Opaleye reports 6.14% stake in Pasithea Therapeutics

Opaleye Management Inc., Opaleye, L.P., and James Silverman report beneficial ownership of Pasithea Therapeutics Corp. common stock.

Rhea-AI Filing Summary

Opaleye Management Inc., Opaleye, L.P., and James Silverman report beneficial ownership of Pasithea Therapeutics Corp. common stock. Through Opaleye, L.P., they collectively report holding 2,050,000 shares of common stock, representing 6.14% of the outstanding class.

The stake is calculated based on 33,414,448 shares outstanding as of May 13, 2026, as reported by Pasithea Therapeutics. The Reporting Persons have shared voting and dispositive power over all 2,050,000 shares and no sole voting or dispositive power. The filing clarifies that this does not constitute an admission of beneficial ownership for any legal purpose.

Key Figures

Shares beneficially owned: 2,050,000 shares Percent of class: 6.14% Shares outstanding baseline: 33,414,448 shares +2 more

5 metrics

Shares beneficially owned 2,050,000 shares Common Stock of Pasithea Therapeutics Corp. held by Opaleye, L.P.

Percent of class 6.14% Ownership percentage of Pasithea common stock reported by the Reporting Persons

Shares outstanding baseline 33,414,448 shares Common Stock outstanding as of May 13, 2026, used for ownership calculation

Shared voting power 2,050,000 shares Shares over which the Reporting Persons have shared power to vote or direct the vote

Shared dispositive power 2,050,000 shares Shares over which the Reporting Persons have shared power to dispose or direct the disposition

Key Terms

beneficially own, shared voting power, shared dispositive power, Schedule 13G, +1 more

5 terms

beneficially own regulatory

"may be deemed to beneficially own the 2,050,000 shares of Common Stock"

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.

shared voting power regulatory

"Shared Voting Power 2,050,000.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power regulatory

"Shared Dispositive Power 2,050,000.00"

Schedule 13G regulatory

"for purposes of Section 13 of the Securities Exchange Act of 1934"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

investment adviser financial

"The Adviser, as investment adviser to the Fund"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What ownership stake in Pasithea Therapeutics Corp. (KTTA) is reported in this Schedule 13G/A?

The Reporting Persons disclose beneficial ownership of 2,050,000 shares of Pasithea Therapeutics common stock, representing 6.14% of the outstanding common stock based on 33,414,448 shares outstanding as of May 13, 2026.

Who are the Reporting Persons in the Pasithea Therapeutics Corp. (KTTA) Schedule 13G/A?

The filing is made jointly by Opaleye Management Inc., Opaleye, L.P., and James Silverman. Opaleye, L.P. directly holds the 2,050,000 shares, while the Adviser and Mr. Silverman may be deemed to beneficially own these shares.

How is voting power over Pasithea Therapeutics (KTTA) shares allocated among the Reporting Persons?

The Reporting Persons report 0 shares with sole voting power and 2,050,000 shares with shared voting power. They likewise report shared dispositive power over 2,050,000 shares and no sole dispositive power.

On what share count is the 6.14% ownership of Pasithea Therapeutics (KTTA) based?

The 6.14% ownership figure is based on 33,414,448 shares of Pasithea Therapeutics common stock outstanding as of May 13, 2026, as reported by the company on May 15, 2026 in its Form 10-Q.

Where are the principal offices of Pasithea Therapeutics Corp. (KTTA) and the Reporting Persons located?

Pasithea Therapeutics’ principal executive offices are at 830 Winter Street, Waltham, MA 02451. The Reporting Persons’ principal business office is at One Boston Place, 26th Floor, Boston, MA 02108.

Does the Pasithea Therapeutics (KTTA) Schedule 13G/A admit beneficial ownership by the Reporting Persons?

The filing states it shall not be construed as an admission that any Reporting Person is the beneficial owner of any securities covered, for purposes of Section 13 of the Exchange Act or otherwise.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/31/2026 - 04:06 PM Accepted by SEC EDGAR 07/31/2026 - 04:05 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

Opaleye Management Inc.

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

MASSACHUSETTS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,050,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,050,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,050,000.00

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)

6.14 %

12

Type of Reporting Person (See Instructions)

IA, CO

SCHEDULE 13G

CUSIP Number(s): 70261F202

1

Names of Reporting Persons

Opaleye, 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 0.00
6	Shared Voting Power 2,050,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,050,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,050,000.00

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)

6.14 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: Based on 33,414,448 shares of Common Stock outstanding as of May 13, 2026 as reported by Pasithea Therapeutics Corp. on May 15, 2026, in its Form 10-Q.

SCHEDULE 13G

CUSIP Number(s): 70261F202

1

Names of Reporting Persons

James Silverman

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 2,050,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,050,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,050,000.00

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)

6.14 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Pasithea Therapeutics Corp.
(b)	Address of issuer's principal executive offices: 830 Winter Street, Waltham, MA 02451
Item 2.
(a)	Name of person filing: This statement is filed by (i) Opaleye Management Inc. (the "Adviser"), (ii) Opaleye, L.P. (the "Fund"), and (iii) James Silverman (collectively, the "Reporting Persons"). The Fund directly holds 2,050,000 shares of Common Stock, par value $0.0001 per share (the "Common Stock"), of Pasithea Therapeutics Corp. (the "Issuer"). The Adviser, as investment adviser to the Fund, and Mr. Silverman, as the controlling person of the Adviser, may be deemed to beneficially own the 2,050,000 shares of Common Stock held directly by the Fund. The filing of this statement shall not be construed as an admission that any Reporting Person is the beneficial owner of any securities covered by this statement for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or otherwise.
(b)	Address or principal business office or, if none, residence: One Boston Place, 26th Floor, Boston, MA 02108
(c)	Citizenship: Opaleye Management Inc. - Massachusetts Opaleye, L.P. - Delaware James Silverman - 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: 2,050,000.00
(b)	Percent of class: 6.14 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 2,050,000.00
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 2,050,000.00
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.

Opaleye Management Inc.

Signature:	/s/ James Silverman
Name/Title:	President
Date:	07/31/2026

Opaleye, L.P.

Signature:	/s/ James Silverman
Name/Title:	General Partner
Date:	07/31/2026

James Silverman

Signature:	/s/ James Silverman
Name/Title:	Individually
Date:	07/31/2026

Exhibit Information

Exhibit 99.1 Joint Filing Agreement by and among the reporting persons