Pasithea Therapeutics Corp. has a significant institutional holder group led by Vivo Opportunity entities, which report beneficial ownership just below 10% of the common stock.
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Pasithea Therapeutics Corp. has a significant institutional holder group led by Vivo Opportunity entities, which report beneficial ownership just below 10% of the common stock. Vivo Opportunity Fund Holdings, L.P. and its general partner Vivo Opportunity, LLC each report beneficial ownership of 9,286,738 shares, including 422,791 common shares and 8,863,947 shares issuable upon exercise of pre-funded warrants. Vivo Opportunity Cayman Fund, L.P. and its general partner Vivo Opportunity Cayman, LLC each report beneficial ownership of 937,567 shares, including 42,680 common shares and 894,887 warrant shares. Each entity reports ownership of 9.99% of Pasithea’s common stock, based on 33,414,448 shares outstanding as of May 13, 2026, with warrant terms that block exercises above the 9.99% ownership threshold, though the reported amounts assume full warrant exercise without that cap.
Key Figures
Vivo Opportunity Fund Holdings shares:9,286,738 sharesVivo Opportunity Cayman Fund shares:937,567 sharesOwnership percentage per Vivo entity:9.99 %+3 more
6 metrics
Vivo Opportunity Fund Holdings shares9,286,738 sharesBeneficially owned by Vivo Opportunity Fund Holdings, L.P., including common stock and pre-funded warrants
Vivo Opportunity Cayman Fund shares937,567 sharesBeneficially owned by Vivo Opportunity Cayman Fund, L.P., including common stock and pre-funded warrants
Ownership percentage per Vivo entity9.99 %Percent of Pasithea common stock reported by each Vivo entity
Shares outstanding33,414,448 sharesPasithea common stock outstanding as of May 13, 2026
Pre-funded warrant shares (U.S. fund)8,863,947 sharesCommon shares issuable upon exercise of pre-funded warrants held by Vivo Opportunity Fund Holdings, L.P.
Pre-funded warrant shares (Cayman fund)894,887 sharesCommon shares issuable upon exercise of pre-funded warrants held by Vivo Opportunity Cayman Fund, L.P.
"shares of Common Stock issuable upon exercise of pre-funded warrants"
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.
beneficially ownfinancial
"may be deemed to beneficially own an aggregate of 9,286,738 shares"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
blocking provisionsfinancial
"do not give effect to the blocking provisions"
voting securitiesfinancial
"obtaining greater than 9.99% of the Issuer's voting securities"
Voting securities are financial instruments, most commonly common shares, that give the holder the right to vote on a company’s key decisions such as electing the board, approving mergers, or changing bylaws. They matter to investors because voting power determines who controls strategy and oversight—like having a say in household decisions—so the distribution of voting securities affects corporate direction, minority protection, and potential value outcomes.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake in Pasithea Therapeutics Corp. (KTTA) does Vivo Opportunity Fund Holdings report?
Vivo Opportunity Fund Holdings, L.P. reports beneficial ownership of 9,286,738 Pasithea shares, equal to 9.99% of the common stock. This includes 422,791 common shares and 8,863,947 shares issuable upon exercise of pre-funded warrants.
How many Pasithea (KTTA) shares does Vivo Opportunity Cayman Fund, L.P. beneficially own?
Vivo Opportunity Cayman Fund, L.P. reports beneficial ownership of 937,567 Pasithea shares, or 9.99% of the class. This consists of 42,680 common shares and 894,887 shares issuable upon exercise of pre-funded warrants.
What is the ownership cap in Vivo’s pre-funded warrants for Pasithea (KTTA)?
The pre-funded warrants include a 9.99% ownership cap, blocking exercise if it would push the holder and affiliates above 9.99% of Pasithea’s voting securities. Reported share amounts assume full exercise without applying this blocking provision.
On what share count is Vivo’s 9.99% Pasithea (KTTA) ownership based?
