Pasithea Therapeutics Corp. ownership disclosure: Coastlands entities and Matthew D. Perry report beneficial ownership of 3,835,035 shares of Common Stock, representing 11.48% of the class. The calculation is based on 33,414,448 shares outstanding as of May 13, 2026 per the registrant's Form 10-Q. The filing excludes pre-funded warrants held in excess of a 9.99% beneficial ownership limitation.
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Insights
Coastlands reports a meaningful passive stake (11.48%) in Pasithea.
The filing states Coastlands, related entities, and Matthew D. Perry beneficially own 3,835,035 shares, calculated against May 13, 2026 outstanding shares from the issuer's Form 10-Q. The statement disclaims group status and frames the position as held for the Partnership's investors.
Because the report is a Schedule 13G/A, it indicates passive investment reporting rather than an active control intent; any future changes in holdings or group formation would be disclosed in subsequent filings.
Filing preserves a beneficial ownership cap tied to pre-funded warrants.
The reporting persons explicitly exclude pre-funded warrants exceeding a 9.99% ownership limitation. The Partnership holds shares for investors and asserts dividend/proceeds rights on their behalf, per Item 6 language.
Compliance observers should note the disclaimer of group status and the signed certifications dated 07/01/2026; subsequent Form 13D or amendments would change reporting obligations if intent or control shifts.
Key Figures
Reported shares beneficially owned:3,835,035 sharesPercent of class:11.48%Shares outstanding (source):33,414,448 shares+2 more
5 metrics
Reported shares beneficially owned3,835,035 sharesAmount held by Coastlands entities and Matthew D. Perry
Percent of class11.48%Calculated vs. 33,414,448 shares outstanding as of May 13, 2026
Shares outstanding (source)33,414,448 sharesShares outstanding as of May 13, 2026 per issuer's Form 10-Q
Beneficial ownership cap (warrants)9.99%Excludes pre-funded warrants in excess of this limitation
Filing signature date07/01/2026Signatures by Mark Shamia and Matthew D. Perry
"Amendment No. 1 and cover identifies this as a Schedule 13G/A filing"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
pre-funded warrantsfinancial
"Excludes pre-funded warrants held by the Reporting Persons in excess of a beneficial ownership limitation"
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 ownershipregulatory
"Amount beneficially owned: Coastlands: 3,835,035; Percent of class: 11.48%"
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.
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What stake does Coastlands report in Pasithea Therapeutics (KTTA)?
Coastlands reports beneficial ownership of 3,835,035 shares, equal to 11.48% of the class. The percentage is calculated using 33,414,448 shares outstanding as of May 13, 2026, per Pasithea's Form 10-Q.
Does the Schedule 13G/A indicate Coastlands seeks control of Pasithea (KTTA)?
No; the filing includes a signed certification stating the securities were not acquired to change or influence control. The reporting persons also disclaim membership in a group and disclaim beneficial ownership beyond pecuniary interest.
Are pre-funded warrants included in Coastlands' reported ownership for KTTA?
The filing excludes pre-funded warrants held in excess of a 9.99% beneficial ownership limitation. The reported 3,835,035 shares reflect shares held directly by the Partnership; warrants beyond the cap are not counted in the percentage.
What entity holds the shares on behalf of investors in the filing?
The Partnership, Coastlands Capital Partners LP, holds the shares for the benefit of its investors and has the right to receive dividends or sale proceeds, according to the Item 6 disclosure in the Schedule 13G/A.
Who signed the Schedule 13G/A for Coastlands and Pasithea (KTTA)?
The filing is signed by Mark Shamia as Chief Operating Officer for the General Partner entities and by Matthew D. Perry as the reporting person, with signatures dated 07/01/2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Pasithea Therapeutics Corp.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
70261F202
(CUSIP Number)
04/09/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,835,035.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,835,035.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,835,035.00
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)
11.48 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: Consists of 3,835,035 shares of Common Stock held directly by Coastlands Capital Partners LP. The calculation of the beneficial ownership of the Reporting Persons is based on 33,414,448 shares outstanding as of May 13, 2026, as disclosed in the Quarterly Report on Form 10-Q filed by the Issuer on May 15, 2026. Excludes pre-funded warrants held by the Reporting Persons in excess of a beneficial ownership limitation of 9.99%.
