UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

 

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)

 

January 10, 2023

(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
  0 shares
(9) SOLE DISPOSITIVE POWER
  0 shares
(10) SHARED DISPOSITIVE POWER
  0 shares

(11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0 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)

0%*

(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 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
  0 shares
(9) SOLE DISPOSITIVE POWER
  0 shares
(10) SHARED DISPOSITIVE POWER
  0 shares

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 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)
0%*
(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 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
  0 shares
(9) SOLE DISPOSITIVE POWER
  0 shares
(10) SHARED DISPOSITIVE POWER
  0 shares

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 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)
0%*
(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 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
  0 shares
(9) SOLE DISPOSITIVE POWER
  0 shares
(10) SHARED DISPOSITIVE POWER
  0 shares

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 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)
0%*
(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 14

 

(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
  0 shares
(9) SOLE DISPOSITIVE POWER
  0 shares
(10) SHARED DISPOSITIVE POWER
  0 shares

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 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)
0%*
(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 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
  0 shares
(9) SOLE DISPOSITIVE POWER
  0 shares
(10) SHARED DISPOSITIVE POWER
  0 shares

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 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)
0%*
(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 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
  0 shares
(9) SOLE DISPOSITIVE POWER
  0 shares
(10) SHARED DISPOSITIVE POWER
  0 shares

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 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)
0%*
(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 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
  0 shares
(9) SOLE DISPOSITIVE POWER
  0 shares
(10) SHARED DISPOSITIVE POWER
  0 shares

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 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)
0%*
(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 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
  0 shares
(9) SOLE DISPOSITIVE POWER
  0 shares
(10) SHARED DISPOSITIVE POWER
  0 shares

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 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)
0%*
(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 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
  0 shares
(9) SOLE DISPOSITIVE POWER
  0 shares
(10) SHARED DISPOSITIVE POWER
  0 shares

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 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)
0%*
(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. 9 (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, November 1, 2022, and December 13, 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:

 

Pursuant to a Stock Purchase Agreement (the “Stock Purchase Agreement”) entered into in connection with the transactions contemplated by the Cooperation Agreement, the Issuer repurchased all shares of Common Stock held by the Reporting Persons at a price of $1.0003 per share.

 

The foregoing description of the Stock Purchase Agreement is qualified in its entirety by reference to the full text of the Stock Purchase Agreement, which is attached as Exhibit 8 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, on January 10, 2023, the Reporting Persons no longer beneficially owned any shares of Common Stock.

 

Item 5 (e) is amended and restated as follows:

 

(e) The Reporting Persons ceased to beneficially own, or be deemed to beneficially own, more than 5% of the Common Stock on January 10, 2023.

 

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.*
4   Joinder Agreement, effective as of August 19, 2022.*
5   Press release, dated September 6, 2022.*
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.*

8   Stock Purchase Agreement, dated as of December 21, 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.

 

 

* Previously filed.

 

Page 12 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: January 10, 2023  
   
  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 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 January 10, 2023, by or on behalf of the Reporting Persons, inclusive of any transactions effected through 4:00 p.m., Eastern time, on January 10, 2023.

 

Beneficial Ownership  Transaction Date   Purchase or Sale   Quantity   Price per Share (excluding commission)   How Effected 
Concord  1/10/2023    Sale    191,321   $1.0003    Private Sale(1) 
Elderhill  1/10/2023    Sale    36,200   $1.0003    Private Sale(1) 
Leonite  12/30/2022    Sale    1,034,702   $1.0003    Private Sale(1) 
Leonite Fund  12/30/2022    Sale    154,644   $1.0003    Private Sale(1) 
Camac Fund  12/27/2022    Sale    1,788,415   $1.0003    Private Sale(1) 

 

(1) Common Stock sold to the Issuer pursuant to the Stock Purchase Agreement.

 

Page 14 of 14