United States securities and exchange commission logo





                             August 15, 2023

       James O   Grady
       Partner
       Lowenstein Sandler LLP
       1251 Avenue of the Americas
       New York, New York 10020

                                                        Re: Pasithea
Therapeutics Corp.
                                                            Schedule TO-I filed
August 9, 2023
                                                            File No. 005-92867

       Dear James O   Grady:

              We have reviewed your filing 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 these comments by providing the requested
information or advise us as
       soon as possible when you will respond. If you do not believe our
comments apply to your facts
       and circumstances, please tell us why in your response.

              After reviewing your response to these comments, we may have
additional comments.
       Defined terms used herein have the same meaning as in your filing.

       Schedule TO-I filed August 9, 2023

       General

   1.                                                   We note your disclosure
that if you    have not accepted for payment the Shares
                                                        [stockholders] have
tendered to [you] by 5:00 P.M., New York City time, on October 5,
                                                        2023, the 40th business
day from the commencement of the Offer, [stockholders] may
                                                        also withdraw [their]
Shares at any time thereafter.    Please reconcile this date with the
                                                        requirement set forth
in Exchange Act Rule 13e-4(f)(2)(ii) and the definition of business
                                                        day in Rule
13e-4(a)(3).
   2.                                                   Given the significant
percentage of outstanding Shares sought in the Tender Offer, please
                                                        supplementally explain
your conclusion that pro forma financial information showing the
                                                        effect of the Tender
Offer (if fully subscribed) are not required pursuant to Item 10 of
                                                        Schedule TO and Item
1010(b) of Regulation M-A.
       Purpose of the Offer; Certain Effects of the Offer; Plans and Proposals,
page 14
 James O   Grady
FirstName
LowensteinLastNameJames
            Sandler LLP O   Grady
Comapany
August 15, NameLowenstein
           2023           Sandler LLP
August
Page 2 15, 2023 Page 2
FirstName LastName

3.       We note your disclosure that in determining to proceed with the offer,
management and
         the Board of Directors    considered certain evaluations of [y]our
current assets and
         business development strategies.    Please revise this statement to
provide additional detail
         regarding such evaluations and how they informed your intention to
seek to purchase
         approximately 21.9% of the outstanding Shares. Refer to Item 1006(a)
and Item 1011(c)
         of Regulation M-A.
Conditions of the Offer, page 22

4.       You have included a condition that will be triggered by    any general
suspension of trading
         in, or limitation on prices for, securities on any United States
national securities exchange
         or in the over-the-counter market.    Please revise to explain what
would be considered a
         limitation on prices for securities on any United States national
securities exchange or in
         the over-the-counter market.
5.       We note the following statement on page 24:    Any determination by us
concerning the
         events described above will be final and binding on all parties.
Please revise this
         statement to include a qualifier indicating that stockholders are not
foreclosed from
         challenging your determination in a court of competent jurisdiction.
6.       Refer to the first paragraph in this section and the statement in the
parenthetical that your
         own actions or inactions may "trigger" an offer condition and allow
you to terminate this
         tender offer. All offer conditions must be objective and outside the
control of the bidder
         in a tender offer to avoid implicating Regulation 14E's prohibition on
illusory offers.
         Revise the language in the parenthetical accordingly, to avoid
implying that your own
         actions or inactions may allow you to terminate the offer.
7.       Refer to the third bullet point on page 23, which allows you to
terminate this tender offer
         based on a "material change in United States or any other currency
exchange rates or a
         suspension of or limitation on the markets therefor." A condition that
is triggered by any
         significant change in ANY currency exchange rates of any currency
would appear to be
         extremely broad and difficult to measure. Please revise to quantify
how a material change
         would be measured in this context, or advise.
Incorporation by Reference, page 25

8.       Refer to the following disclosure on page 25 of the offer materials:
"Any statement
         contained in any document incorporated by reference into this Offer to
Purchase shall be
         deemed to be modified or superseded to the extent that an inconsistent
statement is made
         in this Offer to Purchase or any subsequently filed document. Any
statement so modified
         or superseded shall not be deemed, except as so modified or
superseded, to constitute a
         part of this Offer to Purchase." To the extent that information in
this Offer to Purchase
         materially changes, these offer materials must be amended. See Rule
13e-4(c)(3). Please
         revise to confirm, and to avoid implying that an obligation to amend
may be satisfied
         by any (emphasis added) subsequently filed document.
 James O   Grady
Lowenstein Sandler LLP
August 15, 2023
Page 3

        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

      Please direct any questions to Christina Chalk at (202) 551-3263 or Blake
Grady at (202)
551-8573.



FirstName LastNameJames O   Grady                             Sincerely,
Comapany NameLowenstein Sandler LLP
                                                            Division of
Corporation Finance
August 15, 2023 Page 3                                      Office of Mergers &
Acquisitions
FirstName LastName