SCHEDULE 13G: CVI Investments and Heights Capital Management Disclose 9.9% Stake in Pasithea Therapeutics

CVI Investments, Inc., managed by Heights Capital Management, Inc., has disclosed a 9.9% beneficial ownership stake in Pasithea Therapeutics Corp., totaling 627,319 shares.

Summary

• CVI Investments, Inc. and Heights Capital Management, Inc. (collectively, the "Reporting Persons") have filed a Schedule 13G with the SEC regarding their beneficial ownership in Pasithea Therapeutics Corp.
• The Reporting Persons collectively beneficially own 627,319 shares of Pasithea Therapeutics Corp. common stock.
• This ownership represents 9.9% of the company's outstanding common stock.
• The beneficially owned shares include 400,000 common shares and shares issuable upon the exercise of pre-funded warrants, Series C Common Warrants, and Series D Common Warrants (collectively, the "Warrants").
• The Warrants are subject to a blocker provision, preventing their exercise if it would result in beneficial ownership exceeding 9.99% of the outstanding common stock.
• Heights Capital Management, Inc. serves as the investment manager for CVI Investments, Inc. and exercises shared voting and dispositive power over these shares.
• As of the completion of the offering referenced in Pasithea Therapeutics Corp.'s Prospectus (Registration No. 333-286889 filed on May 7, 2025), there were 6,052,147 shares outstanding, excluding shares underlying the Warrants.

Sentiment

Score: 6

Explanation: The document is a neutral, factual disclosure of beneficial ownership. The presence of a significant institutional investor can be seen as a positive signal, but the document itself contains no performance data or forward-looking statements to assess sentiment beyond this.

Positives

• A significant institutional investor, CVI Investments, Inc., holds a substantial 9.9% stake in Pasithea Therapeutics Corp., which can be interpreted as a signal of confidence in the company.
• The investment is professionally managed by Heights Capital Management, Inc., an experienced investment firm.

Negatives

• The document itself does not present any negative financial or operational information about Pasithea Therapeutics Corp.; it is purely an ownership disclosure.

Risks

• The beneficial ownership includes shares issuable upon the exercise of warrants, which could lead to dilution for existing shareholders if and when these warrants are exercised.
• The 9.99% beneficial ownership limitation on warrant exercise could restrict the Reporting Persons' ability to increase their stake beyond this threshold through warrant conversion, potentially limiting their future influence or investment flexibility.

Future Outlook

The document is a disclosure of current beneficial ownership and does not contain forward-looking statements or guidance from Pasithea Therapeutics Corp. or the reporting entities regarding future performance or strategy, beyond the inherent nature of holding an investment.

Management Comments

• "Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over the shares reported as beneficially owned by CVI Investments, Inc. herein."
• "Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein."
• "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."

Industry Context

This Schedule 13G filing indicates a significant passive investment by institutional entities in Pasithea Therapeutics Corp., a company likely operating in the biotechnology or pharmaceutical sector given its name. Such filings are common for investment firms taking substantial, non-controlling stakes in public companies. The 9.9% stake is just below the 10% threshold that would typically trigger a Schedule 13D filing, which implies an intent to influence or control the issuer, reinforcing the passive nature of this investment.

Comparison to Industry Standards

• This document is a standard regulatory disclosure of beneficial ownership and does not provide financial or operational results for comparison to industry benchmarks.
• It simply states the ownership percentage of CVI Investments, Inc. and Heights Capital Management, Inc. in Pasithea Therapeutics Corp. without offering context on the company's performance relative to peers in the biotechnology or pharmaceutical industry.

Related Party Transactions

• The Limited Power of Attorney and Discretionary Investment Management Agreement between CVI Investments, Inc. and Heights Capital Management, Inc. outlines the relationship where Heights Capital Management, Inc. manages investments on behalf of CVI Investments, Inc.

Stakeholder Impact

• Shareholders: The disclosure of a significant institutional stake may provide a degree of confidence or stability. The potential for warrant exercise could lead to minor dilution.
• Management: Awareness of a large passive investor holding, which typically does not seek to influence control.

Next Steps

• Pasithea Therapeutics Corp. will continue its normal business operations.
• CVI Investments, Inc. and Heights Capital Management, Inc. will continue to hold and manage their investment in Pasithea Therapeutics Corp.
• Further Schedule 13G/D amendments would be filed if there are significant changes in ownership (e.g., exceeding 10% or changing investment intent) or other material events requiring disclosure.

Key Dates

Keywords

Pasithea Therapeutics Corp., CVI Investments, Heights Capital Management, Schedule 13G, Beneficial Ownership, Common Stock, Warrants, Institutional Investor, Equity Stake, SEC Filing