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).

 

 

 

 

 

 

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
(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 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.

 

 

 

 

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
(7) 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.

 

 

 

 

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
(7) 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.

 

 

 

 

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
(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)
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.

 

 

 

 

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
(7) 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.

 

 

 

 

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
(7) 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.

 

 

 

 

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
(7) 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.

 

 

 

 

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
(7) 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.

 

 

 

 

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
(7) 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.

 

 

 

 

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
(7) 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.

 

 

 

 

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.

 

Page 12 of 13

 

 

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

 

Page 13 of 13