Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On December 20, 2021, Pasithea Therapeutics Corp. (the "Company") entered into a new Executive Employment Agreement with Tiago Reis Marques, the Company's Chief Executive Officer.

Pursuant to an Executive Employment Agreement, which is to be effective January 1, 2022, Dr. Marques will receive the following compensation:

· A base salary of $450,000;

· Sign-on bonus of $100,000, paid in a lump sum after January 1, 2022;

· Eligibility to receive an annual discretionary bonus of up to seventy-five

percent (75%) of Dr. Marques's base salary actually received in any such year;

· Subject to the approval of the Board and pursuant to the Company's Equity


   Compensation Plan, an equity grant of 200,000 restricted stock unit ("RSU"),
   which shall vest into common stock of the Company over three years, subject to
   Dr. Marques remaining employed and in good standing, one-third vesting 12
   months after the grant date, and the remainder vesting in equal tranches
   quarterly for thereinafter;

· Subject to the approval of the Board and pursuant to the Company's Equity


   Compensation Plan, an option to purchase 200,000 shares ("Options") of the
   Company's common stock, which shall vest over three years, subject to Dr.
   Marques remaining employed and in good standing, one-third vesting 12 months
   after the grant date, and the remainder vesting in equal tranches quarterly
   thereinafter;

· Eligibility to participate in all employee benefit programs for which Dr.


   Marques is eligible under the terms and conditions of the benefit plans,
   including, at minimum, medical & dental for Dr. Marques and his spouse and
   dependents and paid time off including twenty-one (21) days of paid vacation as
   well as other benefits; and

· Severance benefits in the event that the Company terminates Dr. Marques's


   employment for any reason other than for "cause", as defined in the Executive
   Employment Agreement, equal to the equivalent of twelve (12) months of Dr.
   Marques's base salary in effect as of the date of Dr. Marques's employment
   termination, subject to standard payroll deductions and withholdings and
   subject to Dr. Marques signing, not revoking, and complying with a separation
   agreement and release of claims in a form reasonably satisfactory to the
   Company.

The Executive Employment Agreement defines "cause" as: (a) commission of any felony or crime involving dishonesty or moral turpitude (whether or not a felony); (b) any action by Executive involving fraud, breach of the duty of loyalty, malfeasance, willful misconduct, or negligence, (ii) the failure or refusal by Executive u to perform any material duties hereunder or to follow any lawful and reasonable direction of the Company; (c) intentional damage to any property of the Company; (d) chronic neglect or absenteeism in the performance of Executive's duties; (e) willful misconduct, or other material violation of Company policy or code of conduct that causes an adverse effect upon the Company; (f) breach of any written agreement with the Company (including the Employment Agreement); or (g) any action that in the reasonable belief of the Company shall or potentially shall subject the Company to negative adverse publicity or effects.

The foregoing description of the Executive Employment Agreement is qualified in its entirety by reference to the text of such letter, which will be filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

In accordance with the provisions of the Executive Employment Agreement, on December 20, 2021, the Board approved equity grants of 200,000 RSUs and Options to purchase 200,000 shares, with an exercise price equal to the closing price of the Company's common stock on December 20, 2021, and that each grant will vest over three years, subject to Dr. Marques remaining employed and in good standing, one-third vesting 12 months after the grant date, and the remainder vesting in equal tranches quarterly thereinafter.





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