UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

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)

 

June 23, 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).

 

 

 

 

 

 
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
(7) 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 23,287,818 shares of common stock, par value $0.0001 per share, outstanding as of May 9, 2022, as reported in the Form 10-Q for the quarterly period ended March 31, 2022, of Pasithea Therapeutics Corp.

 

 

 

 
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
(7) 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

 

 

 

* Percentage calculated based on 23,287,818 shares of common stock, par value $0.0001 per share, outstanding as of May 9, 2022, as reported in the Form 10-Q for the quarterly period ended March 31, 2022, of Pasithea Therapeutics Corp.

 

 

 

 
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
(7) 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

 

 

 

* Percentage calculated based on 23,287,818 shares of common stock, par value $0.0001 per share, outstanding as of May 9, 2022, as reported in the Form 10-Q for the quarterly period ended March 31, 2022, of Pasithea Therapeutics Corp. 

 

 

 

 
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
(7) 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)
4.4%*
(14) TYPE OF REPORTING PERSON (see instructions)
CO

 

 

 

* Percentage calculated based on 23,287,818 shares of common stock, par value $0.0001 per share, outstanding as of May 9, 2022, as reported in the Form 10-Q for the quarterly period ended March 31, 2022, of Pasithea Therapeutics Corp.

 

 

 

 
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
(7) 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)
4.4%*
(14) TYPE OF REPORTING PERSON (see instructions)
IN
 

 

 

* Percentage calculated based on 23,287,818 shares of common stock, par value $0.0001 per share, outstanding as of May 9, 2022, as reported in the Form 10-Q for the quarterly period ended March 31, 2022, of Pasithea Therapeutics Corp.

 

 

 

 
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
(7) SOLE VOTING POWER
  0 shares
(8) SHARED VOTING POWER
  909,552 shares
(9) SOLE DISPOSITIVE POWER
  0 shares
(10) SHARED DISPOSITIVE POWER
  909,552 shares

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
909,552 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)
OO

 

 

 

* Percentage calculated based on 23,287,818 shares of common stock, par value $0.0001 per share, outstanding as of May 9, 2022, as reported in the Form 10-Q for the quarterly period ended March 31, 2022, of Pasithea Therapeutics Corp.

 

 

 

 
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
(7) SOLE VOTING POWER
  0 shares
(8) SHARED VOTING POWER
  909,552 shares
(9) SOLE DISPOSITIVE POWER
  0 shares
(10) SHARED DISPOSITIVE POWER
  909,552 shares

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
909,552 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)
OO

 

 

 

* Percentage calculated based on 23,287,818 shares of common stock, par value $0.0001 per share, outstanding as of May 9, 2022, as reported in the Form 10-Q for the quarterly period ended March 31, 2022, of Pasithea Therapeutics Corp.

 

 

 

 
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
(7) SOLE VOTING POWER
  0 shares
(8) SHARED VOTING POWER
  909,552 shares
(9) SOLE DISPOSITIVE POWER
  0 shares
(10) SHARED DISPOSITIVE POWER
  909,552 shares

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
909,552 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)
OO

 

 

 

* Percentage calculated based on 23,287,818 shares of common stock, par value $0.0001 per share, outstanding as of May 9, 2022, as reported in the Form 10-Q for the quarterly period ended March 31, 2022, of Pasithea Therapeutics Corp.

 

 

 

 
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
(7) SOLE VOTING POWER
  0 shares
(8) SHARED VOTING POWER
  909,552 shares
(9) SOLE DISPOSITIVE POWER
  0 shares
(10) SHARED DISPOSITIVE POWER
  909,552 shares

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
909,552 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

 

 

 

* Percentage calculated based on 23,287,818 shares of common stock, par value $0.0001 per share, outstanding as of May 9, 2022, as reported in the Form 10-Q for the quarterly period ended March 31, 2022, of Pasithea Therapeutics Corp.

 

 

 

 

Explanatory Note

 

This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D filed on June 1, 2022, as amended on June 16, 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 909,552 shares of Common Stock beneficially owned by the Camac Persons is approximately $878,817 (including brokerage commissions and transaction costs).

 

Item 4.Purpose of Transaction.

 

Item 4 is amended to add the following:

 

On June 23, 2022, the Reporting Persons issued a press release related to the Reporting Persons’ concerns with the Issuer’s highly dilutive, related-party acquisition of Alpha-5 integrin, LLC. As noted in the press release, the Reporting Persons have concerns that the acquisition was undertaken for entrenchment purposes and may not be in the best interests of stockholders. The Reporting Persons intend to convene a special meeting of stockholders at the earliest possible opportunity to remove and replace all of the Issuer’s sitting directors. A copy of the press release is attached as Exhibit 3 and is incorporated by reference.

 

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, June 24, 2022, the Reporting Persons beneficially owned 2,170,775 shares of Common Stock, representing approximately 9.3% of the outstanding shares of Common Stock. The percentage in this paragraph relating to beneficial ownership of the Common Stock is based on 23,287,818 shares of Common Stock outstanding as of May 9, 2022, as reported in the Form 10-Q for the quarterly period ended March 31, 2022, of the Issuer.

 

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

1   Joint Filing and Advocacy Agreement.*
2   Letter to the Issuer’s Board of Directors, dated June 1, 2022.*
3   Press release, dated June 23, 2022

 

 

* Previously filed.

 

Page 11 of 14

 

 

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: June 24, 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

 

Page 12 of 14

 

 

  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

 

Page 13 of 14

 

 

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 June 24, 2022, by or on behalf of the Reporting Persons, inclusive of any transactions effected through 4:00 p.m., Eastern time, on June 24, 2022.

 

Beneficial Ownership  Transaction Date  Purchase or Sale  Quantity   Price per Share (excluding commission)   How Effected
Camac Fund LP  06/16/2022  Purchase   30,254   $1.026   Open market
Camac Fund LP  06/17/2022  Purchase   21,803   $1.098   Open market
Camac Fund LP  06/21/2022  Purchase   30,601   $1.010   Open market
Camac Fund LP  06/22/2022  Purchase   6,500   $0.998   Open market

Camac Fund LP

  06/23/2022  Purchase   

150

   $

0.970

   Open market
Camac Fund LP  06/24/2022  Purchase   

504,656

   $

0.962

   Open market

 

Page 14 of 14