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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.
Registration
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
response.
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
statement.
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.,
Ludlow
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
Fund
Ltd., Bigger Capital Fund, LP, and Cavalry Investment Fund, LP. Please
revise to address
these apparent discrepancies, or advise.
General
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.
FirstName
60 DegreesLastNameGeoffrey S. Dow, Ph.D.
Pharmaceuticals, Inc.
Comapany8,Name60
February 2023 Degrees Pharmaceuticals, Inc.
February
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
statement.
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,
Division of
Corporation Finance
Office of Life
Sciences
cc: Ross D. Carmel, Esq.