June 1, 2023
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Pasithea Therapeutics Corp. (the “Company”) Registration Statement on Form S-3 (File No. 333-271896) |
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective by the Securities and Exchange Commission at 4:00 p.m., Eastern Time, on June 5, 2023, or as soon as practicable thereafter.
Please call James O’Grady of Lowenstein Sandler LLP at (646) 414-6849 to confirm the effectiveness of the Registration Statement or with any questions.
| Very truly yours, | |||
| PASITHEA THERAPEUTICS CORP. | |||
| By: | /s/ Tiago Reis Marques | ||
| Name: | Tiago Reis Marques | ||
| Title: | Chief Executive Officer (Principal Executive Officer) | ||
