SCHEDULE: Squadron Capital Discloses 9.99% Stake in Pasithea Therapeutics

Squadron Capital Management LLC and its partners have reported a 9.99% beneficial ownership stake in Pasithea Therapeutics Corp. common stock.

Summary

• Squadron Capital Management LLC, Matthew Sesterhenn, and William Blank collectively reported beneficial ownership of 2,252,930 shares of Pasithea Therapeutics Corp. common stock.
• This represents approximately 9.99% of the company's outstanding common stock, calculated based on 22,398,920 shares outstanding as of December 1, 2025, plus 152,930 shares issuable from warrants.
• The ownership includes 2,100,000 shares of common stock and 152,930 shares issuable upon the exercise of warrants held by Squadron Capital Management LLC.
• Squadron Master Fund LP, a private fund advised by Squadron Capital Management LLC, beneficially owns 1,649,790 shares, representing 7.3% of the class.
• The reporting persons indicate shared voting and dispositive power over these shares.
• The reporting persons expressly disclaim beneficial ownership over the reported securities, stating the filing is not an admission of such ownership.

Sentiment

Score: 7

Explanation: The disclosure of a significant institutional stake (9.99%) by Squadron Capital Management LLC and its affiliates is generally viewed positively as it signals confidence from a sophisticated investor. While the reporting persons disclaim beneficial ownership, the substantial holding itself is a positive indicator.

Positives

• Significant institutional investment by Squadron Capital Management LLC and its affiliates, indicating confidence in Pasithea Therapeutics Corp.
• The stake is just under the 10% threshold, which often avoids certain additional reporting requirements, suggesting a passive investment intent.

Risks

• The reporting persons expressly disclaim beneficial ownership, which could imply a complex ownership structure or a desire to avoid certain liabilities associated with direct beneficial ownership.

Future Outlook

NA

Industry Context

This filing indicates an institutional investor, Squadron Capital Management LLC, has taken a significant position in Pasithea Therapeutics Corp., a company likely in the biotechnology or pharmaceutical sector given its name. Such investments can signal market confidence in the company's long-term prospects or specific pipeline developments, aligning with broader trends of institutional capital flowing into promising healthcare and biotech ventures.

Comparison to Industry Standards

• A 9.99% stake is a substantial position for an institutional investor, often indicating a strategic, long-term interest without triggering activist investor status (typically above 10%).
• This level of ownership is common for hedge funds or investment managers seeking to gain exposure to a company's growth potential.
• Compared to other biotech companies, a significant institutional stake can be a positive signal, especially for smaller or emerging firms, as it provides capital stability and external validation.

Stakeholder Impact

• Shareholders: The disclosure of a significant institutional investor holding a substantial stake could be seen as a positive signal, potentially increasing investor confidence and demand for the stock.
• Management: Management may view this as a vote of confidence, but also potentially as increased scrutiny from a large shareholder.

Key Dates

Recommendation

The filing indicates a significant institutional stake, which is generally a positive signal of investor confidence. However, a Schedule 13G filing primarily discloses ownership and does not provide operational or financial performance details. Without further information on the company's fundamentals, strategy, or market conditions, a "hold" recommendation is prudent, acknowledging the positive signal of institutional interest while awaiting more comprehensive data for a stronger conviction.

Keywords

Pasithea Therapeutics Corp., Squadron Capital Management LLC, Squadron Master Fund LP, Beneficial Ownership, Schedule 13G, Common Stock, Institutional Investor, Warrants, PNTH