Opaleye reports 2,491,000 shares (9.99%) of Pasithea
Opaleye Management Inc., Opaleye, L.P., and James Silverman report beneficial ownership of 2,491,000 shares of Pasithea Therapeutics Corp. common stock (CUSIP 70261F202), representing 9.99% of the class.
Opaleye Management Inc., Opaleye, L.P., and James Silverman report beneficial ownership of 2,491,000 shares of Pasithea Therapeutics Corp. common stock (CUSIP 70261F202), representing 9.99% of the class. The filing states shared voting and dispositive power over the 2,491,000 shares held directly by the Fund. The filing cites 24,939,948 common shares outstanding as of 03/24/2026 per Pasithea's Form 10-K. The joint statement is signed by James Silverman with signature dates of 04/08/2026.
Positive
None.
Negative
None.
Key Figures
Beneficially owned shares:2,491,000 sharesPercent of class:9.99%Shares outstanding:24,939,948 shares+2 more
5 metrics
Beneficially owned shares2,491,000 sharesAmount reported as beneficially owned by Opaleye/James Silverman
Percent of class9.99%Percent of common stock represented by 2,491,000 shares
Shares outstanding24,939,948 sharesShares outstanding as of 03/24/2026 per Pasithea's Form 10-K (cited in filing)
CUSIP70261F202Security identifier for Pasithea common stock
Filing signature date04/08/2026Date signatures were provided on the Schedule 13G
Key Terms
Schedule 13G, Beneficial ownership, Shared dispositive power
3 terms
Schedule 13Gregulatory
"Item 1. Name of issuer: Pasithea Therapeutics Corp.; form type listed as Schedule 13G"
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.
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Shared dispositive powerfinancial
"Shared disposive power 2,491,000.00 reported in Item 4"
FAQ
How many Pasithea (KTTA) shares does Opaleye report owning?
Opaleye reports beneficial ownership of 2,491,000 shares. This position is reported as shared voting and dispositive power held by the Fund and related adviser and is recorded in the Schedule 13G filing signed on 04/08/2026.
What percentage of Pasithea (KTTA) does 2,491,000 shares represent?
2,491,000 shares represent 9.99% of Pasithea's common stock based on 24,939,948 shares outstanding as of 03/24/2026, a figure cited in the filing from the company's Form 10-K.
Who are the reporting parties on the Schedule 13G for KTTA?
The Schedule 13G is filed jointly by Opaleye Management Inc. (the adviser), Opaleye, L.P. (the Fund) and James Silverman, who the filing says exercises control over the adviser.
Does the filing state sole voting or dispositive power over the shares?
The filing reports no sole voting or dispositive power; it reports shared voting power and shared dispositive power of 2,491,000 shares for the reporting persons.
What document and CUSIP identify the security in the filing?
The filing covers Pasithea Therapeutics Corp. Common Stock, par value $0.0001 per share, identified by CUSIP 70261F202, as stated in Item 2(d)/(e) of the Schedule 13G.
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)
04/01/2026
(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
2,491,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,491,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,491,000.00
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)
9.99 %
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
MASSACHUSETTS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,491,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,491,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,491,000.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Based on 24,939,948 Common Shares outstanding as of 03/24/2026 as reported by Pasithea Therapeutics Corp. on 03/31/2026, in its Form 10-K.
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
2,491,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,491,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,491,000.00
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)
9.99 %
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:
1111 Lincoln Road, Suite 500, Miami Beach, Florida 33139
Item 2.
(a)
Name of person filing:
Opaleye Management Inc. Opaleye, L.P. James Silverman This statement is filed by (i) Opaleye Management Inc. (the "Adviser"), (ii) Opaleye, L.P. (the "Fund") and (iii) James Silverman with respect to the shares of common stock, par value $0.0001 per share ("Common Stock"), Pasithea Therapeutics Corp. (the "Issuer") directly held by the Fund. The Adviser serves as investment adviser to the Fund. Mr. Silverman exercises control over the Adviser. The filing of this statement should not be construed as an admission that any of the foregoing persons is, for the purposes of Section 13 of the Securities Exchange Act, the beneficial owner of the shares reported herein.
(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. - Massachusetts James Silverman - United States
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP Number(s):
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:
2,491,000.00
(b)
Percent of class:
9.99 %
(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:
2,491,000.00
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
2,491,000.00
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:
04/08/2026
Opaleye, L.P.
Signature:
/s/ James Silverman
Name/Title:
General Partner
Date:
04/08/2026
James Silverman
Signature:
/s/ James Silverman
Name/Title:
Individually
Date:
04/08/2026
Exhibit Information
Exhibit 99.1 Joint Filing Agreement by and among the reporting persons
