UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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)
September 2, 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 15 |
| (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 26,698,688 shares of common stock, par value $0.0001 per share, outstanding as of August 8, 2022, as reported in the Form 10-Q for the quarterly period ended June 30, 2022, of Pasithea Therapeutics Corp.
| CUSIP No. 70261F103 | 13D | Page 3 of 15 |
| (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 26,698,688 shares of common stock, par value $0.0001 per share, outstanding as of August 8, 2022, as reported in the Form 10-Q for the quarterly period ended June 30, 2022, of Pasithea Therapeutics Corp.
| CUSIP No. 70261F103 | 13D | Page 4 of 15 |
| (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 26,698,688 shares of common stock, par value $0.0001 per share, outstanding as of August 8, 2022, as reported in the Form 10-Q for the quarterly period ended June 30, 2022, of Pasithea Therapeutics Corp.
| CUSIP No. 70261F103 | 13D | Page 5 of 15 |
| (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) 3.9%* |
| (14) | TYPE OF REPORTING PERSON (see instructions) OO |
* Percentage calculated based on 26,698,688 shares of common stock, par value $0.0001 per share, outstanding as of August 8, 2022, as reported in the Form 10-Q for the quarterly period ended June 30, 2022, of Pasithea Therapeutics Corp.
| CUSIP No. 70261F103 | 13D | Page 6 of 15 |
| (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 26,698,688 shares of common stock, par value $0.0001 per share, outstanding as of August 8, 2022, as reported in the Form 10-Q for the quarterly period ended June 30, 2022, of Pasithea Therapeutics Corp.
| CUSIP No. 70261F103 | 13D | Page 7 of 15 |
| (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) 4.5%* |
| (14) | TYPE OF REPORTING PERSON (see instructions) IN |
* Percentage calculated based on 26,698,688 shares of common stock, par value $0.0001 per share, outstanding as of August 8, 2022, as reported in the Form 10-Q for the quarterly period ended June 30, 2022, of Pasithea Therapeutics Corp.
| CUSIP No. 70261F103 | 13D | Page 8 of 15 |
| (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 | |
| 1,702,310 shares | ||
| (9) | SOLE DISPOSITIVE POWER | |
| 0 shares | ||
| (10) | SHARED DISPOSITIVE POWER | |
| 1,702,310 shares |
| (11) | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 1,702,310 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) 6.4%* |
| (14) | TYPE OF REPORTING PERSON (see instructions) OO |
* Percentage calculated based on 26,698,688 shares of common stock, par value $0.0001 per share, outstanding as of August 8, 2022, as reported in the Form 10-Q for the quarterly period ended June 30, 2022, of Pasithea Therapeutics Corp.
| CUSIP No. 70261F103 | 13D | Page 9 of 15 |
| (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 | |
| 1,702,310 shares | ||
| (9) | SOLE DISPOSITIVE POWER | |
| 0 shares | ||
| (10) | SHARED DISPOSITIVE POWER | |
| 1,702,310 shares |
| (11) | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 1,702,310 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) 6.4%* |
| (14) | TYPE OF REPORTING PERSON (see instructions) OO |
* Percentage calculated based on 26,698,688 shares of common stock, par value $0.0001 per share, outstanding as of August 8, 2022, as reported in the Form 10-Q for the quarterly period ended June 30, 2022, of Pasithea Therapeutics Corp.
| CUSIP No. 70261F103 | 13D | Page 10 of 15 |
| (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 | |
| 1,702,310 shares | ||
| (9) | SOLE DISPOSITIVE POWER | |
| 0 shares | ||
| (10) | SHARED DISPOSITIVE POWER | |
| 1,702,310 shares |
| (11) | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 1,702,310 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) 6.4%* |
| (14) | TYPE
OF REPORTING PERSON (see instructions) OO |
* Percentage calculated based on 26,698,688 shares of common stock, par value $0.0001 per share, outstanding as of August 8, 2022, as reported in the Form 10-Q for the quarterly period ended June 30, 2022, of Pasithea Therapeutics Corp.
| CUSIP No. 70261F103 | 13D | Page 11 of 15 |
| (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 | |
| 1,702,310 shares | ||
| (9) | SOLE DISPOSITIVE POWER | |
| 0 shares | ||
| (10) | SHARED DISPOSITIVE POWER | |
| 1,702,310 shares |
| (11) | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 1,702,310 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) 6.4%* |
| (14) | TYPE OF REPORTING PERSON (see instructions) IN |
* Percentage calculated based on 26,698,688 shares of common stock, par value $0.0001 per share, outstanding as of August 8, 2022, as reported in the Form 10-Q for the quarterly period ended June 30, 2022, of Pasithea Therapeutics Corp.
Explanatory Note
This Amendment No. 6 (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, and September 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 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 1,702,310 shares of Common Stock beneficially owned by the Camac Persons is approximately $1,770,504 (including brokerage commissions and transaction costs).
