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Pasithea Therapeutics Corp. reports Coastlands-affiliated filers hold 2,394,765 shares, representing 9.99% of common stock. The reported position consists of 1,514,199 shares held directly and 880,566 shares issuable upon exercise of pre-funded warrants, calculated using 23,091,062 shares outstanding as of December 22, 2025. The filing shows shared voting and dispositive power over the 2,394,765 shares and states the 9.99% beneficial ownership limitation applies to the warrants.
The filing is submitted jointly by Coastlands Capital entities and Matthew D. Perry, who is identified as a control person; each reporting person disclaims membership in a group and disclaims beneficial ownership except to the extent of pecuniary interest.
Insights
Coastlands-affiliated entities report a 9.99% stake via direct shares and exercisable pre-funded warrants.
The filing documents shared voting and dispositive power over 2,394,765 shares, comprised of 1,514,199 directly held shares and 880,566 shares issuable upon exercise of pre-funded warrants, measured against 23,091,062 shares outstanding as of December 22, 2025. The disclosure includes a stated beneficial ownership limitation of 9.99% that caps the included warrant exercises.
Future activity will depend on holder decisions and warrant exercise mechanics; subsequent filings would show any change in voting power or percent ownership.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake does Coastlands report in Pasithea Therapeutics (KTTA)?
Coastlands-affiliated filers report beneficial ownership of 2,394,765 shares, equal to 9.99% of common stock, based on 23,091,062 shares outstanding as of December 22, 2025. This includes direct shares and exercisable pre-funded warrants.
How is the 2,394,765-share position composed for KTTA?
The position consists of 1,514,199 shares held directly and 880,566 shares issuable upon exercise of pre-funded warrants, with the filing applying a 9.99% beneficial ownership limitation to those warrants.
Who are the reporting persons for the KTTA Schedule 13G filing?
The filing is made jointly by Coastlands Capital LP, Coastlands Capital Partners LP, Coastlands Capital GP LLC, Coastlands Capital LLC, and Matthew D. Perry, with Mr. Perry identified as the control person of those entities.
What voting and dispositive power do the Coastlands filers report for KTTA?
The reporting persons state they have shared voting power and shared dispositive power over 2,394,765 shares; they report no sole voting or sole dispositive power for those shares.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Pasithea Therapeutics Corp.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
70261F202
(CUSIP Number)
02/23/2026
(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)
SCHEDULE 13G
CUSIP No.
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
2,394,765.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,394,765.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,394,765.00
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)
IA, PN
Comment for Type of Reporting Person: Consists of 1,514,199 shares of Common Stock held directly by Coastlands Capital LP and 880,566 shares of Common Stock issuable upon the exercise of pre-funded warrants held by Coastlands Capital LP. The calculation of the beneficial ownership of the Reporting Persons is based on (A) 23,091,062 shares outstanding as December 22, 2025, as disclosed in the definitive proxy statement on DEF 14A filed by the Issuer on December 29, 2025 and (B) 880,566 shares of Common Stock issuable upon the exercise of pre-funded warrants held by the Reporting Persons, which reflects the beneficial ownership limitation of 9.99%. Excludes pre-funded warrants held by the Reporting Persons in excess of such beneficial ownership limitation.
SCHEDULE 13G
CUSIP No.
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
2,394,765.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,394,765.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,394,765.00
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: Consists of 1,514,199 shares of Common Stock held directly by Coastlands Capital LP and 880,566 shares of Common Stock issuable upon the exercise of pre-funded warrants held by Coastlands Capital LP. The calculation of the beneficial ownership of the Reporting Persons is based on (A) 23,091,062 shares outstanding as December 22, 2025, as disclosed in the definitive proxy statement on DEF 14A filed by the Issuer on December 29, 2025 and (B) 880,566 shares of Common Stock issuable upon the exercise of pre-funded warrants held by the Reporting Persons, which reflects the beneficial ownership limitation of 9.99%. Excludes pre-funded warrants held by the Reporting Persons in excess of such beneficial ownership limitation.
