United States securities and exchange commission logo
July 1, 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. 2 to
Registration Statement on Form S-1
Filed June 22, 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 June
16, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-1
Prospectus Summary
Services, page 5
1. We note your response
to comment 2 and comment 3. You state on page 6 that you have
no immediate plans to
obtain regulatory approvals from the referenced agencies in the UK
and on page 7 that the
care quality commission will initially be under Purecare Ltd. Please
revise your description
of the Zen Knightsbridge and Holborn and Zen Baker
collaboration
agreements, the lead in to the graphic on page 7 and the related graphic to
make clear the limited
services you currently perform as distinct from the services you
have agreed to perform.
Ensure that the graphic does not suggest that you currently
Tiago Reis Marques
Pasithea Therapeutics Corp.
July 1, 2021
Page 2
operate any clinics in the UK. Additionally, your revised disclosure
indicates that you will
receive 30% of the gross revenue which results from the provision of the
treatments
provided at the Zen Knightsbridge Clinic and the Zen Baker Clinic.
However, the terms of
each agreement, filed as exhibits to your registration statement, state
that you will receive
30% of the revenues from ketamine infusion treatments and any other
treatments agreed
by the parties and that you will not be entitled to any revenues for any
other treatments.
Please reconcile your disclosure or advise.
2. We note your revised disclosure indicating that you intend to enter into
BSSAs with
Nadelson Medical PLLC and Nadelson Medical of CA, P.C. We note that Adam
Nadelson
is one of your stockholders and that he also appears to be the CEO of The
IV Doc. Please
revise your disclosure to briefly discuss (i) the nature of the
relationship between you,
Adam Nadelson and The IV Doc and (ii) any regulatory risks associated
with affiliated
entities regarding the corporate practice of medicine or fee-splitting.
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
July 1, 2021 Page 2
cc: Richard Bass, Esq.
FirstName LastName