Pasithea Therapeutics Corp. reported ownership update from Squadron entities. Squadron Master Fund LP, its adviser Squadron Capital Management LLC, and principals Matthew Sesterhenn and William Blank report beneficial ownership of 2,329,749 shares of Pasithea common stock, including 2,100,000 shares and 229,749 shares issuable upon exercise of warrants.
These holdings represent approximately 9.99% of Pasithea’s common stock, based on 23,091,062 shares outstanding as of December 22, 2025 plus the warrant shares. The reporting persons share voting and dispositive power over all reported shares, state that the position is held in the ordinary course of business, and expressly disclaim beneficial ownership beyond what may be imputed under SEC rules.
Positive
None.
Negative
None.
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)
12/31/2025
(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
Squadron Master Fund 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
2,329,749.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,329,749.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,329,749.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
70261F202
1
Names of Reporting Persons
Squadron Capital Management 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
2,329,749.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,329,749.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,329,749.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
IA, HC
SCHEDULE 13G
CUSIP No.
70261F202
1
Names of Reporting Persons
Matthew Sesterhenn
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
2,329,749.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,329,749.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,329,749.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
70261F202
1
Names of Reporting Persons
William Blank
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
2,329,749.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,329,749.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,329,749.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
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, FLORIDA, 33139.
Item 2.
(a)
Name of person filing:
Squadron Master Fund LP
Squadron Capital Management, LLC
Matthew Sesterhenn
William Blank
(b)
Address or principal business office or, if none, residence:
Squadron Master Fund LP
c/o Squadron Capital Management, LLC
999 Oakmont Plaza Drive, Suite 600
Westmont, IL 60559
Squadron Capital Management, LLC
999 Oakmont Plaza Drive, Suite 600
Westmont, IL 60559
Matthew Sesterhenn
c/o Squadron Capital Management, LLC
999 Oakmont Plaza Drive, Suite 600
Westmont, IL 60559
William Blank
c/o Squadron Capital Management, LLC
999 Oakmont Plaza Drive, Suite 600
Westmont, IL 60559
(c)
Citizenship:
Squadron Master Fund LP - Delaware
Squadron Capital Management, LLC - Delaware
Matthew Sesterhenn - United States
William Blank - United States
(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:
Squadron Capital Management, LLC is an investment adviser that is registered as an Exempt Reporting Adviser with the Securities and Exchange Commission. Squadron Capital Management, LLC, which serves as investment adviser to private funds, including but not limited to Squadron Master Fund LP (collectively, the "Funds"), may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds. Mr. Sesterhenn and Mr. Blank, as Partners of Squadron Capital Management, LLC, with the power to exercise investment and voting discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, Squadron Capital Management, LLC and Mr. Sesterhenn and Mr. Blank expressly disclaim beneficial ownership over any of the securities reported in this statement, and the filing of this statement shall not be construed as an admission that Squadron Capital Management, LLC or Mr. Sesterhenn and Mr. Blank are the beneficial owner of any of the securities reported herein.
This amount comprises beneficial ownership of 2,329,749 shares of Common Stock which consists of (i) 2,100,000 shares of Common Stock and (ii) 229,749 shares issuable upon exercise of warrants held by Squadron Capital Management LLC (the "Warrants").
Squadron Master Fund LP - 2,329,749 shares
Squadron Capital Management, LLC - 2,329,749 shares
Matthew Sesterhenn - 2,329,749 shares
William Blank - 2,329,749 shares
(b)
Percent of class:
All such shares of Common Stock in the aggregate represent beneficial ownership of approximately 9.99% of the Common Stock based on (i) 23,091,062 shares of Common Stock outstanding as of December 22, 2025 as represented in the Definitive Proxy statement filed by the Issuer with the Securities and Exchange Commission ("SEC") on December 29, 2025, plus (ii) 229,749 shares of Common Stock issuable upon the exercise of the Warrants.
Squadron Master Fund LP - 9.99%
Squadron Capital Management, LLC - 9.99%
Matthew Sesterhenn - 9.99%
William Blank - 9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Squadron Master Fund LP - 0
Squadron Capital Management, LLC - 0
Matthew Sesterhenn - 0
William Blank - 0
(ii) Shared power to vote or to direct the vote:
Squadron Master Fund LP - 2,329,749 shares
Squadron Capital Management, LLC - 2,329,749 shares
Matthew Sesterhenn - 2,329,749 shares
William Blank - 2,329,749 shares
(iii) Sole power to dispose or to direct the disposition of:
Squadron Master Fund LP - 0
Squadron Capital Management, LLC - 0
Matthew Sesterhenn - 0
William Blank - 0
(iv) Shared power to dispose or to direct the disposition of:
Squadron Master Fund LP - 2,329,749 shares
Squadron Capital Management, LLC - 2,329,749 shares
Matthew Sesterhenn - 2,329,749 shares
William Blank - 2,329,749 shares
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 Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Statement.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Notes above.
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.
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.
Squadron Master Fund LP
Signature:
/s/ Matthew Sesterhenn
Name/Title:
Partner, Squadron Partners LLC, its General Partner
What stake in Pasithea Therapeutics Corp. (KTTA) is reported in this Schedule 13G/A?
The filing reports beneficial ownership of 2,329,749 shares of Pasithea common stock, representing about 9.99% of the class. This total includes both currently outstanding shares and additional shares issuable upon exercise of warrants held by the reporting entities.
Who are the reporting persons in the Pasithea Therapeutics (KTTA) Schedule 13G/A?
The reporting persons are Squadron Master Fund LP, Squadron Capital Management LLC, and individuals Matthew Sesterhenn and William Blank. Squadron Capital Management LLC advises private funds, including Squadron Master Fund LP, which hold the Pasithea common stock and related warrants.
How is the 9.99% ownership of Pasithea Therapeutics (KTTA) calculated?
The approximately 9.99% stake is based on 23,091,062 Pasithea common shares outstanding as of December 22, 2025, plus 229,749 shares issuable upon warrant exercise. The 2,329,749-share figure is then measured against this combined share count to determine the percentage ownership.
What types of Pasithea Therapeutics (KTTA) securities are included in the reported holdings?
Reported beneficial ownership covers 2,100,000 shares of common stock and 229,749 shares issuable upon exercise of warrants. Together, these total 2,329,749 shares that are treated as beneficially owned under SEC rules for Schedule 13G reporting purposes.
Do the reporting persons seek to influence control of Pasithea Therapeutics (KTTA)?
The signatories certify the securities were acquired and are held in the ordinary course of business, not for changing or influencing control of Pasithea. They also state the holdings are not connected with any transaction intended to affect control, aside from possible proxy nomination activities referenced by rule.
How is voting and dispositive power over Pasithea (KTTA) shares allocated among the reporting persons?
Each reporting person shows zero sole voting and dispositive power and 2,329,749 shares of shared voting and dispositive power. This means decisions on voting and selling the Pasithea shares are made on a shared basis among the fund and its adviser, rather than individually.
