Vivo Opportunity entities disclose 9.99% Pasithea Therapeutics (KTTA) holdings via warrants and stock

Rhea-AI Filing Summary

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 shares Vivo Opportunity Cayman Fund shares: 937,567 shares Ownership percentage per Vivo entity: 9.99 % +3 more

6 metrics

Vivo Opportunity Fund Holdings shares 9,286,738 shares Beneficially owned by Vivo Opportunity Fund Holdings, L.P., including common stock and pre-funded warrants

Vivo Opportunity Cayman Fund shares 937,567 shares Beneficially owned by Vivo Opportunity Cayman Fund, L.P., including common stock and pre-funded warrants

Ownership percentage per Vivo entity 9.99 % Percent of Pasithea common stock reported by each Vivo entity

Shares outstanding 33,414,448 shares Pasithea common stock outstanding as of May 13, 2026

Pre-funded warrant shares (U.S. fund) 8,863,947 shares Common shares issuable upon exercise of pre-funded warrants held by Vivo Opportunity Fund Holdings, L.P.

Pre-funded warrant shares (Cayman fund) 894,887 shares Common shares issuable upon exercise of pre-funded warrants held by Vivo Opportunity Cayman Fund, L.P.

Key Terms

pre-funded warrants, beneficially own, blocking provisions, voting securities

4 terms

pre-funded warrants financial

"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 own financial

"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 provisions financial

"do not give effect to the blocking provisions"

voting securities financial

"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

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.

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Available on EDGAR 08/14/2026 - 04:26 PM Accepted by SEC EDGAR 08/14/2026 - 04:03 PM Learn about SEC filing dates

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
Date:	08/14/2026

Vivo Opportunity Cayman, LLC

Signature:	/s/ Kevin Dai
Name/Title:	Kevin Dai/Managing Member
Date:	08/14/2026