SCHEDULE: Opaleye Management Takes 9.99% Stake in Pasithea

Opaleye Management Inc. and James Silverman have disclosed a significant passive investment in Pasithea Therapeutics Corp., acquiring nearly 10% of the company.

Summary

• Opaleye Management Inc., Opaleye, L.P., and James Silverman have reported a combined ownership of 2,491,000 shares of Common Stock.
• The reported stake represents 9.99% of the total 24,939,948 shares outstanding as of March 24, 2026.
• The investment is classified under Rule 13d-1(c), indicating a passive investment intent without the goal of changing or influencing corporate control.
• James Silverman exercises control over Opaleye Management Inc., which serves as the investment adviser to Opaleye, L.P.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive development because a specialized healthcare fund taking a near-10% stake provides a strong vote of confidence in the company's valuation and future prospects.

Positives

• Significant institutional validation from a specialized healthcare investment firm.
• The 9.99% stake is strategically positioned just below the 10% threshold, which often triggers additional regulatory reporting and short-swing profit rules.
• Concentrated ownership by a professional investment manager can provide a floor for the stock price.

Negatives

• High concentration of ownership (nearly 10%) in a single entity increases the risk of significant price volatility if the investor decides to liquidate the position.
• The passive nature of the filing (Schedule 13G) means the investor does not currently intend to advocate for management changes or strategic pivots.

Risks

• Market liquidity may be insufficient to absorb a large sale by Opaleye without a substantial impact on the share price.
• The investor explicitly certifies that the shares were not acquired to influence control, which may limit their role in corporate governance improvements.

Future Outlook

As a passive investor, Opaleye Management is expected to maintain this position based on the long-term value of the company's therapeutic pipeline, though they may adjust their holdings based on market conditions or company performance without seeking board representation.

Management Comments

• The reporting persons certify that the securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer.

Industry Context

StockSavvy.ai notes that significant institutional accumulation in micro-cap biotechnology firms like Pasithea often precedes clinical milestones or strategic reviews. Opaleye's entry suggests a professional conviction in the company's underlying asset value compared to its current market capitalization.

Comparison to Industry Standards

• A 9.99% stake is a common ceiling for institutional investors in the biotech sector to avoid 'insider' status under Section 16 of the Exchange Act.
• Compared to peers like Compass Pathways or Atai Life Sciences, Pasithea has a much smaller market cap, making a 10% institutional block significantly more influential on trading dynamics.
• Institutional ownership levels in micro-cap biotech typically range from 20% to 40%; this filing moves Pasithea closer to that benchmark.

Stakeholder Impact

• Shareholders may see increased price stability or upward momentum due to institutional accumulation.
• Management may feel increased pressure to perform, knowing a single entity holds a nearly 10% block of the company.

Next Steps

• Monitor for any subsequent Schedule 13D filings which would indicate a shift from passive to active investment intent.
• Watch for Form 4 filings if the ownership exceeds 10% or if any reporting person becomes an officer or director.

Key Dates

Recommendation

The entry of a significant institutional investor is a bullish signal for a micro-cap stock, but as this is a passive 13G filing, it does not guarantee immediate catalysts. Investors should hold to see if this accumulation leads to further institutional interest or clinical progress.

Keywords

Pasithea Therapeutics, Opaleye Management, James Silverman, Schedule 13G, Institutional Ownership, Biotechnology Investment, Passive Stake, Common Stock