SCHEDULE 13G
CUSIP No.
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
2,394,765.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,394,765.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,394,765.00
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: Consists of 1,514,199 shares of Common Stock held directly by Coastlands Capital LP and 880,566 shares of Common Stock issuable upon the exercise of pre-funded warrants held by Coastlands Capital LP. The calculation of the beneficial ownership of the Reporting Persons is based on (A) 23,091,062 shares outstanding as December 22, 2025, as disclosed in the definitive proxy statement on DEF 14A filed by the Issuer on December 29, 2025 and (B) 880,566 shares of Common Stock issuable upon the exercise of pre-funded warrants held by the Reporting Persons, which reflects the beneficial ownership limitation of 9.99%. Excludes pre-funded warrants held by the Reporting Persons in excess of such beneficial ownership limitation.
SCHEDULE 13G
CUSIP No.
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
2,394,765.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,394,765.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,394,765.00
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)
HC, OO
Comment for Type of Reporting Person: Consists of 1,514,199 shares of Common Stock held directly by Coastlands Capital LP and 880,566 shares of Common Stock issuable upon the exercise of pre-funded warrants held by Coastlands Capital LP. The calculation of the beneficial ownership of the Reporting Persons is based on (A) 23,091,062 shares outstanding as December 22, 2025, as disclosed in the definitive proxy statement on DEF 14A filed by the Issuer on December 29, 2025 and (B) 880,566 shares of Common Stock issuable upon the exercise of pre-funded warrants held by the Reporting Persons, which reflects the beneficial ownership limitation of 9.99%. Excludes pre-funded warrants held by the Reporting Persons in excess of such beneficial ownership limitation.
SCHEDULE 13G
CUSIP No.
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
2,394,765.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,394,765.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,394,765.00
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)
HC, IN
Comment for Type of Reporting Person: Consists of 1,514,199 shares of Common Stock held directly by Coastlands Capital LP and 880,566 shares of Common Stock issuable upon the exercise of pre-funded warrants held by Coastlands Capital LP. The calculation of the beneficial ownership of the Reporting Persons is based on (A) 23,091,062 shares outstanding as December 22, 2025, as disclosed in the definitive proxy statement on DEF 14A filed by the Issuer on December 29, 2025 and (B) 880,566 shares of Common Stock issuable upon the exercise of pre-funded warrants held by the Reporting Persons, which reflects the beneficial ownership limitation of 9.99%. Excludes pre-funded warrants held by the Reporting Persons in excess of such beneficial ownership limitation.
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: 2,394,765
Partnership: 2,394,765
General Partner: 2,394,765
Coastlands GP: 2,394,765
Matthew D. Perry: 2,394,765
(b)
Percent of class:
Coastlands: 9.99%
Partnership: 9.99%
General Partner: 9.99%
Coastlands GP: 9.99%
Matthew D. Perry: 9.99%
(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: 2,394,765
Partnership: 2,394,765
General Partner: 2,394,765
Coastlands GP: 2,394,765
Matthew D. Perry: 2,394,765
(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: 2,394,765
Partnership: 2,394,765
General Partner: 2,394,765
Coastlands GP: 2,394,765
Matthew D. Perry: 2,394,765
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:
02/27/2026
Coastlands Capital Partners LP
Signature:
/s/ Mark Shamia
Name/Title:
Chief Operating Officer of the General Partner, Coastlands Capital GP LLC
Date:
02/27/2026
Coastlands Capital GP LLC
Signature:
/s/ Mark Shamia
Name/Title:
Chief Operating Officer
Date:
02/27/2026
Coastlands Capital LLC
Signature:
/s/ Mark Shamia
Name/Title:
Chief Operating Officer
Date:
02/27/2026
Matthew D. Perry
Signature:
/s/ Matthew D. Perry
Name/Title:
Reporting Person
Date:
02/27/2026
Comments accompanying signature: Exhibit 99.1 - Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G
