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United States securities and exchange commission logo
May 8, 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. 2 to
Registration Statement on Form S-1
Filed April 28,
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 April
14, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-1, filed April 28,
2023
Use of Proceeds, page 54
1. You state that the
planned offering will produce net proceeds of $7.5 million, which is the
product of your assumed
public offering price of $5.30 per Unit and the sale of 1,415,095
Units. Please explain
this apparent inconsistency.
Capitalization, page 55
2. Please provide us a
detailed analysis that reconciles assets and liabilities presented on an
actual basis to
corresponding amounts presented on a pro forma basis and pro forma as
adjusted basis. Revise
your presentation accordingly. Ensure that notes 2 and
3 include the dollar
amount in addition to the share amount for each transaction. Also,
Geoffrey S. Dow, Ph.D.
60 Degrees Pharmaceuticals, Inc.
May 8, 2023
Page 2
ensure that the amount of "common stock to be outstanding after this
offering" on page 16
is conformed to this presentation.
Dilution, page 57
3. Please revise your tabular presentation to begin with historical net
tangible book value per
share.
Principal Stockholders, page 105
4. We note your response to prior comment 2 and your revised disclosure on
page 105. We
reissue our comment in part. Please revise this disclosure to identify
the natural person(s)
who have sole or shared voting or investment power for the securities
beneficially owned
by Knight Therapeutics International S.A, as well as Kentucky Technology,
Inc., Florida
State University Research Foundation, Inc., and Trevally, LLC. Please
also revise
footnote 10 in the table on Alt-18 to identify the natural person(s) who
have sole or shared
voting or investment power for the securities beneficially owned by
Kentucky
Technology, Inc.
Exhibits
5. We note that counsel's legal opinion filed as Exhibit 5.1 does not opine
on the Units.
Counsel should opine not only on the components of the units but also the
units
themselves. Please provide a binding obligation opinion with respect to
the legality of the
units. Alternatively, to the extent counsel believes the units should be
treated in a similar
fashion as shares of capital stock under applicable state law, the
opinion may provide that
the units are legally issued, fully paid and non- assessable. Refer to
Section II.B.1.h of
Staff Legal Bulletin No. 19.
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
May 8, 2023 Page 2
cc: Ross D. Carmel, Esq.
FirstName LastName