SEC Form SCHEDULE 13G filed by Pasithea Therapeutics Corp.
$KTTA
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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PASITHEA THERAPEUTICS CORP. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
70261F202 (CUSIP Number) |
11/28/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 70261F202 |
| 1 | Names of Reporting Persons
JANUS HENDERSON GROUP PLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
JERSEY
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,229,652.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, HC |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
PASITHEA THERAPEUTICS CORP. | |
| (b) | Address of issuer's principal executive offices:
1111 LINCOLN ROAD, SUITE 500
MIAMI BEACH, FL 33139 | |
| Item 2. | ||
| (a) | Name of person filing:
Janus Henderson Group plc | |
| (b) | Address or principal business office or, if none, residence:
201 Bishopsgate
EC2M 3AE, United Kingdom | |
| (c) | Citizenship:
Y9 | |
| (d) | Title of class of securities:
Common Stock | |
| (e) | CUSIP No.:
70261F202 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
JHIUS may be deemed to be the beneficial owner of 10,229,652 shares, inclusive of certain pre-funded and/or common warrants (the Warrants). The Warrants are only exercisable within 60 days to the extent that, after giving effect to such exercise, the holders thereof and their affiliated persons would not beneficially own more than 9.99% of the outstanding common stock. Due to current common stock ownership levels, an additional 8,201,391 pre-funded are therefore not reflected in the figures reported herein. | |
| (b) | Percent of class:
9.99 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
10229652 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
10229652 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
N/A | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
JHIUS, JHIUKL and JHIAIFML are indirect subsidiaries of Janus Henderson
and are registered investment advisers furnishing investment advice to
Managed Portfolios. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
N/A | ||
| Item 9. | Notice of Dissolution of Group. | |
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
N/A | ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| SIGNATURE | |
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.
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Exhibit Information
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POWER OF ATTORNEY
The undersigned, Janus Henderson Group plc ("the Company"), does hereby
make, constitute and appoint each of Kristin Mariani and Caroline
Barotti acting severally, as its true and lawful attorneys in-fact, for
the purpose of, from time to time, executing in its name and on its
behalf, whether the Company individually or as representative of
others, any and all documents, certificates, instruments, statements,
other filings and amendments to the foregoing (collectively,
"documents") determined by such person to be necessary or appropriate
to comply with ownership or control-person reporting requirements
imposed by any United States or non-United States governmental or
regulatory authority, including, without limitation, Forms 13D, 13F,
13G and 13H and any amendments to any of the foregoing as may be
required to be filed with the Securities and Exchange Commission, and
delivering, furnishing or filing any such documents with the
appropriate governmental, regulatory authority or other person, and
giving and granting to each such attorney-in-fact power and authority
to act in the premises as fully and to all intents and purposes as the
Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue
hereof. Any such determination by an attorney-in-fact named herein
shall be conclusively evidenced by such person's execution, delivery,
furnishing or filing of the applicable document.
This power of attorney shall be valid from the date hereof and shall
remain in full force and effect until either revoked in writing by the
Company, or, in respect of any attorney-in-fact named herein, until
such person ceases to be an employee of the Company or one of its
affiliates.
IN WITNESS WHEREOF, the undersigned has caused this power of attorney
to be executed as of this 9th day of December, 2022.
Janus Henderson Group plc
By: /s/ Michelle Rosenberg
Name: Michelle Rosenberg
Title: General Counsel and Company Secretary |