Pasithea Therapeutics Corp. — Major Shareholding Notification 2022

Dec 14, 2022

SC 13D/A 1 formsc13da.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

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)

December 9, 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).

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CUSIP No. 70261F103 13D Page 2 of 13

| (1) | NAMES
OF REPORTING PERSONS Concord
IP2 Ltd. |
| --- | --- |
| (2) | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)
☒ (b) ☐ |
| (3) | SEC
USE ONLY |
| (4) | SOURCE OF FUNDS (see instructions) WC, OO |
| (5) | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ |
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION Province of Ontario |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER |
| --- | --- |
| | 0
shares |
| (8) | SHARED
VOTING POWER |
| | 191,321
shares |
| (9) | SOLE
DISPOSITIVE POWER |
| | 0
shares |
| (10) | SHARED
DISPOSITIVE POWER |
| | 191,321
shares |

(11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 191,321 shares
(12)	CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
(13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% *
(14)	TYPE OF REPORTING PERSON (see instructions) CO

• Percentage calculated based on 29,248,688 shares of common stock, par value $0.0001 per share, outstanding as of November 14, 2022, as reported in the Form 10-Q for the quarterly period ended September 30, 2022, of Pasithea Therapeutics Corp.

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CUSIP No. 70261F103 13D Page 3 of 13

| (1) | NAMES
OF REPORTING PERSONS Elderhill
Corporation |
| --- | --- |
| (2) | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)
☒ (b) ☐ |
| (3) | SEC
USE ONLY |
| (4) | SOURCE
OF FUNDS (see instructions) WC, OO |
| (5) | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ |
| (6) | CITIZENSHIP
OR PLACE OF ORGANIZATION Province of Ontario |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER |
| --- | --- |
| | 0
shares |
| (8) | SHARED
VOTING POWER |
| | 36,200 shares |
| (9) | SOLE
DISPOSITIVE POWER |
| | 0
shares |
| (10) | SHARED
DISPOSITIVE POWER |
| | 36,200 shares |

| (11) | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,200 shares |
| --- | --- |
| (12) | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| (13) | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% * |
| (14) | TYPE
OF REPORTING PERSON (see instructions) CO |

• Percentage calculated based on 29,248,688 shares of common stock, par value $0.0001 per share, outstanding as of November 14, 2022, as reported in the Form 10-Q for the quarterly period ended September 30, 2022, of Pasithea Therapeutics Corp.

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CUSIP No. 70261F103 13D Page 4 of 13

| (1) | NAMES
OF REPORTING PERSONS David
Delaney |
| --- | --- |
| (2) | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)
☒ (b) ☐ |
| (3) | SEC
USE ONLY |
| (4) | SOURCE
OF FUNDS (see instructions) AF |
| (5) | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ |
| (6) | CITIZENSHIP
OR PLACE OF ORGANIZATION Canada |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER |
| --- | --- |
| | 0
shares |
| (8) | SHARED
VOTING POWER |
| | 227,521 shares |
| (9) | SOLE
DISPOSITIVE POWER |
| | 0
shares |
| (10) | SHARED
DISPOSITIVE POWER |
| | 227,521 shares |

| (11) | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 227,521 shares |
| --- | --- |
| (12) | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| (13) | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% * |
| (14) | TYPE
OF REPORTING PERSON (see instructions) IN |

• Percentage calculated based on 29,248,688 shares of common stock, par value $0.0001 per share, outstanding as of November 14, 2022, as reported in the Form 10-Q for the quarterly period ended September 30, 2022, of Pasithea Therapeutics Corp.

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CUSIP No. 70261F103 13D Page 5 of 13

| (1) | NAMES
OF REPORTING PERSONS Leonite Capital LLC |
| --- | --- |
| (2) | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)
☒ (b) ☐ |
| (3) | SEC
USE ONLY |
| (4) | SOURCE
OF FUNDS (see instructions) WC,
OO |
| (5) | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ |
| (6) | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER |
| --- | --- |
| | 0
shares |
| (8) | SHARED
VOTING POWER |
| | 1,034,702
shares |
| (9) | SOLE
DISPOSITIVE POWER |
| | 0
shares |
| (10) | SHARED
DISPOSITIVE POWER |
| | 1,034,702
shares |

| (11) | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,034,702 shares |
| --- | --- |
| (12) | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| (13) | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% * |
| (14) | TYPE
OF REPORTING PERSON (see instructions) OO |

• Percentage calculated based on 29,248,688 shares of common stock, par value $0.0001 per share, outstanding as of November 14, 2022, as reported in the Form 10-Q for the quarterly period ended September 30, 2022, of Pasithea Therapeutics Corp.