SCHEDULE 13G
CUSIP Number(s):
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,835,035.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,835,035.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,835,035.00
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)
11.48 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Consists of 3,835,035 shares of Common Stock held directly by Coastlands Capital Partners LP. The calculation of the beneficial ownership of the Reporting Persons is based on 33,414,448 shares outstanding as of May 13, 2026, as disclosed in the Quarterly Report on Form 10-Q filed by the Issuer on May 15, 2026. Excludes pre-funded warrants held by the Reporting Persons in excess of a beneficial ownership limitation of 9.99%.
SCHEDULE 13G
CUSIP Number(s):
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,835,035.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,835,035.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,835,035.00
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)
11.48 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Consists of 3,835,035 shares of Common Stock held directly by Coastlands Capital Partners LP. The calculation of the beneficial ownership of the Reporting Persons is based on 33,414,448 shares outstanding as of May 13, 2026, as disclosed in the Quarterly Report on Form 10-Q filed by the Issuer on May 15, 2026. Excludes pre-funded warrants held by the Reporting Persons in excess of a beneficial ownership limitation of 9.99%.
SCHEDULE 13G
CUSIP Number(s):
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,835,035.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,835,035.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,835,035.00
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)
11.48 %
12
Type of Reporting Person (See Instructions)
HC, OO
Comment for Type of Reporting Person: Consists of 3,835,035 shares of Common Stock held directly by Coastlands Capital Partners LP. The calculation of the beneficial ownership of the Reporting Persons is based on 33,414,448 shares outstanding as of May 13, 2026, as disclosed in the Quarterly Report on Form 10-Q filed by the Issuer on May 15, 2026. Excludes pre-funded warrants held by the Reporting Persons in excess of a beneficial ownership limitation of 9.99%.
SCHEDULE 13G
CUSIP Number(s):
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,835,035.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,835,035.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,835,035.00
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)
11.48 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Consists of 3,835,035 shares of Common Stock held directly by Coastlands Capital Partners LP. The calculation of the beneficial ownership of the Reporting Persons is based on 33,414,448 shares outstanding as of May 13, 2026, as disclosed in the Quarterly Report on Form 10-Q filed by the Issuer on May 15, 2026. Excludes pre-funded warrants held by the Reporting Persons in excess of a beneficial ownership limitation of 9.99%.
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: 3,835,035
Partnership: 3,835,035
General Partner: 3,835,035
Coastlands GP: 3,835,035
Matthew D. Perry: 3,835,035
(b)
Percent of class:
Coastlands: 11.48%
Partnership: 11.48%
General Partner: 11.48%
Coastlands GP: 11.48%
Matthew D. Perry: 11.48%
(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: 3,835,035
Partnership: 3,835,035
General Partner: 3,835,035
Coastlands GP: 3,835,035
Matthew D. Perry: 3,835,035
(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: 3,835,035
Partnership: 3,835,035
General Partner: 3,835,035
Coastlands GP: 3,835,035
Matthew D. Perry: 3,835,035
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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.
Coastlands Capital LP
Signature:
/s/ Mark Shamia
Name/Title:
Chief Operating Officer of the General Partner, Coastlands Capital LLC
Date:
07/01/2026
Coastlands Capital Partners LP
Signature:
/s/ Mark Shamia
Name/Title:
Chief Operating Officer of the General Partner, Coastlands Capital GP LLC
Date:
07/01/2026
Coastlands Capital GP LLC
Signature:
/s/ Mark Shamia
Name/Title:
Chief Operating Officer
Date:
07/01/2026
Coastlands Capital LLC
Signature:
/s/ Mark Shamia
Name/Title:
Chief Operating Officer
Date:
07/01/2026
Matthew D. Perry
Signature:
/s/ Matthew D. Perry
Name/Title:
Reporting Person
Date:
07/01/2026
Exhibit Information
Exhibit 99.1 Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G (incorporated by reference to the Schedule 13G filed on February 27, 2026).
