Form 4: Pasithea Director Leahy Granted Stock Options

Pasithea Therapeutics Director Emer Leahy received an award of 42,913 stock options with an exercise price of $0.715, vesting over one year.

Summary

• Director Emer Leahy was granted 42,913 stock options in Pasithea Therapeutics Corp. (KTTA) on October 24, 2025.
• The options have an exercise price of $0.715 per share.
• The options will vest in full upon the one-year anniversary of the grant date, which is October 24, 2026, provided Emer Leahy remains a director.
• Full vesting will also occur upon a Change in Control, as defined in the Issuer's 2023 Stock Incentive Plan.
• The stock options expire on October 23, 2035.
• Following this transaction, Emer Leahy beneficially owns 42,913 derivative securities (stock options).

Sentiment

Score: 6

Explanation: The filing is a routine disclosure of director compensation, which is generally a neutral event. The grant of options can be seen as a positive for aligning interests, but it does not indicate any immediate operational or financial performance changes.

Positives

• The stock option grant aligns the director's financial interests with those of the shareholders, incentivizing long-term company performance.
• Equity compensation is a standard practice for attracting and retaining qualified board members.

Negatives

• The exercise of these options in the future could lead to minor dilution for existing shareholders.

Risks

• The value of the stock options is dependent on the future market price of Pasithea Therapeutics Corp. common stock exceeding the exercise price of $0.715.
• The options' vesting is contingent upon the reporting person remaining a director of the Issuer through the vesting date, or a Change in Control occurring.

Future Outlook

The granted stock options are set to vest in full on October 24, 2026, contingent on the director's continued service or a Change in Control. This provides a future incentive for the director's engagement and performance.

Management Comments

• The option award was made in accordance with the terms of the Issuer's 2023 Stock Incentive Plan, as amended.
• The shares underlying the option will vest in full upon the one-year anniversary of the date of grant, provided the Reporting Person remains a director through such vesting date.
• The shares underlying the option will fully vest upon a Change in Control as defined in the Plan.

Industry Context

Equity compensation, such as stock option grants, is a common practice across various industries, particularly in biotechnology and pharmaceutical sectors like Pasithea Therapeutics, to incentivize and retain key personnel, including directors, by linking their compensation to the company's long-term stock performance.

Comparison to Industry Standards

• The grant of stock options to directors is a standard component of executive and board compensation packages in publicly traded companies, aligning director interests with shareholder value creation.
• The vesting schedule of one year is a common practice for director equity grants, promoting retention and long-term commitment.
• The inclusion of accelerated vesting upon a Change in Control is also a typical provision in equity plans, designed to protect the value of unvested awards in acquisition scenarios.

Stakeholder Impact

• Shareholders: Potential for minor future dilution if options are exercised, but also benefit from aligned director incentives.
• Director (Emer Leahy): Receives a performance-based compensation component, linking personal wealth to company stock performance.

Next Steps

• The stock options will vest on October 24, 2026, assuming the director's continued service.
• The director may choose to exercise the options at any point between vesting and the expiration date of October 23, 2035, if the stock price is favorable.

Key Dates

Keywords

Pasithea Therapeutics, KTTA, Stock Options, Director Compensation, SEC Form 4, Insider Transaction, Equity Grant, Vesting