Coastlands reports KTTA stake via warrants, shares
Coastlands Capital LP, as a 10% owner of Pasithea Therapeutics Corp., reported its initial holdings.
Rhea-AI Filing Summary
Coastlands Capital LP, as a 10% owner of Pasithea Therapeutics Corp., reported its initial holdings. It indirectly holds Pre-Funded Warrants exercisable into 11,233,334 shares of common stock at an exercise price of $0.001 per share, with no expiration date.
Coastlands also indirectly holds 3,735,035 shares of Pasithea common stock. The Pre-Funded Warrants are exercisable at any time after issuance but include a 9.99% beneficial ownership cap, limiting exercises that would push ownership above that threshold. The reporting persons jointly file and disclaim beneficial ownership beyond their pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Coastlands Capital LP
Role
10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Pre-funded Warrant | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Pre-funded Warrant — 11,233,334 contracts (Indirect, By Coastlands Capital LP);
Common Stock — 3,735,035 shares (Indirect, By Coastlands Capital LP)
Footnotes (2)
- F1. Coastlands Capital LP ("Coastlands") and Coastlands Capital GP LLC (the "General Partner") are the investment adviser and general partner, respectively, of Coastlands Capital Partners LP (the "Partnership"). Coastlands Capital LLC ("Coastlands GP") is the general partner of Coastlands. Matthew Perry is the control person of Coastlands, the Partnership, Coastlands GP and the General Partner. The reporting persons are filing this Form 3 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.
- F2. The pre-funded warrants to purchase shares of the Issuer's common stock (the "Pre-Funded Warrants") have no expiration date and are exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise.
Key Figures
Underlying shares via Pre-Funded Warrants: 11,233,334 shares
Pre-Funded Warrant exercise price: $0.001 per share
Indirect common shares held: 3,735,035 shares
+1 more
4 metrics
Underlying shares via Pre-Funded Warrants
11,233,334 shares
Underlying Common Stock from Pre-Funded Warrants, indirect holding
Pre-Funded Warrant exercise price
$0.001 per share
Exercise price for Pasithea common stock under warrants
Indirect common shares held
3,735,035 shares
Pasithea common stock held indirectly by Coastlands Capital LP
Beneficial ownership cap
9.99%
Maximum ownership after warrant exercise allowed under terms
Key Terms
Pre-Funded Warrants, beneficial ownership, pecuniary interest, investment adviser, +2 more
6 terms
Pre-Funded Warrants financial
"The pre-funded warrants to purchase shares of the Issuer's common stock"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
beneficial ownership financial
"would beneficially own more than 9.99% of the number of shares"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"disclaims beneficial ownership of common stock except to the extent of that person's pecuniary interest therein"
investment adviser financial
"Coastlands Capital LP ("Coastlands") and Coastlands Capital GP LLC are the investment adviser and general partner"
An investment adviser is a person or firm that professionally manages money and gives recommendations about buying, selling, or holding investments. Like a financial coach or guide, they have a legal duty to act in a client's best financial interest, so their advice, fees and potential conflicts can directly affect returns and risk — making their role important for investors who want informed, accountable help with portfolios.
general partner financial
"Coastlands Capital GP LLC (the "General Partner") are the investment adviser and general partner"
A general partner is the person or firm that runs an investment partnership and legally represents it — they make the day-to-day decisions, choose which assets to buy or sell, and are responsible for the partnership’s obligations. Investors care because the general partner’s judgment, risk-taking and fee and profit-sharing arrangements determine both the potential returns and the level of exposure to losses; think of the GP as the ship’s captain whose skill and honesty shape the voyage’s outcome.
control person financial
"Matthew Perry is the control person of Coastlands, the Partnership, Coastlands GP and the General Partner"
A control person is an individual or entity that can significantly influence a company’s decisions and direction through ownership, voting power, or contractual rights—think of them as the captain who can steer the ship. Investors care because a control person’s choices affect corporate strategy, board appointments, and transactions that can raise or lower a stock’s value, and they often carry additional legal responsibilities and disclosure requirements to protect other shareholders.
FAQ
What ownership in Pasithea Therapeutics (KTTA) did Coastlands Capital report on Form 3?
Coastlands Capital reported indirect holdings in Pasithea Therapeutics consisting of Pre-Funded Warrants for 11,233,334 underlying common shares and 3,735,035 shares of common stock. These positions establish Coastlands as a more than 10% beneficial owner in the company.
What are the key terms of Coastlands Capital’s Pre-Funded Warrants in KTTA?
The Pre-Funded Warrants are exercisable into 11,233,334 common shares at an exercise price of $0.001 per share. They have no expiration date and may be exercised at any time after issuance, subject to a 9.99% beneficial ownership limit.
What is the 9.99% beneficial ownership limitation mentioned in the KTTA Form 3?
The filing states that Pre-Funded Warrant holders may not exercise if, after exercise, they would beneficially own more than 9.99% of Pasithea’s outstanding common stock. This limitation restricts warrant exercises that would push ownership above that threshold immediately after exercise.
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