Form SCHEDULE 13G Pasithea Therapeutics Filed by: Coastlands Capital LP
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Pasithea Therapeutics Corp. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
70261F202 (CUSIP Number) |
02/23/2026 (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-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
|
| CUSIP No. | 70261F202 |
| 1 | Names of Reporting Persons
Coastlands Capital LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,394,765.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, PN |
Comment for Type of Reporting Person: Consists of 1,514,199 shares of Common Stock held directly by Coastlands Capital LP and 880,566 shares of Common Stock issuable upon the exercise of pre-funded warrants held by Coastlands Capital LP. The calculation of the beneficial ownership of the Reporting Persons is based on (A) 23,091,062 shares outstanding as December 22, 2025, as disclosed in the definitive proxy statement on DEF 14A filed by the Issuer on December 29, 2025 and (B) 880,566 shares of Common Stock issuable upon the exercise of pre-funded warrants held by the Reporting Persons, which reflects the beneficial ownership limitation of 9.99%. Excludes pre-funded warrants held by the Reporting Persons in excess of such beneficial ownership limitation.
SCHEDULE 13G
|
| CUSIP No. | 70261F202 |
| 1 | Names of Reporting Persons
Coastlands Capital Partners LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,394,765.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Consists of 1,514,199 shares of Common Stock held directly by Coastlands Capital LP and 880,566 shares of Common Stock issuable upon the exercise of pre-funded warrants held by Coastlands Capital LP. The calculation of the beneficial ownership of the Reporting Persons is based on (A) 23,091,062 shares outstanding as December 22, 2025, as disclosed in the definitive proxy statement on DEF 14A filed by the Issuer on December 29, 2025 and (B) 880,566 shares of Common Stock issuable upon the exercise of pre-funded warrants held by the Reporting Persons, which reflects the beneficial ownership limitation of 9.99%. Excludes pre-funded warrants held by the Reporting Persons in excess of such beneficial ownership limitation.
SCHEDULE 13G
|
| CUSIP No. | 70261F202 |
| 1 | Names of Reporting Persons
Coastlands Capital GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,394,765.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Consists of 1,514,199 shares of Common Stock held directly by Coastlands Capital LP and 880,566 shares of Common Stock issuable upon the exercise of pre-funded warrants held by Coastlands Capital LP. The calculation of the beneficial ownership of the Reporting Persons is based on (A) 23,091,062 shares outstanding as December 22, 2025, as disclosed in the definitive proxy statement on DEF 14A filed by the Issuer on December 29, 2025 and (B) 880,566 shares of Common Stock issuable upon the exercise of pre-funded warrants held by the Reporting Persons, which reflects the beneficial ownership limitation of 9.99%. Excludes pre-funded warrants held by the Reporting Persons in excess of such beneficial ownership limitation.
SCHEDULE 13G
|
| CUSIP No. | 70261F202 |
| 1 | Names of Reporting Persons
Coastlands Capital LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,394,765.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, OO |
Comment for Type of Reporting Person: Consists of 1,514,199 shares of Common Stock held directly by Coastlands Capital LP and 880,566 shares of Common Stock issuable upon the exercise of pre-funded warrants held by Coastlands Capital LP. The calculation of the beneficial ownership of the Reporting Persons is based on (A) 23,091,062 shares outstanding as December 22, 2025, as disclosed in the definitive proxy statement on DEF 14A filed by the Issuer on December 29, 2025 and (B) 880,566 shares of Common Stock issuable upon the exercise of pre-funded warrants held by the Reporting Persons, which reflects the beneficial ownership limitation of 9.99%. Excludes pre-funded warrants held by the Reporting Persons in excess of such beneficial ownership limitation.
SCHEDULE 13G
|
| CUSIP No. | 70261F202 |
| 1 | Names of Reporting Persons
Matthew D. Perry | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,394,765.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: Consists of 1,514,199 shares of Common Stock held directly by Coastlands Capital LP and 880,566 shares of Common Stock issuable upon the exercise of pre-funded warrants held by Coastlands Capital LP. The calculation of the beneficial ownership of the Reporting Persons is based on (A) 23,091,062 shares outstanding as December 22, 2025, as disclosed in the definitive proxy statement on DEF 14A filed by the Issuer on December 29, 2025 and (B) 880,566 shares of Common Stock issuable upon the exercise of pre-funded warrants held by the Reporting Persons, which reflects the beneficial ownership limitation of 9.99%. Excludes pre-funded warrants held by the Reporting Persons in excess of such beneficial ownership limitation.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Pasithea Therapeutics Corp. | |
| (b) | Address of issuer's principal executive offices:
1111 Lincoln Road, Suite 500, Miami Beach, FL 33139 | |
| Item 2. | ||
| (a) | Name of person filing:
Coastlands Capital LP, a Delaware limited partnership ("Coastlands")
Coastlands Capital Partners LP, a Delaware limited partnership (the "Partnership")
Coastlands Capital GP LLC, a Delaware limited liability company (the "General Partner")
Coastlands Capital LLC, a Delaware limited liability company ("Coastlands GP")
Matthew D. Perry
Coastlands and the General Partner are the investment adviser and general partner, respectively, of the Partnership. Coastlands GP is the general partner of Coastlands. Mr. Perry is the control person of Coastlands, the Partnership, Coastlands GP and the General Partner. The reporting persons are filing this Schedule 13G jointly, but not as members of a group, and each disclaims membership in a group. Each reporting person also disclaims beneficial ownership of Common Stock except to the extent of that person's pecuniary interest therein. In addition, the filing of this Schedule 13G on behalf of the Partnership should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any Common Stock covered by this Schedule 13G. | |
| (b) | Address or principal business office or, if none, residence:
601 California Street, Suite 1210, San Francisco, CA 94108 | |
| (c) | Citizenship:
See Item 4 of the cover sheet for each reporting person. | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
70261F202 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(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-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations 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-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Coastlands: 2,394,765
Partnership: 2,394,765
General Partner: 2,394,765
Coastlands GP: 2,394,765
Matthew D. Perry: 2,394,765 | |
| (b) | Percent of class:
Coastlands: 9.99%
Partnership: 9.99%
General Partner: 9.99%
Coastlands GP: 9.99%
Matthew D. Perry: 9.99% %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Coastlands: 0
Partnership: 0
General Partner: 0
Coastlands GP: 0
Matthew D. Perry: 0 | ||
| (ii) Shared power to vote or to direct the vote:
Coastlands: 2,394,765
Partnership: 2,394,765
General Partner: 2,394,765
Coastlands GP: 2,394,765
Matthew D. Perry: 2,394,765 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Coastlands: 0
Partnership: 0
General Partner: 0
Coastlands GP: 0
Matthew D. Perry: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Coastlands: 2,394,765
Partnership: 2,394,765
General Partner: 2,394,765
Coastlands GP: 2,394,765
Matthew D. Perry: 2,394,765 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Partnership holds the shares of Common Stock, including shares of Common Stock issuable upon exercise of pre-funded warrants, for the benefit of its investors and has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock, including shares of Common Stock issuable upon exercise of pre-funded warrants. | ||
| 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
| ||
| 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 acquired and are held in the ordinary course of business and 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.
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. |
| 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.
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Comments accompanying signature: Exhibit 99.1 - Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G
ATTACHMENTS / EXHIBITS
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