SCHEDULE: CVI Investments, Heights Capital Trim Pasithea Stake

CVI Investments and Heights Capital Management report a 3.8% passive stake in Pasithea Therapeutics Corp. via an amended Schedule 13G filing.

Summary

• CVI Investments, Inc. and its investment manager, Heights Capital Management, Inc., collectively report beneficial ownership of 899,994 shares of Pasithea Therapeutics Corp. common stock.
• This ownership represents 3.8% of the company's outstanding common stock, based on 23,091,062 shares outstanding as of December 22, 2025.
• The beneficially owned shares are issuable upon the exercise of warrants to purchase common stock.
• The warrants are subject to a beneficial ownership limitation, preventing exercise if it would result in the reporting persons owning more than 9.99% of the outstanding shares.
• This filing is an Amendment No. 2 to a previous Schedule 13G, now reflecting ownership of 5% or less of the class.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a routine disclosure of a passive, non-controlling stake, which provides limited direct insight into the company's operational performance or immediate strategic direction. The implied reduction in stake is a neutral to slightly negative signal, but not significant enough to warrant a strong sentiment.

Positives

• The continued, albeit reduced, institutional interest from CVI Investments and Heights Capital Management indicates ongoing, passive engagement with Pasithea Therapeutics Corp.

Negatives

• The reduction in beneficial ownership to below 5% (implied by Amendment No. 2 and the explicit statement of ownership of 5% or less) could be interpreted as a decrease in conviction or a strategic divestment by the reporting persons.

Risks

• The exercise of warrants is capped at 9.99% beneficial ownership, which could limit the reporting persons' ability to significantly increase their stake through warrant conversion without triggering additional disclosure requirements or exceeding the passive investment threshold.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding Pasithea Therapeutics Corp.'s future performance or strategic direction.

Industry Context

StockSavvy.ai notes that Schedule 13G filings are routine disclosures for passive investors. This specific amendment indicates a change in the beneficial ownership stake of CVI Investments and Heights Capital Management in Pasithea Therapeutics Corp., now falling below the 5% threshold, which is a common occurrence in the lifecycle of institutional investments.

Stakeholder Impact

• Shareholders: Provides an update on institutional ownership, indicating a passive stake of 3.8% by CVI Investments and Heights Capital Management.

Key Dates

Recommendation

This Schedule 13G Amendment No. 2 merely updates the beneficial ownership of a passive investor group to 3.8%, which is below the 5% threshold typically signaling significant institutional interest or influence. It does not provide new information regarding the company's financial performance, strategic direction, or operational outlook, thus warranting a neutral 'hold' recommendation based solely on this filing.

Keywords

Pasithea Therapeutics, CVI Investments, Heights Capital Management, Schedule 13G, beneficial ownership, common stock, warrants, institutional ownership, passive investment