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CUSIP No. 70261F103 13D Page 6 of 13

| (1) | NAMES
OF REPORTING PERSONS Leonite
Fund I, LP |
| --- | --- |
| (2) | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)
☒ (b) ☐ |
| (3) | SEC
USE ONLY |
| (4) | SOURCE
OF FUNDS (see instructions) OO |
| (5) | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ |
| (6) | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER |
| --- | --- |
| | 0
shares |
| (8) | SHARED
VOTING POWER |
| | 154,644
shares |
| (9) | SOLE
DISPOSITIVE POWER |
| | 0
shares |
| (10) | SHARED
DISPOSITIVE POWER |
| | 154,644
shares |

| (11) | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 154,644 shares |
| --- | --- |
| (12) | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| (13) | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% |
| (14) | TYPE
OF REPORTING PERSON (see instructions) OO |

• Percentage calculated based on 29,248,688 shares of common stock, par value $0.0001 per share, outstanding as of November 14, 2022, as reported in the Form 10-Q for the quarterly period ended September 30, 2022, of Pasithea Therapeutics Corp.

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CUSIP No. 70261F103 13D Page 7 of 13

| (1) | NAMES
OF REPORTING PERSONS Avi Geller |
| --- | --- |
| (2) | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)
☒ (b) ☐ |
| (3) | SEC
USE ONLY |
| (4) | SOURCE
OF FUNDS (see instructions) AF |
| (5) | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ |
| (6) | CITIZENSHIP
OR PLACE OF ORGANIZATION United States of America |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER |
| --- | --- |
| | 0
shares |
| (8) | SHARED
VOTING POWER |
| | 1,189,346
shares |
| (9) | SOLE
DISPOSITIVE POWER |
| | 0
shares |
| (10) | SHARED
DISPOSITIVE POWER |
| | 1,189,346
shares |

| (11) | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,189,346 shares |
| --- | --- |
| (12) | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| (13) | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.1% * |
| (14) | TYPE
OF REPORTING PERSON (see instructions) IN |

• Percentage calculated based on 29,248,688 shares of common stock, par value $0.0001 per share, outstanding as of November 14, 2022, as reported in the Form 10-Q for the quarterly period ended September 30, 2022, of Pasithea Therapeutics Corp.

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CUSIP No. 70261F103 13D Page 8 of 13

| (1) | NAMES
OF REPORTING PERSONS Camac Partners, LLC |
| --- | --- |
| (2) | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)
☒ (b) ☐ |
| (3) | SEC
USE ONLY |
| (4) | SOURCE
OF FUNDS (see instructions) OO |
| (5) | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ |
| (6) | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER |
| --- | --- |
| | 0
shares |
| (8) | SHARED
VOTING POWER |
| | 1,788,415 shares |
| (9) | SOLE
DISPOSITIVE POWER |
| | 0
shares |
| (10) | SHARED
DISPOSITIVE POWER |
| | 1,788,415 shares |

| (11) | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,788,415 shares |
| --- | --- |
| (12) | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| (13) | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% * |
| (14) | TYPE
OF REPORTING PERSON (see instructions) OO |

• Percentage calculated based on 29,248,688 shares of common stock, par value $0.0001 per share, outstanding as of November 14, 2022, as reported in the Form 10-Q for the quarterly period ended September 30, 2022, of Pasithea Therapeutics Corp.

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CUSIP No. 70261F103 13D Page 9 of 13

| (1) | NAMES
OF REPORTING PERSONS Camac Capital, LLC |
| --- | --- |
| (2) | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)
☒ (b) ☐ |
| (3) | SEC
USE ONLY |
| (4) | SOURCE
OF FUNDS (see instructions) OO |
| (5) | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ |
| (6) | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER |
| --- | --- |
| | 0
shares |
| (8) | SHARED
VOTING POWER |
| | 1,788,415 shares |
| (9) | SOLE
DISPOSITIVE POWER |
| | 0
shares |
| (10) | SHARED
DISPOSITIVE POWER |
| | 1,788,415 shares |

| (11) | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,788,415 shares |
| --- | --- |
| (12) | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| (13) | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% * |
| (14) | TYPE
OF REPORTING PERSON (see instructions) OO |

• Percentage calculated based on 29,248,688 shares of common stock, par value $0.0001 per share, outstanding as of November 14, 2022, as reported in the Form 10-Q for the quarterly period ended September 30, 2022, of Pasithea Therapeutics Corp.

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CUSIP No. 70261F103 13D Page 10 of 13

| (1) | NAMES
OF REPORTING PERSONS Camac Fund, LP |
| --- | --- |
| (2) | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)
☒ (b) ☐ |
| (3) | SEC
USE ONLY |
| (4) | SOURCE
OF FUNDS (see instructions) OO |
| (5) | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ |
| (6) | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER |
| --- | --- |
| | 0
shares |
| (8) | SHARED
VOTING POWER |
| | 1,788,415 shares |
| (9) | SOLE
DISPOSITIVE POWER |
| | 0
shares |
| (10) | SHARED
DISPOSITIVE POWER |
| | 1,788,415 shares |

| (11) | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,788,415 shares |
| --- | --- |
| (12) | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| (13) | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% * |
| (14) | TYPE
OF REPORTING PERSON (see instructions) OO |

• Percentage calculated based on 29,248,688 shares of common stock, par value $0.0001 per share, outstanding as of November 14, 2022, as reported in the Form 10-Q for the quarterly period ended September 30, 2022, of Pasithea Therapeutics Corp.

