Item 1.01 Entry into a Material Definitive Agreement.

On November 26, 2024, Pasithea Therapeutics Corp., a Delaware corporation (the "Company"), entered into an At The Market Offering Agreement (the "ATM Agreement") with H.C. Wainwright & Co., LLC (the "Sales Agent") providing for the sale by the Company of its shares of common stock, par value $0.0001 per share (the "Common Stock"), from time to time, through or to the Sales Agent, with certain limitations on the amount of Common Stock that may be offered and sold by the Company, as set forth in the ATM Agreement (the "Offering").

Offers and sales of shares of Common Stock by the Company, if any, under the ATM Agreement, will be made through the prospectus supplement, dated November 26, 2024, and an accompanying base prospectus, dated April 19, 2023, contained therein (the "ATM Prospectus Supplement"), which together form a part of the Company's shelf registration statement on Form S-3 (File No. 333-271010), initially filed by the Company with the U.S. Securities and Exchange Commission (the "SEC") on March 30, 2023 (the "Registration Statement") and declared effective by the SEC on April 19, 2023. The aggregate market value of the shares of Common Stock eligible for sale under the ATM Prospectus Supplement is currently $2,076,000 which is based on the limitations of General Instruction I.B.6 of Form S-3.

Pursuant to the ATM Agreement, the Company will set the parameters for the sale of shares of Common Stock, including the number of shares to be issued, the time period during which sales are requested to be made, limitation on the number of shares that may be sold in any trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the ATM Agreement, the Sales Agent may sell the shares by methods deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), including without limitation, sales made directly on the Nasdaq Stock Market LLC ("Nasdaq") or on any other existing trading market for the Common Stock. In addition, with the Company's prior written approval, the Sales Agent may also sell shares by any other method permitted by law, including in privately negotiated transactions.

Upon delivery of a placement notice and subject to the terms and conditions of the ATM Agreement, the Sales Agent will use its commercially reasonable efforts, consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations, and the rules of the Nasdaq, to sell shares of Common Stock from time to time based upon the Company's instructions. The Company has no obligation to sell any shares of Common Stock under the ATM Agreement and may at any time suspend offers under the ATM Agreement, pursuant to the terms therein. The Sales Agent is not obligated to purchase any shares of Common Stock on a principal basis pursuant to the ATM Agreement.