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United States securities and exchange commission logo
May 26, 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. 3 to
Registration Statement on Form S-1
Filed May 19, 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
8, 2023 letter.
Amendment No. 3 to Registration Statement on Form S-1, filed May 19,
2023
Selling Stockholders, page A-16
1. 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 2,224,765 shares of
common stock indicated
in the heading on the cover page of the resale prospectus. In
addition, the 2,224,765
shares of common stock indicated in the heading on the cover
page of the resale
prospectus does not appear to reconcile to the individual components of
the resale shares as
disclosed in clauses (i) through (iv) of the first paragraph of the resale
prospectus cover page.
Please advise or reconcile your disclosure as appropriate. Once
you have concluded how
many shares are being offered by the resale prospectus, please
ensure the legal
opinion and filing fee table reconcile to the disclosure in your resale
Geoffrey S. Dow, Ph.D.
60 Degrees Pharmaceuticals, Inc.
May 26, 2023
Page 2
prospectus.
Notes to Unaudited Consolidated Condensed Financial Statements
2. Summary of Significant Accounting Policies
Research and Development Costs, page F-36
2. Please explain the terms governing share-based payments to non-employees
for research
and development services and the basis for your deferral of these costs
at March 31,
2023. In this regard, explain the relationship between these share-based
payments and
your issuance of 1,443,000 shares of common stock to "certain vendors as
prepayment for
services," as discussed in Note 6. Also, explain your basis for
cancelling shares for
"certain executives" representing 61% of outstanding shares and then
issuing a near
equivalent number of shares to "certain vendors" for research and
development services.
Identify these "certain vendors" and "certain executives." Refer us to
the technical
guidance upon which you relied and revise your disclosure accordingly.
8. Debt
Debenture, page F-44
3. Please provide an analysis supporting your accounting treatment for the
Knight Debt
Conversion Agreement, including how extinguishments of the prior Knight
Debenture ($4,276,609 at December 31, 2022) and Knight Promissory Note
($17,965,670
at December 31, 2022) related to the fair value of the new Knight
Promissory Note as
of the modification date ($21,520,052 on January 9, 2023). Refer us to
the technical
guidance upon which you relied and revise your disclosure accordingly.
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 26, 2023 Page 2
cc: Ross D. Carmel, Esq.
FirstName LastName