Pasithea Therapeutics Corp. — Major Shareholding Notification 2022

Aug 11, 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. 4)*

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 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 14

(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

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• Percentage calculated based on 26,548,688 shares of common stock, par value $0.0001 per share, outstanding as of July 26, 2022, as reported in the definitive proxy statement of Pasithea Therapeutics Corp. filed on July 28, 2022.

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CUSIP No. 70261F103 13D Page 3 of 14

(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
	35,200 shares
(9)	SOLE DISPOSITIVE POWER
	0 shares
(10)	SHARED DISPOSITIVE POWER
	35,200 shares

(11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,200 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

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• Percentage calculated based on 26,548,688 shares of common stock, par value $0.0001 per share, outstanding as of July 26, 2022, as reported in the definitive proxy statement of Pasithea Therapeutics Corp. filed on July 28, 2022.

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CUSIP No. 70261F103 13D Page 4 of 14

(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
	226,521 shares
(9)	SOLE DISPOSITIVE POWER
	0 shares
(10)	SHARED DISPOSITIVE POWER
	226,521 shares

(11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 226,521 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

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• Percentage calculated based on 26,548,688 shares of common stock, par value $0.0001 per share, outstanding as of July 26, 2022, as reported in the definitive proxy statement of Pasithea Therapeutics Corp. filed on July 28, 2022.

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CUSIP No. 70261F103 13D Page 5 of 14

(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) 3.9% *
(14)	TYPE OF REPORTING PERSON (see instructions) CO

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• Percentage calculated based on 26,548,688 shares of common stock, par value $0.0001 per share, outstanding as of July 26, 2022, as reported in the definitive proxy statement of Pasithea Therapeutics Corp. filed on July 28, 2022.

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CUSIP No. 70261F103 13D Page 6 of 14

(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
	1,034,702 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) 3.9% *
(14)	TYPE OF REPORTING PERSON (see instructions) IN

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• Percentage calculated based on 26,548,688 shares of common stock, par value $0.0001 per share, outstanding as of July 26, 2022, as reported in the definitive proxy statement of Pasithea Therapeutics Corp. filed on July 28, 2022.

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CUSIP No. 70261F103 13D Page 7 of 14

(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
	1,455,556 shares
(9)	SOLE DISPOSITIVE POWER
	0 shares
(10)	SHARED DISPOSITIVE POWER
	1,455,556 shares

(11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,455,556 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) 5.5% *
(14)	TYPE OF REPORTING PERSON (see instructions) OO

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• Percentage calculated based on 26,548,688 shares of common stock, par value $0.0001 per share, outstanding as of July 26, 2022, as reported in the definitive proxy statement of Pasithea Therapeutics Corp. filed on July 28, 2022.

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CUSIP No. 70261F103 13D Page 8 of 14

(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
	1,455,556 shares
(9)	SOLE DISPOSITIVE POWER
	0 shares
(10)	SHARED DISPOSITIVE POWER
	1,455,556 shares

(11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,455,556 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) 5.5% *
(14)	TYPE OF REPORTING PERSON (see instructions) OO

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• Percentage calculated based on 26,548,688 shares of common stock, par value $0.0001 per share, outstanding as of July 26, 2022, as reported in the definitive proxy statement of Pasithea Therapeutics Corp. filed on July 28, 2022.

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CUSIP No. 70261F103 13D Page 9 of 14

(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
	1,455,556 shares
(9)	SOLE DISPOSITIVE POWER
	0 shares
(10)	SHARED DISPOSITIVE POWER
	1,455,556 shares

(11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,455,556 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) 5.5% *
(14)	TYPE OF REPORTING PERSON (see instructions) OO

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• Percentage calculated based on 26,548,688 shares of common stock, par value $0.0001 per share, outstanding as of July 26, 2022, as reported in the definitive proxy statement of Pasithea Therapeutics Corp. filed on July 28, 2022.

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CUSIP No. 70261F103 13D Page 10 of 14

(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
	1,455,556 shares
(9)	SOLE DISPOSITIVE POWER
	0 shares
(10)	SHARED DISPOSITIVE POWER
	1,455,556 shares

(11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,455,556 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) 5.5% *
(14)	TYPE OF REPORTING PERSON (see instructions) IN

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• Percentage calculated based on 26,548,688 shares of common stock, par value $0.0001 per share, outstanding as of July 26, 2022, as reported in the definitive proxy statement of Pasithea Therapeutics Corp. filed on July 28, 2022.

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Explanatory Note

This Amendment No. 4 (this “Amendment”) amends and supplements the Schedule 13D filed on June 1, 2022, as amended on June 16, 2022, June 27, 2022, and July 27, 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 3. Source and Amount of Funds or Other Consideration.

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 1,455,556 shares of Common Stock beneficially owned by the Camac Persons is approximately $1,688,445 (including brokerage commissions and transaction costs).

ITEM 5. Interest in Securities of the Issuer.

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 10, 2022, the Reporting Persons beneficially owned 2,716,779 shares of Common Stock, representing approximately 10.2% of the outstanding shares of Common Stock. The percentage in this paragraph relating to beneficial ownership of the Common Stock is based on 26,548,688 shares of Common Stock outstanding as of July 26, 2022, as reported in the definitive proxy statement of the Issuer filed on July 28, 2022.

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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:
August 11, 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
/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

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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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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 10, 2022, by or on behalf of the Reporting Persons, inclusive of any transactions effected through 4:00 p.m., Eastern time, on August 10, 2022.

| Beneficial
Ownership | Transaction
Date | Purchase
or Sale | Quantity | Price
per Share (excluding commission) | How
Effected |
| --- | --- | --- | --- | --- | --- |
| Camac
Fund LP | 07/29/2022 | Purchase | 456 | $ 1.1400 | Open
market |
| Camac
Fund LP | 08/01/2022 | Purchase | 25,806 | $ 1.1393 | Open
market |
| Camac
Fund LP | 08/02/2022 | Purchase | 49,275 | $ 1.1362 | Open
market |
| Camac
Fund LP | 08/03/2022 | Purchase | 81,290 | $ 1.1464 | Open
market |
| Camac
Fund LP | 08/09/2022 | Purchase | 131,994 | $ 1.1517 | Open
market |

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