Pasithea shareholders approve classified board, supermajority vote, eliminate written consent

Pasithea Therapeutics Corp.

Stockholders approved classifying Board into three classes with staggered 3-year terms; removal only for cause.
Approved elimination of stockholder ability to act by written consent and to call special meetings.
Approved requirement of 66 2/3% vote to amend Bylaws; vote results: 10,473,072 for, 1,513,065 against.
Certificate restated to include officer exculpation and other governance changes; effective Dec 29, 2023.
Clerical filing corrected reverse stock split (1:20) to be an amendment to the Restated Certificate.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Pasithea Therapeutics Corp.: Amended and restated bylaws to be consistent with charter changes and to add exclusive forum provision and adjust notice periods for stockholder proposals (effective 2023-12-29).

Change: bylaw amendment
Effective: 2023-12-29

Exact text from the filing

The Board had previously approved an amendment and restatement of the Bylaws (as so amended and restated, the “Restated Bylaws”), to be effective upon the Effective Time, to be consistent with any changes to the Certificate adopted and approved by the Company’s stockholders at the Reconvened Meeting

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Pasithea Therapeutics Corp.: Amended and restated certificate of incorporation to include changes approved by stockholders, such as classified board, removal of stockholder ability to call special meetings, elimination of stockholder action by written consent, and supermajority vote for bylaw amendments (effective 2023-12-29).

Change: charter amendment
Effective: 2023-12-29

Exact text from the filing

on December 29, 2023, following the Reconvened Meeting, the Company filed the Restated Certificate with the Secretary of State of the State of Delaware implementing the approved changes and the Restated Certificate was effective immediately upon filing

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Pasithea Therapeutics Corp. filing history →

Source: SEC EDGAR

accession 0001213900-24-000296

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