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United States securities and exchange commission logo
June 6, 2023
Geoffrey S. Dow, Ph.D.
President and Chief Executive Officer
60 Degrees Pharmaceuticals, Inc.
1025 Connecticut Avenue NW Suite 1000
Washington, D.C. 20036
Re: 60 Degrees
Pharmaceuticals, Inc.
Amendment No. 4 to
Registration Statement on Form S-1
Filed June 1, 2023
File No. 333-269483
Dear Geoffrey S. Dow:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our May
26, 2023 letter.
Amendment No. 4 to Registration Statement on Form S-1, filed June 1,
2023
Selling Stockholders, page A-16
1. We note your revisions
in response to prior comment 1. However, we continue to note
that the number of
shares offered by the selling stockholders, as indicated under the
column "Shares Offered
by this Prospectus," does not appear to total the 2,224,763 shares
of common stock
indicated in the heading on the cover page of the resale prospectus. In
this regard, we note
that the shares offered by the selling stockholders do not appear to
include the 231,917
shares of common stock issuable upon the exercise of warrants that
are to be issued on the
date of effectiveness of the registration statement and that are
indicated as being
offered in your resale prospectus in clause (iv) of the first paragraph of
the resale prospectus
cover page. Please revise or advise as appropriate.
Geoffrey S. Dow, Ph.D.
60 Degrees Pharmaceuticals, Inc.
June 6, 2023
Page 2
Notes to Unaudited Consolidated Condensed Financial Statements
2. Summary of Significant Accounting Policies
Research and Development Costs, page F-36
2. Please expand your disclosure to include information in your response,
regarding
key terms governing these share-based payments, particularly the absence
of any vendor
performance or repayment obligations, the nature and timing of services
that you expect
each of these vendors to provide and factors that you considered in
determining the
likelihood of service delivery in future periods. Also, disclose the
identity of executives
surrendering their Founder Shares and the purpose of these share
cancellations.
3. In this regard, your response states that the vendors have no obligation
to deliver goods or
render services in the future to retain the equity instruments. Your
response also notes
that the Company will receive a future benefit as the vendors perform
services or provide
goods. Please explain your basis for deferring $6.3 million of these
compensation costs,
when no future performance obligation exists for any of these vendors or
clarify the
apparent discrepancy in your response. Refer us to the technical guidance
upon which
you relied.
You may contact Franklin Wyman at 202-551-3660 or Kevin Kuhar at
202-551-3662 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Joshua Gorsky at 202-551-7836 or Tim Buchmiller at 202-551-3635 with
any other
questions.
Sincerely,
FirstName LastNameGeoffrey S. Dow, Ph.D.
Division of
Corporation Finance
Comapany Name60 Degrees Pharmaceuticals, Inc.
Office of Life
Sciences
June 6, 2023 Page 2
cc: Ross D. Carmel, Esq.
FirstName LastName