Pasithea Therapeutics Corp. (Nasdaq: KTTA) (“Pasithea” or the
“Company”), a biotechnology company focused on the discovery,
research and development of new and effective treatments for
psychiatric and neurological disorders, today announced that it has
filed its definitive consent revocation statement with the U.S.
Securities and Exchange Commission (“SEC”) and sent a letter to
Pasithea stockholders. The letter outlines Pasithea’s response to
the consent solicitation to call a Special Meeting of Stockholders
(“Special Meeting”) by Camac Partners, LLC, Camac Capital, LLC,
Concord IP2 Ltd., Elderhill Corporation, Leonite Capital LLC, Eric
Shahinian, David Delaney, and Avi Geller (collectively, the “Camac
Group”). The Board of Directors of Pasithea unanimously urges
stockholders to reject what it believes is the Camac Group’s
misguided and self-serving attempt to undermine the Company’s
progress and destroy its meaningful upside potential. Pasithea
urges its stockholders to sign, date, and return Pasithea’s
GOLD consent revocation card and discard any white
consent solicitation card received from the Camac Group.
The letter to stockholders outlines the Company’s commitment to
advancing its potentially groundbreaking therapies to grow
stockholder value and underscores how Pasithea believes the Camac
Group’s self-serving and short-sighted campaign is an attempt to
co-opt the Company’s cash and eliminate significant potential
future value from stockholders.
The full text of the letter is as follows:
August 2, 2022
Dear Pasithea Stockholders,
Pasithea Therapeutics is writing to you in connection with the
Camac Group’s self-serving campaign to replace the Board of
Directors who were just overwhelmingly re-elected in late June 2022
by the Company’s stockholders by calling for a Special Meeting.
Your Board believes the Camac Group appears to be
attempting to co-opt the Company’s cash and eliminate significant
upside potential as we continue our
activities to develop potentially groundbreaking therapies for
psychiatric and neurological diseases with enormous unmet needs,
such as multiple sclerosis (“MS”) and amyotrophic lateral sclerosis
(“ALS”). The Camac Group’s public commentary and proxy
materials demonstrate a concerning ignorance of early-stage
biotechnology companies, suggesting its sole objective is
to take control of the Company and
possibly liquidate Pasithea less than a year after the company’s
initial public offering.
YOU INVESTED IN AN EARLY-STAGE BIOTECH,
PASITHEA, FOR ITS SIGNIFICANT POTENTIAL UPSIDE
VOTE ON THE GOLD CONSENT REVOCATION CARD
TO PROTECT THE VALUE OF YOUR INVESTMENT AND SIGNIFICANT UPSIDE
POTENTIAL
DO NOT
SUPPORT CAMAC GROUP’S ATTEMPTED SELF-SERVING CASH
GRAB
Your Board unanimously urges you to reject the Camac
Group’s short-sighted campaign by signing, dating
and returning the GOLD consent
revocation card and discarding any further materials and
white consent cards you receive from the Camac Group.
Pasithea has only been incorporated for two years and
went public less than a year ago with a mandate from stockholders
to develop novel and groundbreaking drugs. We are doing
exactly that.
Since the Company’s founding approximately two years ago, we
have:
- Focused on drug development programs for
psychiatric and neurological disorders, including schizophrenia and
MS
- Raised over $55 million via an IPO in
September 2021, a private placement in November 2021 and a
non-dilutive drug development research grant in July 2022,
demonstrating market endorsement and validation of our business
plan for developing therapeutic opportunities
- Enhanced and diversified our portfolio with
the non-cash acquisition of Alpha-5 Integrin, LLC (“Alpha-5”), a
pre-clinical stage company developing a promising monoclonal
antibody for the treatment of ALS and other neuroinflammatory
disorders in June 2022
- Secured the Company’s largest stockholder, through its
acquisition of Alpha-5, who has a demonstrated track
record of partnering with scientists and doctors to develop
revolutionary products that address unmet medical needs. The
stockholder is the Chairman and CEO of PBM Capital. Since 2010, PBM
Capital and its portfolio companies have created more than $10
billion in stockholder value1
Pasithea is actively continuing its efforts to develop
its product pipeline and achieve value-creating
milestones.
PASITHEA’S ACCOMPLISHED BOARD AND
MANAGEMENT TEAM HAVE THE EXPERTISE AND EXPERIENCE NECESSARY TO
ADVANCE DEVELOPMENT OF OUR PROPRIETARY DRUG CANDIDATES
Pasithea’s Board and management team are
experts in the fields of neuroscience and
neuropsychopharmacology and equipped with the skillsets
necessary to successfully run an
early-stage biotechnology company and continue
developing the Company’s promising portfolio of
proprietary drug candidates that could serve
enormous unmet medical needs and generate substantial
upside for stockholders.
