SEC Form SC 13D/A filed by Pasithea Therapeutics Corp. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

Pasithea Therapeutics Corp.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

70261F103

(CUSIP Number)

David Delaney

Concord Investment Partners Ltd.

60 St. Clair Avenue East, Suite 702

Toronto, ON, M4T 1N5

Canada

(416) 951-9214

Avi Geller

Leonite Capital LLC

1 Hillcrest Center Drive Suite 232

Spring Valley, NY 10977

(845) 517-2340

Eric Shahinian

Camac Partners, LLC

350 Park Avenue, 13th Floor

New York, NY 10022

(914) 629-8496

With a copy to:

Douglas K. Schnell

Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

Palo Alto, CA 94304

(650) 493-9300

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

August 19, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

^* Percentage calculated based on 26,698,688 shares of common stock, par value $0.0001 per share, outstanding as of August 8, 2022, as reported in the Form 10-Q for the quarterly period ended June 30, 2022, of Pasithea Therapeutics Corp.

^* Percentage calculated based on 26,698,688 shares of common stock, par value $0.0001 per share, outstanding as of August 8, 2022, as reported in the Form 10-Q for the quarterly period ended June 30, 2022, of Pasithea Therapeutics Corp.

^* Percentage calculated based on 26,698,688 shares of common stock, par value $0.0001 per share, outstanding as of August 8, 2022, as reported in the Form 10-Q for the quarterly period ended June 30, 2022, of Pasithea Therapeutics Corp.

^* Percentage calculated based on 26,698,688 shares of common stock, par value $0.0001 per share, outstanding as of August 8, 2022, as reported in the Form 10-Q for the quarterly period ended June 30, 2022, of Pasithea Therapeutics Corp.

^* Percentage calculated based on 26,698,688 shares of common stock, par value $0.0001 per share, outstanding as of August 8, 2022, as reported in the Form 10-Q for the quarterly period ended June 30, 2022, of Pasithea Therapeutics Corp.

^* Percentage calculated based on 26,698,688 shares of common stock, par value $0.0001 per share, outstanding as of August 8, 2022, as reported in the Form 10-Q for the quarterly period ended June 30, 2022, of Pasithea Therapeutics Corp.

^* Percentage calculated based on 26,698,688 shares of common stock, par value $0.0001 per share, outstanding as of August 8, 2022, as reported in the Form 10-Q for the quarterly period ended June 30, 2022, of Pasithea Therapeutics Corp.

^* Percentage calculated based on 26,698,688 shares of common stock, par value $0.0001 per share, outstanding as of August 8, 2022, as reported in the Form 10-Q for the quarterly period ended June 30, 2022, of Pasithea Therapeutics Corp.

^* Percentage calculated based on 26,698,688 shares of common stock, par value $0.0001 per share, outstanding as of August 8, 2022, as reported in the Form 10-Q for the quarterly period ended June 30, 2022, of Pasithea Therapeutics Corp.

^* Percentage calculated based on 26,698,688 shares of common stock, par value $0.0001 per share, outstanding as of August 8, 2022, as reported in the Form 10-Q for the quarterly period ended June 30, 2022, of Pasithea Therapeutics Corp.

Explanatory Note

This Amendment No. 5 (this “Amendment”) amends and supplements the Schedule 13D filed on June 1, 2022, as amended on June 16, 2022, June 27, 2022, July 27, 2022, and August 11, 2022 (as amended, the “Schedule 13D”), by the Reporting Persons relating to the Common Stock of the Issuer. Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D. All references in the Schedule 13D and this Amendment to the “Statement” will be deemed to refer to the Schedule 13D as amended and supplemented by this Amendment.

Item 2(a) is amended and restated as follows:

(a) Name

This Statement is filed by:

The Concord Persons, the Leonite Persons and the Camac Persons are referred to collectively as the “Reporting Persons.”

Each of the Reporting Persons is party to the Joint Filing and Advocacy Agreement, as further described in Item 4 and filed as an exhibit to this Statement. Accordingly, the Reporting Persons are making a joint filing.

Item 2(c) is amended and restated as follows:

(c) Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or Other Organization in Which Such Employment is Conducted

The principal business of Concord and Elderhill is investing in securities. The principal occupation of Mr. Delaney is serving as the President and Chief Executive Officer of Concord Investment Partners Ltd. Mr. Delaney is the sole officer and director of each of Concord and Elderhill.

The principal business of Leonite Fund is investing in securities. The general partner of Leonite Fund is Leonite Advisors LLC (“Leonite Advisors”). The principal business of Leonite is serving as a holding company for a family office. The principal occupation of Mr. Geller is serving as chief investment officer of Leonite and the managing member of Leonite Advisors.

The principal business of Camac Fund is investing in securities. Camac Partners is the investment manager of Camac Fund. Camac Capital is the general partner of Camac Fund. The principal occupation of Mr. Shahinian is serving as the manager of Camac Capital.

Item 2(f) is amended and restated as follows:

(f) Citizenship

Concord and Elderhill are both corporations organized under the laws of the Province of Ontario. Mr. Delaney is a citizen of Canada.

Leonite is a Delaware limited liability company. Leonite Fund is a Delaware limited partnership. Mr. Geller is a citizen of the United States of America.

Camac Partners and Camac Capital are both Delaware limited liability companies. Camac Fund is a Delaware limited partnership. Mr. Shahinian is a citizen of the United States of America.

The second paragraph under Item 3 is amended and restated as follows:

The shares of Common Stock purchased by Leonite were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 1,189,346 shares of Common Stock beneficially owned by the Leonite Persons is approximately $1,460,289 (including brokerage commissions and transaction costs).

The third paragraph under Item 3 is amended and restated as follows:

The shares of Common Stock purchased by Camac were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 1,635,157 shares of Common Stock beneficially owned by the Camac Persons is approximately $1,694,404 (including brokerage commissions and transaction costs).

The first paragraph under Item 5(a) and (b) is amended and restated as follows:

(a) and (b) The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Statement are incorporated herein by reference. As of 4 p.m., Eastern time, August 31, 2022, the Reporting Persons beneficially owned 3,051,024 shares of Common Stock, representing approximately 11.4% of the outstanding shares of Common Stock. The percentage in this paragraph relating to beneficial ownership of the Common Stock is based on 26,698,688 shares of Common Stock outstanding as of August 8, 2022, as reported in the Form 10-Q for the quarterly period ended June 30, 2022, of the Issuer.

The third paragraph under Item 5(a) and (b) is amended and restated as follows:

Mr. Geller may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially owned by Leonite and Leonite Fund, and may be deemed to be the indirect beneficial owner of such shares. Mr. Geller disclaims beneficial ownership of such shares for all other purposes.

Item 7 is amended and restated as follows:

The following documents are filed as exhibits:

* Previously filed.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Schedule A

Transactions by the Reporting Persons in the Past 60 Days

The following table sets forth all previously unreported transactions with respect to the Common Stock effected in the 60 days preceding August 31, 2022, by or on behalf of the Reporting Persons, inclusive of any transactions effected through 4:00 p.m., Eastern time, on August 31, 2022.