Investor Group Comments on Pasithea Therapeuticsâ Seemingly Defensive and Ill-Timed Acquisition of AlloMek
â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â â Investor Group Comments on Pasithea Therapeuticsâ Seemingly Defensive and Ill-Timed Acquisition of AlloMek Therapeutics Condemns the Current Boardâs Decision to Disregard Stockholder Feedback and Proceed with a Second Highly Dilutive Acquisition Within the Last Six Months Urges the Board to Act on Stockholder Feedback and Schedule the Special Meeting Without Further Delay NEW YORK & TORONTO, October 13, 2022--([BUSINESS WIRE]( Partners, LLC, affiliates of Concord Investment Partners Ltd., and Leonite Capital LLC (collectively with their affiliates, the "Investor Group" or "we"), who are collectively the largest stockholder of Pasithea Therapeutics Corp. (Nasdaq: KTTA) ("Pasithea" or the "Company"), today issued the below statement regarding the Company's recently announced dilutive acquisition of AlloMek Therapeutics, LLC ("AlloMek"). As a reminder, the Investor Group has successfully requisitioned Pasitheaâs Board of Directors (the "Board") to call a Special Meeting of Stockholders (the "Special Meeting"). "We are disgusted that less than two weeks after acknowledging stockholdersâ request to call a Special Meeting that is intended to decide the fate of the current Board, Pasitheaâs incumbent directors decided to proceed with a second highly dilutive acquisition within the last six months. In our view, the Companyâs stockholders should consider this a clear sign that investor feedback is being dismissed and urgent change is needed in the boardroom. Once the Special Meeting is held and stockholdersâ voices are finally heard, we intend to commence extensive due diligence on Pasitheaâs recent acquisitions, including the related-party transaction of Alpha-5 announced in June. We do not believe that these serially dilutive acquisitions have been pursued to advance stockholdersâ best interests. Indeed, Pasitheaâs public statements have done nothing to convince us otherwise. Between now and the Special Meeting, we urge our fellow stockholders to remind the Board members of their fiduciary duties and reinforce all of their concerns pertaining to these seemingly defensive and ill-timed deals. We intend to pursue all avenues available to us to investigate the actions of the Board. A robust investigation focused on the nature of how these transactions came about and their true purpose is clearly required. We further note that at the Companyâs last annual meeting, fewer than 6 million shares were voted "For" each of the incumbent directors. By contrast, we received support for the call of a Special Meeting from over 6.5 million shares. This is clear evidence of investor dissatisfaction with the Board. We call on the Board to move expeditiously to schedule the Special Meeting, as required by the Companyâs corporate documents. The Board should not use any improper or questionable tactics to delay the Special Meeting further. We remain firm in our position that removing all sitting directors will best position Pasithea to enhance its corporate governance and Board composition, ultimately leading to improved capital allocation and enhanced value for all stockholders." Additional Information and Where to Find It On September 23, 2022, the Investor Group filed a preliminary proxy statement in connection with the Special Meeting. Prior to the Special Meeting, the Investor Group intends to furnish a definitive proxy statement, together with a WHITE proxy card, to Pasitheaâs stockholders. STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Detailed information regarding the names, affiliations and interests of individuals who are participants in the Investor Groupâs solicitation of proxies from Pasitheaâs stockholders is available in the Investor Groupâs preliminary proxy statement. Stockholders may obtain, free of charge, the Investor Groupâs preliminary proxy statement, any amendments or supplements thereto, and other relevant documents filed by the Investor Group with the Securities and Exchange Commission (the "SEC") at the SECâs website ([](. Copies of the Investor Groupâs definitive proxy statement, any amendments or supplements thereto, and any other relevant documents filed by the Investor Group with the SEC will be available, free of charge, at the SECâs website ([]( or by contacting the Investor Groupâs proxy solicitor, InvestorCom LLC, at 19 Old Kings Highway S., Suite 210, Darien, CT 06820, or by phone at (203) 972-9300. View source version on businesswire.com: [( Contacts For Investors:
Concord Investment Partners Ltd.
David Delaney, 416-951-9214
ddelaney@concordinvestmentpartners.com InvestorCom LLC
John Grau, 203-972-9300
info@investor-com.com For Media:
Longacre Square Partners
Charlotte Kiaie / Aaron Rabinovich, 646-386-0091
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