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 |
Exhibit 3
Investor Group Comments on Pasithea
Therapeutics’ Seemingly Defensive and Dilutive
Related-Party Acquisition of Alpha-5
Intends to WITHHOLD on All of Pasithea’s Sitting Directors at the Upcoming Annual Meeting of Stockholders
Plans to Call a Special Meeting to Remove and Replace Pasithea’s Board of Directors, Which is Accountable for Misalignment, Poor Governance and Rapid Value Destruction
NEW YORK—BUSINESS WIRE—Camac Partners, LLC, affiliates of Concord Investment Partners Ltd., and Leonite Capital LLC (collectively with their affiliates, the “Investor Group” or “we”), who together are the largest stockholder of Pasithea Therapeutics Corp. (Nasdaq: KTTA) (“Pasithea” or the “Company”), today issued the following statement regarding the Company’s dilutive and reactionary acquisition of Alpha-5 integrin, LLC (“Alpha-5”):
“Given our group’s status as Pasithea’s largest stockholder and our prior warnings to the Board of Directors about making value-destructive moves, we are alarmed that the Company ignored our concerns and proceeded with the highly dilutive, related-party acquisition of Alpha-5. Pasithea has already been suffering from significant corporate governance lapses and chronic financial underperformance, including seeing a 79% stock price decline since its September 2021 initial public offering and sustaining a more than 60% trading price discount relative to cash on hand. 1 We find it shocking that the Company’s leadership has now decided to pursue this transaction less than a month after we requested a discussion and indicated opposition to any major deployment of stockholders’ capital.
It is clear to us that the sitting directors are more focused on entrenchment than on advancing stockholders’ best interests. The issuance of stock at $1.15 per share and warrants at $1.88 per share – respectively representing significant discounts to the Company’s cash per share – in a related-party transaction is an egregious example of the directors’ indifference to, and disregard for, stockholders. We intend to investigate all aspects of this very troubling transaction, including for any breaches of fiduciary duty by the Board of Directors. We also question why a transaction in which a Pasithea director had a financial interest was not presented to stockholders for approval.
We will use all available means to hold the incumbents accountable for their poor decisions and consistent disregard for stockholders, who are the true owners of Pasithea. In that spirit, we want our fellow stockholders to be aware we intend to WITHHOLD on the election of all of the sitting directors at Pasithea’s upcoming annual meeting of stockholders. In addition, we intend to convene a special meeting of stockholders at the earliest possible opportunity to remove and replace all of the sitting directors.”
Additional Information and Where to Find It
Camac Partners, LLC, Concord IP2 Ltd., Elderhill Corporation and Leonite Capital LLC, together with the other participants identified below (collectively, the “Participants”), intend to file a preliminary special meeting request statement, together with a WHITE special meeting request card, with the Securities and Exchange Commission (the “SEC”) to be to be used to solicit requests for the calling of a special meeting of stockholders of Pasithea.
Promptly after filing their definitive special meeting request statement with the SEC, the Participants intend to mail such statement and a WHITE special meeting request card to Pasithea stockholders. STOCKHOLDERS ARE URGED TO READ SUCH STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE PARTICIPANTS WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of charge, such statement, any amendments or supplements thereto, and any other relevant documents filed by the Participants with the SEC in connection with the Annual Meeting at the SEC’s website (http://www.sec.gov).
In addition to the previously identified entities, it is anticipated that Camac Capital, LLC, Camac Fund, LP, Eric Shahinian, David Delaney and Avi Geller will be participants in the solicitation of special meeting requests from Pasithea stockholders. Additional information regarding the Participants, including their direct or indirect interests, by security holdings or otherwise, will be included in the special meeting request statement and other relevant documents to be filed by the Participants with the SEC. Such information is also contained in a Schedule 13D filed by the Participants with the SEC.
Contacts
Longacre Square Partners
Charlotte Kiaie / Bela Kirpalani, 646-386-0091
ckiaie@longacresquare.com / bkirpalani@longacresquare.com
1 Based on the Company’s IPO unit price of $5.00 per share and its closing price of $1.01 on June 21, 2022.