The reported 9.99% ownership stakes are calculated using 33,414,448 Pasithea common shares outstanding as of May 13, 2026, as disclosed in Pasithea’s Quarterly Report on Form 10-Q filed on May 15, 2026.
Which entities are filing this Schedule 13G/A for Pasithea Therapeutics (KTTA)?
The filers are Vivo Opportunity Fund Holdings, L.P. and its general partner Vivo Opportunity, LLC, plus Vivo Opportunity Cayman Fund, L.P. and its general partner Vivo Opportunity Cayman, LLC, reporting their respective beneficial ownership in Pasithea.
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)
06/30/2026
(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
Vivo Opportunity Fund Holdings, L.P.
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
9,286,738.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
9,286,738.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,286,738.00
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: The reported share amount represents an aggregate of (i) 422,791 shares of common stock, par value $0.0001 per share (the "Common Stock") of Pasithea Therapeutics Corp. (the "Issuer"), and (ii) 8,863,947 shares of Common Stock issuable upon exercise of pre-funded warrants. All securities are held of record by Vivo Opportunity Fund Holdings, L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P.
The percent is based on 33,414,448 shares of Common Stock outstanding as of May 13, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2026. The pre-funded warrants contain provisions preventing such warrants from being exercised into shares of Common Stock, if such exercise would result in the holder or its affiliates obtaining greater than 9.99% of the Issuer's voting securities. However, the amounts reported in rows 5, 7 and 9 herein represent the number of shares of Common Stock that would be issuable upon full exercise of the pre-funded warrants, without giving effect to the blocking provisions.
SCHEDULE 13G
CUSIP Number(s):
70261F202
1
Names of Reporting Persons
Vivo Opportunity, 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
9,286,738.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
9,286,738.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,286,738.00
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: The reported share amount represents an aggregate of (i) 422,791 shares of Common Stock of the Issuer, and (ii) 8,863,947 shares of Common Stock issuable upon exercise of pre-funded warrants. All securities are held of record by Vivo Opportunity Fund Holdings, L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P.
The percent is based on 33,414,448 shares of Common Stock outstanding as of May 13, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2026. The pre-funded warrants contain provisions preventing such warrants from being exercised into shares of Common Stock, if such exercise would result in the holder or its affiliates obtaining greater than 9.99% of the Issuer's voting securities. However, the amounts reported in rows 5, 7 and 9 herein represent the number of shares of Common Stock that would be issuable upon full exercise of the pre-funded warrants, without giving effect to the blocking provisions.
SCHEDULE 13G
CUSIP Number(s):
70261F202
1
Names of Reporting Persons
Vivo Opportunity Cayman Fund, L.P.
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
937,567.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
937,567.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
937,567.00
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: The reported share amount represents an aggregate of (i) 42,680 shares of Common Stock of the Issuer, and (ii) 894,887 shares of Common Stock issuable upon exercise of pre-funded warrants. All securities are held of record by Vivo Opportunity Cayman Fund, L.P. Vivo Opportunity Cayman, LLC is the general partner of Vivo Opportunity Cayman Fund, L.P.
The percent is based on 33,414,448 shares of Common Stock outstanding as of May 13, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2026. The pre-funded warrants contain provisions preventing such warrants from being exercised into shares of Common Stock, if such exercise would result in the holder or its affiliates obtaining greater than 9.99% of the Issuer's voting securities. However, the amounts reported in rows 5, 7 and 9 herein represent the number of shares of Common Stock that would be issuable upon full exercise of the pre-funded warrants, without giving effect to the blocking provisions.
SCHEDULE 13G
CUSIP Number(s):
70261F202
1
Names of Reporting Persons
Vivo Opportunity Cayman, 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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
937,567.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
937,567.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
937,567.00
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: The reported share amount represents an aggregate of (i) 42,680 shares of Common Stock of the Issuer, and (ii) 894,887 shares of Common Stock issuable upon exercise of pre-funded warrants. All securities are held of record by Vivo Opportunity Cayman Fund, L.P. Vivo Opportunity Cayman, LLC is the general partner of Vivo Opportunity Cayman Fund, L.P.
