UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Amendment No. )*
| Pasithea Therapeutics Corp. |
| (Name of Issuer) |
| Common Stock, par value $0.0001 per share |
| (Title of Class of Securities) |
| 70261F 10 3 |
| (CUSIP Number) |
| October 11, 2022 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-l(b)
xRule 13d-l(c)
¨Rule 13d-l(d)
*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 the disclosures provided in a prior cover page.
The information required in 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. 70261F 10 3 | |||
|
1. Names of Reporting Persons
Uday Khire | |||
| 2. Check the Appropriate Box if a Member of a Group (See Instructions) | |||
| ¨ (a) | |||
| x (b) | |||
| 3. SEC Use Only | |||
| 4. Citizenship or Place of Organization United States | |||
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. Sole Voting Power 1,472,662 |
| 6. Shared Voting Power 0 | |
| 7. Sole Dispositive Power 1,472,662 | |
| 8. Shared Dispositive Power 0 |
| 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,472,662 | ||
| 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions). | ¨ | |
| 11. Percent of Class Represented by Amount in Row (9) 5.0% | ||
| 12. Type of Reporting Person (See Instructions) IN | ||
Page 2 of 6 Pages
Item 1.
| (a) | Name of Issuer |
Pasithea Therapeutics Corp.
| (b) | Address of Issuer's Principal Executive Offices |
1111
Lincoln Road
Suite 500
Miami Beach, Florida 33139
Item 2.
| (a) | Name of Person Filing (the “Reporting Person”) |
Uday Khire
| (b) | Address of Principal Business Office or, if none, Residence |
4 Research Drive, Woodbridge, Connecticut 06525
| (c) | Citizenship |
United States
| (d) | Title of Class of Securities |
Common Stock, par value $0.0001 per share
| (e) | CUSIP Number |
70261F 10 3
| Item 3. | If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
| (e) | ¨ | An investment adviser in accordance with §240.13d-l(b)(l)(ii)(E); |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-l(b)(l)(ii)(F); |
| (g) | ¨ | A parent holding company or control person in accordance with § 240.13d-l(b)(l)(ii)(G); |
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ¨ | A non-U.S. institution in accordance with §240.13d-l(b)(l)(ii)(J). |
| (k) | ¨ | Group, in accordance with §240.13d-l(b)(l)(ii)(K). |
If filing as a non-U.S. institution in accordance with §240.13d-l(b)(l)(ii)(J), please specify the type of institution: ______________.
Page 3 of 6 Pages
| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 (the “Issuer”).
| (a) | Amount beneficially owned: 1,472,662 shares of Common Stock, par value $0.0001 per share |
The Reporting Person holds the above-referenced shares in his capacity as representative of the shareholders of AlloMek Therapeutics, LLC (“AlloMek”). The Reporting Person disclaims beneficial ownership of 501,623 of the above-referenced shares, in which he has no pecuniary interest.
On October 11, 2022, the Issuer entered into a Membership Interest Purchase Agreement, dated October 11, 2022 (the “Agreement”), by and among the Issuer, AlloMek, the Persons listed on Schedule 1.1 thereto (each individually a “Seller” and collectively, “Sellers”), and Uday Khire, not individually but in his capacity as the representative of Sellers (the “Representative”), pursuant to which the Sellers sold all of the issued and outstanding equity of AlloMek to the Issuer. Closing of the transactions contemplated in the Agreement occurred on October 11, 2022.
In addition to the above-referenced shares, the Reporting Person also holds warrants to purchase an aggregate of 413,230 shares of Common Stock (“Warrants”) at an exercise price of $1.88 per share, which may be exercised on a cashless basis, for a period of five years commencing on the date of issuance. The Warrants contain a customary 4.99% beneficial ownership blocker provision and are therefore not reflected as beneficially owned by the Reporting Person for purposes hereof.
| (b) | Percent of class: 5.0% |
The information with respect to percentage ownership is based on a total of 29,398,688 outstanding shares of Common Stock, par value $0.0001 per share of Pasithea Therapeutics Corp., representing the sum of (i) 26,698,688 shares of Common Stock, par value $0.0001 per share of Pasithea Therapeutics Corp. outstanding as of August 8, 2022, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on August 15, 2022, plus (ii) 2,700,000 shares issued on October 11, 2022 in connection with the acquisition of AlloMek as described in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on October 12, 2022.
| (c) |
The information required by Item 4(c) is set forth in Rows 5-11 of the cover page hereto for the Reporting Person and is incorporated herein by reference for such Reporting Person.
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
Page 4 of 6 Pages
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certifications |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
Page 5 of 6 Pages
SIGNATURE
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: October 20, 2022 |
Uday Khire
/s/ Uday Khire |
Page 6 of 6 Pages