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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
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SCHEDULE 13D/A 0001132679 XXXXXXXX LIVE 1 Common Stock, par value $0.0001 per share 03/01/2025 false 0001841330 70261F202 Pasithea Therapeutics Corp. 1111 Lincoln Road, Suite 500 Miami Beach FL 33139 Tiago Reis Marques (702) 514-4174 Chief Executive Officer 1111 Lincoln Road, Suite 500 Miami Beach FL 33139 0001132679 N Lawrence Steinman PF N X1 83858.00 0.00 83858.00 0.00 83858.00 N 3.1 IN See Item 5 for additional information. Common Stock, par value $0.0001 per share Pasithea Therapeutics Corp. 1111 Lincoln Road, Suite 500 Miami Beach FL 33139 Item 1 of the Schedule 13D is hereby supplemented as follows: This Amendment No. 1 (this "Amendment") amends and supplements the Schedule 13D filed by the Reporting Person (as defined in Item 2 of the Schedule 13D) with the Securities and Exchange Commission (the "SEC") on June 8, 2023 (the "Schedule 13D"). Except as specifically provided herein, this Amendment does not modify or amend any of the information previously reported on the Schedule 13D. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Item 3 of the Schedule 13D is hereby supplemented as follows: The information contained in rows 7, 8, 9, 10, 11 and 13 of the cover pages of this Amendment is hereby incorporated by reference in its entirety into this Item 3. On March 1, 2024, the Issuer granted the Reporting Person stock options to purchase 7,500 shares of Common Stock, which vest over three years, in connection with his position as the Executive Chairman of the Board of Directors for no consideration. Item 5 of the Schedule 13D is hereby supplemented as follows: The information contained in rows 7, 8, 9, 10, 11 and 13 of the cover pages of this Amendment is hereby incorporated by reference in its entirety into this Item 5. As of March 1, 2025 and the date hereof, the Reporting Person may be deemed to beneficially own an aggregate of 83,858 shares of Common Stock of the Issuer, consisting of (i) 66,358 shares of Common Stock, (ii) warrants to purchase up to 10,000 shares of Common Stock, and (iii) vested stocks options exercisable for up to 7,500 shares of Common Stock. This excludes 5,000 shares of Common Stock underlying stock options that are not exercisable within 60 days as of March 1, 2025 and the date hereof. As a result of the foregoing, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the Reporting Person may be deemed to beneficially own 83,858 shares of Common Stock, representing 3.1% of the Issuer's outstanding shares of Common Stock (based on 2,705,263 shares of Common Stock issued and outstanding as of March 1, 2025 and the date hereof, as reported directly by the Issuer to the Reporting Person). As of March 1, 2025 and the date hereof, the Reporting Person may be deemed to be the beneficial owner of an aggregate of 83,858 shares of Common Stock, all of which the Reporting Person has the sole voting and dispositive power. On March 1, 2025, 2,500 shares of Common Stock underlying stock options that the Issuer previously granted to the Reporting Person in connection with his position as the Executive Chairman of the Board of Directors vested. There were no other transactions by the Reporting Person in shares of Common Stock during the period commencing sixty (60) days prior to or on March 1, 2025 and the date hereof. The Reporting Person ceased to be the beneficial owner of five percent (5%) or more of the issued and outstanding Common Stock of the Issuer on March 1, 2025. Item 6 of the Schedule 13D is hereby amended and restated as follows: The information contained in rows 7, 8, 9, 10, 11 and 13 of the cover pages of the Schedule 13D and this Amendment and the information set forth in or incorporated by reference in Item 2, Item 3, Item 4 and Item 5 of the Schedule 13D and this Amendment, as applicable, is hereby incorporated by reference in its entirety into this Item 6. The Reporting Person, 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. Lawrence Steinman /s/ Lawrence Steinman Lawrence Steinman 03/06/2025