Pasithea Therapeutics Corp. ownership disclosure: Stonepine entities and Jon M. Plexico report shared beneficial ownership of 1,952,550 shares of Common Stock, representing 5.8% of the class as calculated on 33,414,448 shares outstanding as of May 13, 2026. The holdings are reported as shared voting and dispositive power; each reporting person disclaims group membership and sole beneficial ownership beyond their pecuniary interest.
Positive
None.
Negative
None.
Insights
Stonepine reports a 5.8% passive stake in Pasithea.
Stonepine Capital Management, the Partnership, the General Partner and Jon M. Plexico jointly report 1,952,550 shares with shared voting and dispositive power. The filing cites May 13, 2026 for the 33,414,448 shares outstanding basis.
Report language and the use of a Schedule 13G indicate an informational, likely passive position rather than an activist intent; future filings would show any change in intent or ownership scale.
Ownership structure emphasizes shared control via partnership entities.
The disclosure shows shared voting power and shared dispositive power of 1,952,550 shares across Stonepine entities and Mr. Plexico. Each reporting person includes standard disclaimers about group membership and pecuniary interest.
Because the filing is a Schedule 13G, governance implications are limited absent later amendments; any shift to active engagement would normally require an amendment or a Schedule 13D.
Key Figures
Reported shares owned:1,952,550 sharesPercent of class:5.8%Shares outstanding basis:33,414,448 shares
3 metrics
Reported shares owned1,952,550 sharesshared beneficial ownership by Stonepine entities and Jon M. Plexico
Percent of class5.8%calculated on 33,414,448 shares outstanding as of May 13, 2026
Shares outstanding basis33,414,448 sharesas of May 13, 2026 (cited from issuer Form 10-Q)
"The reporting persons are filing this jointly, but not as members of a group"
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.
Shared Dispositive Powerfinancial
"Shared Dispositive Power 1,952,550.00"
Beneficial Ownershipregulatory
"Amount beneficially owned: Stonepine: 1,952,550"
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.
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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
(Title of Class of Securities)
70261F202
(CUSIP Number)
06/17/2026
(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
Stonepine Capital Management, 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
1,952,550.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,952,550.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,952,550.00
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)
5.8 %
12
Type of Reporting Person (See Instructions)
IA, OO
Comment for Type of Reporting Person: The percentage reported herein is calculated based on 33,414,448 shares of Common Stock outstanding as of May 13, 2026, as reported in the Form 10-Q filed by the Issuer for the quarter ending March 31, 2026.
SCHEDULE 13G
CUSIP Number(s):
70261F202
1
Names of Reporting Persons
Stonepine Capital, 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
1,952,550.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,952,550.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,952,550.00
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)
5.8 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The percentage reported herein is calculated based on 33,414,448 shares of Common Stock outstanding as of May 13, 2026, as reported in the Form 10-Q filed by the Issuer for the quarter ending March 31, 2026.
SCHEDULE 13G
CUSIP Number(s):
70261F202
1
Names of Reporting Persons
Stonepine 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
1,952,550.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,952,550.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,952,550.00
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)
5.8 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The percentage reported herein is calculated based on 33,414,448 shares of Common Stock outstanding as of May 13, 2026, as reported in the Form 10-Q filed by the Issuer for the quarter ending March 31, 2026.
SCHEDULE 13G
CUSIP Number(s):
70261F202
1
Names of Reporting Persons
Jon M. Plexico
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
1,952,550.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,952,550.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,952,550.00
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)
5.8 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: The percentage reported herein is calculated based on 33,414,448 shares of Common Stock outstanding as of May 13, 2026, as reported in the Form 10-Q filed by the Issuer for the quarter ending March 31, 2026.
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:
Stonepine Capital Management, LLC, a Delaware limited liability company ("Stonepine")
Stonepine Capital, LP, a Delaware limited partnership (the "Partnership")
Stonepine GP, LLC, a Delaware limited liability company (the "General Partner")
Jon M. Plexico
Stonepine and the General Partner are the investment adviser and general partner, respectively, of the Partnership. Mr. Plexico is the control person of Stonepine 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 shares 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 shares of Common Stock covered by this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
2900 NW Clearwater Drive, Suite 100-11, Bend OR 97703
(c)
Citizenship:
See Item 4 of the cover sheet for each reporting person.
(d)
Title of class of securities:
Common Stock
(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:
Stonepine: 1,952,550
Partnership: 1,952,550
General Partner: 1,952,550
Jon M. Plexico: 1,952,550
(b)
Percent of class:
Stonepine: 5.8%
Partnership: 5.8%
General Partner: 5.8%
Jon M. Plexico: 5.8%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Stonepine: 0
Partnership: 0
General Partner: 0
Jon M. Plexico: 0
(ii) Shared power to vote or to direct the vote:
Stonepine: 1,952,550
Partnership: 1,952,550
General Partner: 1,952,550
Jon M. Plexico: 1,952,550
(iii) Sole power to dispose or to direct the disposition of:
Stonepine: 0
Partnership: 0
General Partner: 0
Jon M. Plexico: 0
(iv) Shared power to dispose or to direct the disposition of:
Stonepine: 1,952,550
Partnership: 1,952,550
General Partner: 1,952,550
Jon M. Plexico: 1,952,550
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 Common Stock 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, Common Stock.
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.
Stonepine Capital Management, LLC
Signature:
/s/ Jon M. Plexico
Name/Title:
Managing Member
Date:
06/23/2026
Stonepine Capital, L.P.
Signature:
/s/ Jon M. Plexico
Name/Title:
Managing Member of the General Partner, Stonepine GP, LLC
Date:
06/23/2026
Stonepine GP, LLC
Signature:
/s/ Jon M. Plexico
Name/Title:
Managing Member
Date:
06/23/2026
Jon M. Plexico
Signature:
/s/ Jon M. Plexico
Name/Title:
Reporting Person
Date:
06/23/2026
Exhibit Information
EXHIBIT 99 - AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G
What stake does Stonepine report in Pasithea Therapeutics (KTTA)?
Stonepine reports beneficial ownership of 1,952,550 shares, equal to 5.8% of the class based on 33,414,448 shares outstanding as of May 13, 2026. The position is reported with shared voting and dispositive power.
Which entities and individuals are named on the Schedule 13G for KTTA?
The filing names Stonepine Capital Management, LLC, Stonepine Capital, L.P., Stonepine GP, LLC, and Jon M. Plexico as reporting persons, each attributing the same 1,952,550 share position and disclaiming group membership.
How was the percentage ownership calculated in the Pasithea filing?
The percentage 5.8% is calculated using 33,414,448 shares outstanding as of May 13, 2026, a figure cited from the issuer's Form 10-Q for the quarter ended March 31, 2026 and referenced in the Schedule 13G.
Does the Schedule 13G filing indicate active control or voting changes at Pasithea?
No direct control change is stated; the filing reports shared voting and dispositive power for 1,952,550 shares. The Schedule 13G format typically signals a passive investment rather than an intent to influence management.
Will this Schedule 13G require updates if Stonepine increases its holdings?
Yes. If ownership or intent changes beyond passive investment, reporting rules require amendment. The document shows current holdings of 1,952,550 shares and standard disclaimers; any material change would be disclosed in an amended filing.
