United States securities and exchange commission logo
August 11, 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. 3 to
Registration Statement on Form S-1
Filed August 6,
2021
File No. 333-255205
Dear Dr. Marques:
We have reviewed your 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.
Amendment No. 3 to Registration Statement on Form S-1
Cover Page
1. We note your disclosure
indicating that the shares of common stock and warrants are only
being offered together.
To the extent you are offering the common shares and warrants
together, you must
register them as Units in your offering, even if the common stock and
warrants are
immediately separable following the offering. If you plan to offer Units,
please revise the
registration statement fee table and prospectus cover page to identify the
Units as securities in
the offering, identifying the components of the Units. For guidance,
please refer to
Questions 240.05 and 240.06 of our Compliance and Disclosure
Interpretations,
Securities Act Rules.
Tiago Reis Marques
Pasithea Therapeutics Corp.
August 11, 2021
Page 2
2. Please revise the cover page to disclose the limitations on warrant
exercise which are
described on pages 14 and 100 of the prospectus.
Business
License Agreements and Strategic Collaborations, page 75
3. Your disclosure in this section does not describe the amended and
restated collaboration
agreements, both entered into on August 4, 2021, with Portman and
Purecare that are
referenced on page F-20 of the prospectus. Please revise this section, as
well as the
Prospectus Summary, to describe the terms of the amended and restated
collaboration
agreements or advise.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Frank 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 Joe McCann at 202-551-6262 with any
other
questions.
Sincerely,
FirstName LastNameTiago Reis Marques
Division of
Corporation Finance
Comapany NamePasithea Therapeutics Corp.
Office of Life
Sciences
August 11, 2021 Page 2
cc: Richard Bass, Esq.
FirstName LastName