SCHEDULE 13D/A: Pasithea Therapeutics Executive Chairman Lawrence Steinman Reports Reduced Stake Below 5%

Lawrence Steinman, Executive Chairman of Pasithea Therapeutics Corp., has filed an amended Schedule 13D indicating his beneficial ownership has fallen below the 5% threshold as of March 1, 2025.

Summary

• Lawrence Steinman, the Executive Chairman of Pasithea Therapeutics Corp., filed an Amendment No. 1 to his Schedule 13D.
• As of March 1, 2025, and the filing date, Mr. Steinman beneficially owns an aggregate of 83,858 shares of Pasithea Therapeutics Common Stock.
• This ownership represents 3.1% of the Issuer's outstanding shares, based on 2,705,263 shares issued and outstanding as of March 1, 2025.
• His beneficial ownership consists of 66,358 shares of Common Stock, warrants to purchase up to 10,000 shares, and vested stock options exercisable for up to 7,500 shares.
• The filing explicitly states that Mr. Steinman ceased to be the beneficial owner of 5% or more of the issued and outstanding Common Stock of the Issuer on March 1, 2025.
• On March 1, 2024, Mr. Steinman was granted stock options to purchase 7,500 shares of Common Stock, vesting over three years, for no consideration, in connection with his role.
• On March 1, 2025, 2,500 shares underlying previously granted stock options vested.
• There were no other transactions by Mr. Steinman in the company's Common Stock during the 60 days prior to or on March 1, 2025.

Sentiment

Score: 5

Explanation: The document is a factual, regulatory filing (Schedule 13D/A) reporting a change in beneficial ownership. It does not contain information that inherently suggests positive or negative sentiment regarding the company's operations or financial health. The decrease in ownership below 5% is a reporting trigger, not an indicator of sentiment without further context.

Future Outlook

The document does not contain specific forward-looking statements or guidance regarding the company's future performance or strategic direction, beyond the vesting schedule of stock options.

Management Comments

• Lawrence Steinman, in his capacity as the Executive Chairman of the Board of Directors of the Issuer, may be entitled to receive cash compensation and equity compensation, including stock option or other equity awards, pursuant to the Issuer's 2023 Stock Incentive Plan.
• The Reporting Person will serve as the Executive Chairman of the Board of Directors of the Issuer until his successor has been elected and qualified or until the earlier of his resignation or removal.

Industry Context

This filing is a routine regulatory disclosure of a change in beneficial ownership by an insider. It does not provide broader industry context or trends, focusing solely on the individual's stake in Pasithea Therapeutics Corp.

Stakeholder Impact

• Shareholders: The reduction in beneficial ownership by a key executive (Executive Chairman) below 5% is a material disclosure that could be interpreted in various ways by investors, though the document itself provides no specific reason for the change beyond the vesting of options and the resulting calculation.

Key Dates

Keywords

Pasithea Therapeutics Corp., Lawrence Steinman, Schedule 13D/A, Beneficial Ownership, Common Stock, Executive Chairman, Stock Options, Warrants, SEC Filing