Our team includes Professor Lawrence Steinman,
a world-recognized leading authority on MS
and a developer of Tysabri, a drug approved to
treat patients with MS and Crohn's disease. Tysabri is a monoclonal
antibody targeting Alpha-4beta1 Integrin marketed by Biogen with
over $2 billion in worldwide sales in 2021. Additionally, Professor
Steinman is a co-founder of Neurocrine
Biosciences, which is now a publicly traded $9
billion biopharmaceutical company, and served on
the board of directors of Centocor from 1989 to 1998, one
of the nation’s largest biotechnology companies at the time, until
it was sold to Johnson & Johnson for $4.9
billion.
On the contrary, the Camac Group points to no prior experience
investing in or serving on the board of directors of an early-stage
biotechnology company. With no relevant experience, it is
apparent that the Camac Group is not interested in running Pasithea
and does not have the ability nor skillsets required to continue
developing our potentially groundbreaking drug candidates and
effectively manage and operate a biotechnology
company.
DON’T BE MISLED: THE
CAMAC GROUP IS DISTORTING THE FACTS AND EXPLOITING A HISTORIC
MARKET DOWNTURN TO JUSTIFY A TAKEOVER CAMPAIGN OUTSIDE
OF PASITHEA’S ANNUAL MEETING CYCLE AT THE EXPENSE OF THE
COMPANY’S STOCKHOLDERS
We believe the Camac Group demonstrates a concerning
ignorance of early-stage biotechnology companies and current market
conditions in an effort to justify their attempted cash
grab. Stockholders should be aware of some important
facts:
- The Camac Group’s campaign is entirely
unwarranted as Pasithea has been publicly traded
for less than one year (during one of the worst biotech
downturns in history) and the Company’s directors were just
re-elected by stockholders in June 2022
- At our 2022 Annual Meeting, Pasithea’s directors received the
support of an overwhelming majority of the shares voted and nearly
all stockholders not affiliated with the Camac Group
- By attempting to hold an extraordinary meeting immediately
after our annual meeting, The Camac Group is demonstrating a
callous disregard for the Company resources that they claim
to care so much about
- This wasteful disregard by the Camac Group of the Company’s
funds and diversion of the Company’s precious
resources detracts from advancing groundbreaking
therapies.
- We anticipate that, if successful in its efforts, the
Camac Group will undoubtedly seek recovery of its expenses
incurred in connection of this misguided and
self-interested attempt to take over Pasithea, much like
the Camac Group did in its campaign at Liberated Syndication where
it recovered approximately $600,000 in expenses
- It is ludicrous to call Pasithea’s directors
entrenched when its longest-tenured directors have only
served on the Board for approximately two years (and the Company is
only two years old)
- Pasithea met with the Camac Group once it began acquiring
shares in March 2022 and the Camac Group demanded a
controlling stake of the Board. At the time, the Camac
Group failed to articulate any strategy for the Company
- The Camac Group has still failed to articulate any clear
strategy
- Pasithea's financial performance, capital raising
efforts and use of stock for strategic acquisitions to
preserve cash for research and development activities
compares favorably with other early-stage biotechnology
companies
- Pasithea’s Board and management team have successfully
managed the Company’s balance sheet, placing Pasithea in a
strong cash position for development and operating activities
amidst the current market downturn
- The Camac Group’s stock performance criticisms distort
the facts and conveniently ignore the substantial downturn
in biotechnology stocks, companies that have recently undergone an
IPO2 and the broader stock market3
- The disingenuous stock performance comparisons made by the
Camac Group include indices that are not relevant to Pasithea. A
more appropriate comparison is to the U.S. Small Cap Biotechnology
Stock Index
KTTA Returns Compared with the NASDAQ US
Small Cap Biotechnology Index
|
1 Month |
6 Months |
Year-to-Date(as of 7.29.22) |
KTTA |
14 |
% |
4 |
% |
(34 |
%) |
NASDAQ US Small Cap Biotech Index |
8 |
% |
(14 |
%) |
(34 |
%) |
- The Camac Group, if successful, will undoubtedly ask
other Pasithea stockholders to foot the bill for its self-serving
campaign by seeking recovery from the Company of its
expenses, which are likely hundreds of thousands of dollars
and growing, yet another wasteful and unnecessary
expenditure of stockholder resources
- In addition to depriving stockholders of massive potential
upside, the Camac Group’s campaign, if successful, will
result in the Camac Group taking control of Pasithea without paying
any premium to stockholders
The only explanation for the Camac Group to want total
control of Pasithea’s Board is so they can liquidate the Company
immediately, deplete the Company of its cash, and claim
victory. Your Board urges you to reject the Camac
Group’s self-serving effort that could result in the
dismantling of the Company before it even has the opportunity to
fully develop its potentially life-saving treatments and reward its
stockholders.
