--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-22-079827" form_type: "8-K" ticker: "KTTA" cik: "0001841330" company_name: "Pasithea Therapeutics Corp." filed_at: "2022-12-14T23:59:59+00:00" generated_at: "2026-06-21T04:54:45.454338+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.7 calibrated_materiality_score: 0.7 confidence: "high" source: SEC EDGAR --- # Pasithea settles with Camac Group; to repurchase 3.2M shares at $1.0003, standstill 3 years ## Summary - 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. ## SEC filing metadata - accession: 0001213900-22-079827 - form_type: 8-K - ticker: KTTA - cik: 0001841330 - company_name: Pasithea Therapeutics Corp. - filed_at: 2022-12-14T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.7 - calibrated_materiality_score: 0.7 - confidence: high - sec_items: 1.01, 5.07, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1841330/000121390022079827/0001213900-22-079827-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1841330/000121390022079827/ea170172-8k_pasithea.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-22-079827 - JSON: https://secwatch.observer/filing/0001213900-22-079827.json - Plain text: https://secwatch.observer/filing/0001213900-22-079827.txt ## Key facts - Material Agreements 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 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1841330/000121390022079827/0001213900-22-079827-index.htm - Shareholder Votes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1841330/000121390022079827/0001213900-22-079827-index.htm - Shareholder Votes Pasithea Therapeutics Corp. shareholders rejected Removal of Lawrence Steinman as a director at the 2022-12-09 meeting. - Outcome: failed - Meeting: 2022-12-09 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1841330/000121390022079827/0001213900-22-079827-index.htm - Shareholder Votes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1841330/000121390022079827/0001213900-22-079827-index.htm - Shareholder Votes Pasithea Therapeutics Corp. shareholders rejected Removal of Alfred Novak as a director at the 2022-12-09 meeting. - Outcome: failed - Meeting: 2022-12-09 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1841330/000121390022079827/0001213900-22-079827-index.htm - Shareholder Votes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1841330/000121390022079827/0001213900-22-079827-index.htm - Shareholder Votes Pasithea Therapeutics Corp. shareholders rejected Removal of Emer Leahy as a director at the 2022-12-09 meeting. - Outcome: failed - Meeting: 2022-12-09 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1841330/000121390022079827/0001213900-22-079827-index.htm - Shareholder Votes Pasithea Therapeutics Corp. shareholders rejected Removal of Simon Dumesnil as a director at the 2022-12-09 meeting. - Outcome: failed - Meeting: 2022-12-09 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1841330/000121390022079827/0001213900-22-079827-index.htm - Shareholder Votes Pasithea Therapeutics Corp. shareholders rejected Adjournment of Special Meeting at the 2022-12-09 meeting. - Outcome: failed - Meeting: 2022-12-09 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1841330/000121390022079827/0001213900-22-079827-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.