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CUSIP No. 70261F103 13D Page 11 of 13

| (1) | NAMES
OF REPORTING PERSONS Eric Shahinian |
| --- | --- |
| (2) | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)
☒ (b) ☐ |
| (3) | SEC
USE ONLY |
| (4) | SOURCE
OF FUNDS (see instructions) OO |
| (5) | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ |
| (6) | CITIZENSHIP
OR PLACE OF ORGANIZATION United States of America |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER |
| --- | --- |
| | 0
shares |
| (8) | SHARED
VOTING POWER |
| | 1,788,415 shares |
| (9) | SOLE
DISPOSITIVE POWER |
| | 0
shares |
| (10) | SHARED
DISPOSITIVE POWER |
| | 1,788,415 shares |

| (11) | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,788,415 shares |
| --- | --- |
| (12) | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| (13) | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% * |
| (14) | TYPE
OF REPORTING PERSON (see instructions) IN |

• Percentage calculated based on 29,248,688 shares of common stock, par value $0.0001 per share, outstanding as of November 14, 2022, as reported in the Form 10-Q for the quarterly period ended September 30, 2022, of Pasithea Therapeutics Corp.

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Explanatory Note

This Amendment No. 8 (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, August 11, 2022, September 1, 2022, September 2, 2022, and November 1, 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 4. Purpose of Transaction .

Item 4 is hereby amended to add the following:

On December 9, 2022, the Issuer entered into a Cooperation Agreement (the “Cooperation Agreement”) with the Reporting Persons.

Pursuant to the Cooperation Agreement, (i) the Issuer will repurchase all the shares of common stock held by the Reporting Persons at a price of $1.0003 per share, the equivalent to the 5-day volume-weighted average price of the Common Stock; (ii) the Reporting Persons will be subject to a customary three-year “standstill” restricting, among other things, their ability pursue another proxy solicitation at the Issuer, seek representation on the Board or acquire shares of Common Stock; and (iii) the Issuer and the applicable Reporting Persons have agreed to dismiss with prejudice the pending Delaware litigation against the Issuer and the Board filed by such Reporting Persons.

On December 12, 2022, the Issuer issued a press release announcing the execution and delivery of the Cooperation Agreement.

The foregoing description of the Cooperation Agreement and the press release are each qualified in their entirety by reference to the full text of the Cooperating Agreement and the press release, which are attached as Exhibit 6 and Exhibit 7, respectively, and are incorporated by reference.

ITEM 7. Material to be Filed as Exhibits.

Item 7 is amended and restated as follows:

The following documents are filed as exhibits:

| Exhibit
Number | Description |
| --- | --- |
| 6 | Cooperation Agreement dated as of December 9, 2022, by and among Pasithea Therapeutics Corp., Concord IP2 Ltd., Elderhill Corporation, Leonite Capital LLC, Leonite Fund I, LP, Camac Partners, LLC, Camac Capital, LLC, Camac Fund, LP, David Delaney, Avi Geller, and Eric Shahinian. |
| 7 | Press Release, dated December 12, 2022. |

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Page 12 of 13

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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.

| Dated:
December 13, 2022 | |
| --- | --- |
| CONCORD
IP2 LTD. | |
| By: | /s/
David Delaney |
| Name: | David
Delaney |
| Title: | President |
| ELDERHILL
CORPORATION | |
| By: | /s/
David Delaney |
| Name: | David
Delaney |
| Title: | President |
| /s/
David Delaney | |
| David
Delaney | |
| LEONITE
CAPITAL LLC | |
| By: | /s/
Avi Geller |
| Name: | Avi
Geller |
| Title: | CIO |
| LEONITE
FUND I, LP | |
| By:
Leonite Advisors LLC, its General Partner | |
| By: | /s/
Avi Geller |
| Name: | Avi
Geller |
| Title: | Managing
Member of the GP |
| /s/
Avi Geller | |
| Avi
Geller | |
| CAMAC
PARTNERS, LLC | |
| By:
Camac Capital, LLC | |
| its
general partner | |
| By: | /s/
Eric Shahinian |
| Name: | Eric
Shahinian |
| Title: | Managing
Member of the GP |

| CAMAC
CAPITAL, LLC | |
| --- | --- |
| By: | /s/
Eric Shahinian |
| Name: | Eric
Shahinian |
| Title: | Managing
Member |
| CAMAC
FUND, LP | |
| By:
Camac Capital, LLC | |
| its
general partner | |
| By: | /s/
Eric Shahinian |
| Name: | Eric
Shahinian |
| Title: | Managing
Member of the GP |
| /s/
Eric Shahinian | |
| Eric
Shahinian | |

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Page 13 of 13

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