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 |