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On September 2, 2022, the Reporting Persons provided appropriate notice to the Issuer to call a special meeting of stockholders of the Issuer, including providing the consent of the holders of at least 25% of all shares of Common Stock entitled to vote at the proposed special meeting. The Issuer’s bylaws obligate the Issuer to call a special meeting within 90 days. The press release issued by the Reporting Persons concerning the foregoing is attached as Exhibit 5 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 4:00 p.m., Eastern time, on September 2, 2022, the Reporting Persons beneficially owned 3,118,177 shares of Common Stock, representing approximately 11.7% of the outstanding shares of Common Stock. The percentage in this paragraph relating to beneficial ownership of the Common Stock is based on 26,698,688 shares of Common Stock outstanding as of August 8, 2022, as reported in the Form 10-Q for the quarterly period ended June 30, 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:
* Previously filed.
| Page 12 of 15 |
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: September 6, 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 | |
| Page 13 of 15 |
| 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 14 of 15 |
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 September 2, 2022, by or on behalf of the Reporting Persons, inclusive of any transactions effected through 4:00 p.m., Eastern time, on September 2, 2022.
| Beneficial Ownership | Transaction Date | Purchase or Sale | Quantity | Price per Share (excluding commission) | How Effected | |||||||
| Camac Fund LP | 09/01/2022 | Purchase | 55,646 | $ | 1.1255 | Open Market | ||||||
| Camac Fund LP | 09/02/2022 | Purchase | 11,507 | $ | 1.1389 | Open Market | ||||||
| Page 15 of 15 |
Exhibit 5
Investor Group Successful in Request to Call Special Meeting of Stockholders of Pasithea Therapeutics
Believes Removing All Incumbent Directors Will Position Pasithea to Enhance Corporate Governance, Improve Capital Allocation and Deliver Long Term Value
Thanks Fellow Stockholders for Their Support
NEW YORK AND TORONTO — Sept. [6], 2022 — 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 one of the largest stockholders of Pasithea Therapeutics Corp. (Nasdaq: KTTA) (“Pasithea” or the “Company”), today announced that the Investor Group has received sufficient support from its fellow stockholders to request the call of a Special Meeting of Stockholders (the “Special Meeting”). Accordingly, the Investor Group has formally commenced the process of calling the Special Meeting and issued the following statement:
“We are very pleased that our fellow stockholders agree that change is needed at Pasithea and support our call for the Special Meeting. We firmly believe that removing all sitting directors will position Pasithea to enhance its corporate governance, improve capital allocation and unlock significant value for all stockholders. We expect Pasithea to move expeditiously to call the Special Meeting, as required by its organizational documents, and not to use any delay tactics to try to prevent stockholders’ voices from being heard.”
At the Special Meeting, the Investor Group plans to seek the removal of all of Pasithea’s sitting directors. Delaware law provides a clear mechanism whereby stockholders can petition the Delaware Court of Chancery to hold an election if all directors are removed or if the remaining directors constitute less than a majority of the total directorships. If necessary, the Investor Group is prepared to make such a petition.
Additional Information and Where to Find It
Concord IP2 Ltd., Elderhill Corporation, David Delaney, Leonite Capital LLC, Leonite Fund I, LP, Avi Geller, Camac Partners, LLC, Camac Capital, LLC, Camac Fund, LP and Eric Shahinian (collectively, the “Stockholder Group”) have requested the call of the Special Meeting. Additional information regarding the members of the Stockholder Group, including the respective direct or indirect interests of such members, by security holdings or otherwise, will be included in the proxy statement and other relevant documents to be filed with the Securities and Exchange Commission (the “SEC”) by the Stockholder Group in connection with the Special Meeting. Information relating to the foregoing can also be found in the filings previously made by the members of the Stockholder Group with the SEC.
Promptly after filing its definitive proxy statement with the SEC for the Special Meeting, the Stockholder Group intends to furnish that proxy statement to Pasithea’s stockholders, together with a WHITE proxy card. STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Stockholders may obtain, free of charge, the Stockholder Group’s preliminary and definitive proxy statement, any amendments or supplements thereto, and other relevant documents filed by the Stockholder Group or its members with the SEC at the SEC’s website (http://www.sec.gov). Copies of the Stockholder Group’s definitive proxy statement, any amendments and supplements thereto, and any other relevant documents filed by the Stockholder Group or its members with the SEC will also be available, free of charge, by contacting the Stockholder Group’s proxy solicitor, InvestorCom LLC, at 19 Old Kings Highway S., Suite 210, Darien, CT 06820, or by phone at (203) 972-9300.
Contacts
For Investors:
Concord Investment Partners Ltd.
David Delaney, 416-951-9214
ddelaney@concordinvestmentpartners.com
InvestorCom LLC
John Grau, 203-972-9300
info@investor-com.com
For Media:
Longacre Square Partners
Charlotte Kiaie, 646-386-0091
ckiaie@longacresquare.com