pasithea” or “Company”) entered into a Settlement and Cooperation Agreement (“Cooperation Agreement”) with Concord IP2 Ltd., Elderhill Corporation, Leonite Capital LLC, Leonite Fund I, LP, Camac Partners, LLC, Camac Capital, LLC, Camac Fund, LP, David Delaney, Avi Geller, and Eric Shahinian (collectively, the “Camac Group”).
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Pasithea Therapeutics Corp. shareholders rejected Filling of vacancies related to removal of directors at the 2022-12-09 meeting.
- Outcome
- failed
- Meeting
- 2022-12-09
Exact text from the filing
2. The filling of any vacancies related to the removal of the directors of the Company Votes For Votes Against Abstain 6,693,557 10,478,142 1,994,194 The proposal was denied.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Pasithea Therapeutics Corp. shareholders rejected Removal of Lawrence Steinman as a director at the 2022-12-09 meeting.
- Outcome
- failed
- Meeting
- 2022-12-09
Exact text from the filing
1C. The removal, without cause, of Lawrence Steinman as a director of the Company: Votes For Votes Against Abstain 6,420,984 10,750,297 1,994,612 The proposal was denied.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Pasithea Therapeutics Corp. shareholders rejected Removal of Dr. Tiago Reis Marques as a director at the 2022-12-09 meeting.
- Outcome
- failed
- Meeting
- 2022-12-09
Exact text from the filing
1A. The removal, without cause, of Dr. Tiago Reis Marques as a director of the Company: Votes For Votes Against Abstain 6,420,984 10,750,297 1,994,612 The proposal was denied.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Pasithea Therapeutics Corp. shareholders rejected Removal of Alfred Novak as a director at the 2022-12-09 meeting.
- Outcome
- failed
- Meeting
- 2022-12-09
Exact text from the filing
1B. The removal, without cause, of Alfred Novak as a director of the Company: Votes For Votes Against Abstain 6,419,802 10,750,297 1,995,794 The proposal was denied.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Pasithea Therapeutics Corp. shareholders rejected Repeal of provisions or amendments of Bylaws adopted without stockholder approval at the 2022-12-09 meeting.
- Proposal
- charter amendment
- Outcome
- failed
- Meeting
- 2022-12-09
Exact text from the filing
3. To repeal each provision or amendment of the Company’s Bylaws adopted by the Board without the approval of the Company’s stockholders after April 13, 2021 Votes For Votes Against Abstain 6,415,202 10,755,297 1,995,394 The proposal was denied.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Pasithea Therapeutics Corp. shareholders rejected Removal of Emer Leahy as a director at the 2022-12-09 meeting.
- Outcome
- failed
- Meeting
- 2022-12-09
Exact text from the filing
1E. The removal, without cause, of Emer Leahy as a director of the Company: Votes For Votes Against Abstain 6,420,984 10,750,297 1,994,612 The proposal was denied.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Pasithea Therapeutics Corp. shareholders rejected Removal of Simon Dumesnil as a director at the 2022-12-09 meeting.
- Outcome
- failed
- Meeting
- 2022-12-09
Exact text from the filing
1D. The removal, without cause, of Simon Dumesnil as a director of the Company: Votes For Votes Against Abstain 6,423,202 10,750,897 1,991,794 The proposal was denied.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Pasithea Therapeutics Corp. shareholders rejected Adjournment of Special Meeting at the 2022-12-09 meeting.
- Outcome
- failed
- Meeting
- 2022-12-09
Exact text from the filing
4. To adjourn the Special Meeting to a later date Votes For Votes Against Abstain 6,415,202 10,754,297 1,996,394 The proposal was denied.
View on SEC.gov
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