SIGN, DATE AND RETURN THE
GOLD CONSENT REVOCATION CARD TO PROTECT
YOUR UPSIDE AND PREVENT A LIQUIDATION
Your Board strongly urges you to reject the Camac Group’s
campaign by signing, dating and returning the
enclosed GOLD proxy card
to revoke any written consent card you may have previously returned
to the Camac Group. DO NOT RETURN ANY WHITE
CONSENT CARD you may have received from the Camac Group.
If you want to support Pasithea and its groundbreaking
therapeutics, then never return any white cards and only
return the GOLD
card.
Your continued support is greatly appreciated.
Unanimously,
Pasithea’s Board of Directors
If you have any questions or need assistance
submitting your GOLD Revocation Card please contact:
745 Fifth Avenue, 5th FloorNew York, NY 10151
Call Toll Free: (866) 581-1514
Email: contactus@kingsdaleadvisors.com
Important Additional Information and
Where to Find It
INVESTORS AND SHAREHOLDERS ARE STRONGLY
ENCOURAGED TO READ THE CONSENT REVOCATION SOLICITATION STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING
GOLD REVOCATION CARD AND ANY OTHER RELEVANT DOCUMENTS THAT PASITHEA
WILL FILE WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
Shareholders will be able to obtain, free of
charge, copies of the Consent Revocation Solicitation Statement
(including any amendments or supplements thereto), the accompanying
GOLD revocation card, and any other documents filed by Pasithea
with the SEC in connection with the Special Meeting Solicitation at
the SEC’s website (www.sec.gov), at Pasithea’s website
(http://ir.pasithea.com) or by calling Pasithea’s Chief Executive
Officer at 305-493-8080.
Certain Information Regarding Participants to the
Solicitation
Pasithea, its directors and certain of its executive officers
and employees are deemed to be participants in a solicitation of
consent revocations from Pasithea’s shareholders in connection with
a pending consent solicitation by a shareholder seeking consents to
call a special meeting of shareholders (the “Special Meeting
Solicitation”). On July 28, 2022, Pasithea filed its definitive
consent revocation solicitation statement (the “Consent Revocation
Solicitation Statement”) and accompanying form of GOLD revocation
card with the U.S. Securities and Exchange Commission (the “SEC”)
in connection with the solicitation of consent revocations relating
to the Special Meeting Solicitation. Information regarding the
identity of these potential participants and their direct or
indirect interests, by security holdings or otherwise, is set forth
in the Consent Revocation Solicitation Statement, including the
schedules and appendices thereto.
About Pasithea Therapeutics Corp.
Pasithea Therapeutics Corporation is a U.S. biotechnology
company focused on the research and discovery of new and effective
treatments for psychiatric and neurological disorders. With an
experienced team of experts in the fields of neuroscience and
psychopharmacology, Pasithea is developing new molecular entities
for the treatment of psychiatric and neurological disorders.
Pasithea is also focused on addressing the needs of patients
currently suffering with mental illness by providing access to IV
ketamine infusions both in clinics and in-home settings.
Forward Looking Statements
This press release contains statements that constitute
“forward-looking statements.” Forward-looking statements are
subject to numerous conditions, many of which are beyond the
control of the Company. While the Company believes these
forward-looking statements are reasonable, undue reliance should
not be placed on any such forward-looking statements, which are
based on information available to the Company on the date of this
release. These forward-looking statements are based upon current
estimates and assumptions and are subject to various risks and
uncertainties, including, without limitation, those set forth in
the Company’s filings with the SEC. Thus, actual results could be
materially different. The Company undertakes no obligation to
update these statements whether as a result of new information,
future events or otherwise, after the date of this release, except
as required by law.
Pasithea Therapeutics Corp. Company Contact
Dr. Tiago Reis MarquesChief Executive OfficerE:
tiago@pasithea.com
Michael Fein Kingsdale Advisors T: 646-651-1641E:
mfein@kingsdaleadvisors.com
Pasithea Therapeutics Corp. Media Contact
Paul Caminiti/Nicholas Leasure ReevemarkT: 212-433-4600 E:
PasitheaTeam@reevemark.com
Pasithea Therapeutics Corp. Investor
Relations
Lisa M. WilsonIn-Site Communications, Inc.T: 212-452-2793E:
lwilson@insitecony.com
1 Source: https://www.pbmcap.com/companies 2 S&P U.S. IPO
& Spinoff Index,
https://www.spglobal.com/spdji/en/indices/strategy/sp-us-ipo-spinoff-index/#overview3
NASDAQ Composite Index,
https://www.nasdaq.com/market-activity/index/comp
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