SCHEDULE: Vivo Funds Disclose 9.99% Stake in Pasithea Therapeutics

Vivo Opportunity Fund Holdings and affiliates report a 9.99% beneficial ownership in Pasithea Therapeutics Corp., primarily through common stock and pre-funded warrants.

Summary

• Vivo Opportunity Fund Holdings, L.P. and its general partner, Vivo Opportunity, LLC, beneficially own an aggregate of 17,560,467 shares of Pasithea Therapeutics Corp. common stock.
• This ownership for Vivo Opportunity Fund Holdings and Vivo Opportunity, LLC consists of 1,907,430 shares of common stock and 15,653,037 shares issuable upon exercise of pre-funded warrants.
• Vivo Opportunity Cayman Fund, L.P. and its general partner, Vivo Opportunity Cayman, LLC, beneficially own an aggregate of 1,772,867 shares of Pasithea Therapeutics Corp. common stock.
• This ownership for Vivo Opportunity Cayman Fund and Vivo Opportunity Cayman, LLC consists of 192,570 shares of common stock and 1,580,297 shares issuable upon exercise of pre-funded warrants.
• The aggregate beneficial ownership for each reporting entity represents 9.99% of Pasithea Therapeutics Corp.'s common stock.
• The percentage is calculated based on 22,398,920 shares of common stock outstanding as of December 1, 2025, as disclosed in the Issuer's final prospectus.
• Pre-funded warrants contain provisions preventing exercise if it would result in the holder or its affiliates obtaining greater than 9.99% of the Issuer's voting securities, though the reported amounts reflect full exercise without these blocking provisions.

Sentiment

Score: 7

Explanation: The filing discloses a significant institutional investment, which is generally viewed positively as a vote of confidence. However, it is a factual ownership disclosure rather than a performance update, so the sentiment is moderately positive due to the implied confidence.

Positives

• Significant institutional investment by Vivo Opportunity funds, indicating confidence in Pasithea Therapeutics Corp.'s prospects.

Risks

• The pre-funded warrants held by the reporting persons include provisions that prevent their exercise if such action would result in the holder or its affiliates obtaining greater than 9.99% of Pasithea Therapeutics Corp.'s voting securities, which could limit the investor's ability to increase their voting power beyond this threshold.

Future Outlook

The filing is a disclosure of current beneficial ownership and does not contain forward-looking statements or guidance regarding the Issuer's future performance or strategic direction.

Management Comments

• 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 filing indicates a significant institutional investment in Pasithea Therapeutics Corp. by Vivo Opportunity funds, a common occurrence in the biotechnology or pharmaceutical sector where specialized funds take substantial positions in emerging or developing companies. Such investments can signal investor confidence in the company's pipeline or market potential, aligning with broader trends of venture capital and private equity involvement in life sciences.

Stakeholder Impact

• Shareholders: The disclosure of a significant institutional investor holding nearly 10% of the company's stock could be perceived as a positive signal, potentially increasing investor confidence and demand for the stock.
• Company Management: The investment provides capital and potentially strategic alignment with a major institutional holder, but also implies a significant shareholder to consider in strategic decisions.

Key Dates

Keywords

Pasithea Therapeutics, Vivo Opportunity Fund Holdings, Vivo Opportunity, LLC, Vivo Opportunity Cayman Fund, Vivo Opportunity Cayman, LLC, Beneficial Ownership, Schedule 13G, Common Stock, Pre-funded Warrants, Institutional Investor, Equity Stake