United States securities and exchange commission logo
June 16, 2021
Tiago Reis Marques
Chief Executive Officer
Pasithea Therapeutics Corp.
1111 Lincoln Road
Suite 500
Miami Beach, FL 33139
Re: Pasithea
Therapeutics Corp.
Amendment No. 1 to
Registration Statement on Form S-1
Filed June 4, 2021
File No. 333-255205
Dear Dr. Marques:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our May
10, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1
Prospectus Summary, page 2
1. We note your revised
disclosure indicating that the use of ketamine has been subject to
consensus statements by
various institutions. Please revise to provide a brief and balanced
summary of the findings
discussed in these consensus statements.
Services, page 5
2. We refer to prior
comment 4. Please revise your discussion of your partnership with Zen
Healthcare to clarify
the material terms of the partnership including (i) what services you
are providing to Zen
Healthcare; (ii) what revenues will be subject to the partnership and
Tiago Reis Marques
FirstName LastNameTiago
Pasithea Therapeutics Corp.Reis Marques
Comapany
June NamePasithea Therapeutics Corp.
16, 2021
June 16,
Page 2 2021 Page 2
FirstName LastName
how your share will be calculated; and (iii) your anticipated timing
to begin receiving
revenues pursuant to the partnership.
3. We refer to prior comment 8. Please revise to clearly disclose whether
your UK subsidiary
has hired any employees or initiated the process with applicable
regulators in order
to obtain regulatory approvals.
4. We note your revised disclosure indicating that you are "in the
process" of establishing
management services agreements with independent professional services
companies in the
U.S. Please place your disclosure in appropriate context with
reference to steps you have
taken, what steps remain and your anticipated timeline for entering
into these agreements.
The Offering, page 13
5. Your disclosure on page 54 indicates that the proceeds from the
offering will be used to
fund preclinical R&D work for future product candidates; however, the
"Use of proceeds"
subsection on page 13 continues to state that proceeds from the
offering will be used for
clinical trials. Please reconcile your disclosure or advise.
Business
License Agreements and Strategic Collaborations, page 72
6. We note your response to prior comment 16, which we reissue in part.
We note that
Section 15.1 of the Zen Knightsbridge and Holborn Collaboration
Agreement and Section
15.1 of the Zen Baker and Portman Collaboration Agreement provide for
mutual
termination rights. Please revise to disclose the termination
provisions under these
agreements as well as under the IV Docs Subcontract Agreement.
Executive and Director Compensation, page 89
7. We note your response to prior comment 17. Please explain to us why
Mr. Gloss and
Dr. Bendiabdallah are not identified as named executive officers. For
guidance, please
refer to Item 402(m)(2)(iii) of Regulation S-K.
Item 15. Recent Sales of Unregistered Securities, page II-2
8. We note your response to prior comment 19 and revised disclosure.
However, your
disclosure on page F-12 continues to state that you sold shares in the
Offering in 2021 at
$0.08 per share and in the Offering 2 in 2021 at $0.12 per share.
Please advise.
Tiago Reis Marques
Pasithea Therapeutics Corp.
June 16, 2021
Page 3
You may contact Franklin Wyman at 202-551-3660 or Lynn Dicker at
202-551-3616 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Alan Campbell at 202-551-4224 or Christine Westbrook at 202-551-5019
with any other
questions.
Sincerely,
FirstName LastNameTiago Reis Marques
Division of
Corporation Finance
Comapany NamePasithea Therapeutics Corp.
Office of Life
Sciences
June 16, 2021 Page 3
cc: Richard Bass, Esq.
FirstName LastName