Sec Form 4 Filing - Delaney David @ Pasithea Therapeutics Corp. - 2022-10-17

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Delaney David 2. Issuer Name and Ticker or Trading Symbol Pasithea Therapeutics Corp. [ KTTA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Member of 10% owner group (Last) (First) (Middle) C/O CONCORD INVESTMENT PARTNERS LTD., 60 ST. CLAIR AVENUE EAST, SUITE 702 3. Date of Earliest Transaction (MM/DD/YY) 10/17/2022 (Street) TORONTO, A6M4T 1N5 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10/17/2022 P 1,000( 1 ) A $ 1.11 227,521 I See footnote( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Delaney David C/O CONCORD INVESTMENT PARTNERS LTD. 60 ST. CLAIR AVENUE EAST, SUITE 702 TORONTO, A6M4T 1N5 Member of 10% owner group Concord IP2 Ltd. C/O CONCORD INVESTMENT PARTNERS LTD. 60 ST. CLAIR AVENUE EAST, SUITE 702 TORONTO, A6M4T 1N5 Member of 10% owner group Elderhill Corp C/O CONCORD INVESTMENT PARTNERS LTD. 60 ST. CLAIR AVENUE EAST, SUITE 702 TORONTO, A6M4T IN5 Member of 10% owner group Signatures /s/ David Delaney 10/19/2022 Signature of Reporting Person Date /s/ David Delaney, President of Concord IP2 Ltd. 10/19/2022 Signature of Reporting Person Date /s/ David Delaney, President of Elderhill Corporation 10/19/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares were purchased by Elderhill Corporation, of which David Delaney serves as sole director and President. ( 2 )191,321 shares are held by Concord IP2, Ltd., of which David Delaney serves as sole director and President, and 36,200 shares are held by Elderhill Corporation.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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