United States securities and exchange commission logo

                               February 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.
Statement on Form S-1
                                                            Filed on January
31, 2023
                                                            File No. 333-269483

       Dear Geoffrey S. Dow:

              We have reviewed your 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

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-1, filed January 31, 2023

       Summary of the Offering, page 15

   1.                                                   Please indicate in this
section the number of Preferred Shares that will be issued to Knight
                                                        upon the conversion of
the Accrued Interest and the number of shares of common stock
                                                        into which those
Preferred Shares will be convertible. Please also file the Knight Debt
                                                        Conversion Agreement,
as amended, as an exhibit.
   2.                                                   We note your disclosure
on page F-43 that, on November 22, 2022, the company adopted
                                                        a 2022 Equity Incentive
Plan. Please address the shares issuable under this plan in your
                                                        footnotes to this
section and indicate whether any awards have been granted under this
                                                        plan to date, and, if
so, the exercise price thereof. In an appropriate section, please also
                                                        revise to discuss the
material terms of the plan and file it as an exhibit to the registration
 Geoffrey S. Dow, Ph.D.
60 Degrees Pharmaceuticals, Inc.
February 8, 2023
Page 2
Risk Factors, page 17

3.       We note that a large number of shares will be offered by the selling
stockholders in the
         resale offering. Please include a risk factor that describes the risk
to purchasers in your
         underwritten offering that the large number of shares being offered in
the resale
         transaction could depress the market price of your common stock.
Intellectual Property, page 75

4.       Please disclose the expiration dates for your current patents and the
expected expiration
         dates for your patent applications.
Selling Stockholders, page 102

5.       We note your disclosure that the selling stockholders "may be deemed
to be 'underwriters'
         within the meaning of the Securities Act[.]" Please advise us if any
of the selling
         stockholders are broker/dealers and revise your disclosure here to
note that any such
         selling stockholders will be deemed "underwriters."
6.       We note your disclosure in the chart located in the Selling
Stockholders section that the
         following selling stockholders will continue to own all of their
shares after the resale
         offering, despite the fact that footnote 1 indicates that it is
assumed that all shares offered
         pursuant to the resale offering will be sold: Douglas Loock, Carmel,
Milazzo & Feil
         LLP, Florida State University Research Foundation, Inc., Latham
BioPharm Group,
         LLC, Trevally, LLC, Edward Newland, 4C Pharma Solutions, LLC, Hybrid
         Financial, Method Health Communications LLC, Kentucky Technology Inc.,
         Business Services, Inc., and Elliot Berman. Furthermore, according to
this chart, the
         following selling stockholders will be gaining shares after the resale
transaction: Geoffrey
         S. Dow Revocable Trust, Mountjoy Trust, Walleye Opportunities Master
         Ltd., Bigger Capital Fund, LP, and Cavalry Investment Fund, LP. Please
revise to address
         these apparent discrepancies, or advise.

7.     We note that the law firm representing you with respect to both the
initial public offering
       of your units and the resale transaction is a holder of 100,000 shares
of your common
FirstName LastNameGeoffrey S. Dow, Ph.D.
       stock and that the law firm is identified as a selling stockholder and
is participating in the
Comapany    Name60
       resale         Degrees
              transaction.    Pharmaceuticals,
                           Please                Inc.
                                  revise your registration  statement to
include, in its own separate
       section  with an
February 8, 2023 Page 2 appropriate header, the information   required by Item
10 of Form S-1.
FirstName LastName
 Geoffrey S. Dow, Ph.D.
60 DegreesLastNameGeoffrey    S. Dow, Ph.D.
           Pharmaceuticals, Inc.
February    2023 Degrees Pharmaceuticals, Inc.
Page 3 8, 2023 Page 3
FirstName LastName
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration

       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


                                                           Division of
Corporation Finance
                                                           Office of Life
cc:      Ross D. Carmel, Esq.