The percent is based on 33,414,448 shares of Common Stock outstanding as of May 13, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2026. The pre-funded warrants contain provisions preventing these warrants from being exercised into shares of Common Stock, if such exercise would result in the holder or its affiliates obtaining greater than 9.99% of the Issuer's voting securities. However, the amounts reported in rows 5, 7 and 9 herein represent the number of shares of Common Stock that would be issuable upon full exercise of the pre-funded warrants, without giving effect to the blocking provisions.
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:
Vivo Opportunity Fund Holdings, L.P. and its General Partner Vivo Opportunity, LLC
Vivo Opportunity Cayman Fund, L.P. and its General Partner Vivo Opportunity Cayman, LLC
(b)
Address or principal business office or, if none, residence:
192 Lytton Avenue, Palo Alto, CA 94301
(c)
Citizenship:
Vivo Opportunity Fund Holdings, L.P. is a Delaware limited partnership.
Vivo Opportunity, LLC is a Delaware limited liability company.
Vivo Opportunity Cayman Fund, L.P. is a Cayman Islands limited partnership.
Vivo Opportunity Cayman, LLC is a Cayman Islands limited liability company.
(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:
Vivo Opportunity, LLC may be deemed to beneficially own an aggregate of 9,286,738 shares of the Issuer's securities, consisting of (i) 422,791 shares of Common Stock of the Issuer, and (ii) 8,863,947 shares of Common Stock issuable upon exercise of pre-funded warrants. The securities are held of record by Vivo Opportunity Fund Holdings, L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P.
Vivo Opportunity Cayman, LLC may be deemed to beneficially own an aggregate of 937,567 shares of the Issuer's securities, consisting of (i) 42,680 shares of Common Stock of the Issuer, and (ii) 894,887 shares of Common Stock issuable upon exercise of pre-funded warrants. These securities are held of record by Vivo Opportunity Cayman Fund, L.P. Vivo Opportunity Cayman, LLC is the general partner of Vivo Opportunity Cayman Fund, L.P.
The pre-funded warrants contain provisions preventing these securities from being exercised into shares of Common Stock, if such exercise would result in the holder or its affiliates obtaining greater than 9.99% of the Issuer's voting securities. However, the amounts reported in this Item 4 represent the number of shares of Common Stock that would be issuable upon exercise of the pre-funded warrants in full, and do not give effect to the blocking provisions.
(b)
Percent of class:
Vivo Opportunity Fund Holdings, L.P.: 9.99%
Vivo Opportunity, LLC: 9.99%
Vivo Opportunity Cayman Fund, L.P.: 9.99%
Vivo Opportunity Cayman, LLC: 9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Vivo Opportunity Fund Holdings, L.P.: 9,286,738 shares
Vivo Opportunity, LLC: 9,286,738 shares
Vivo Opportunity Cayman Fund, L.P.: 937,567 shares
Vivo Opportunity Cayman, LLC: 937,567 shares
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
Vivo Opportunity Fund Holdings, L.P.: 9,286,738 shares
Vivo Opportunity, LLC: 9,286,738 shares
Vivo Opportunity Cayman Fund, L.P.: 937,567 shares
Vivo Opportunity Cayman, LLC: 937,567 shares
(iv) Shared power to dispose or to direct the disposition of:
0
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.
Not Applicable
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 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.
Vivo Opportunity Fund Holdings, L.P.
Signature:
/s/ Kevin Dai
Name/Title:
Kevin Dai/Managing Member of Vivo Opportunity, LLC, General Partner
Date:
08/14/2026
Vivo Opportunity, LLC
Signature:
/s/ Kevin Dai
Name/Title:
Kevin Dai/Managing Member
Date:
08/14/2026
Vivo Opportunity Cayman Fund, L.P.
Signature:
/s/ Kevin Dai
Name/Title:
Kevin Dai/Managing Member of Vivo Opportunity Cayman, LLC, General Partner
