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United States securities and exchange commission logo
January 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. 2 to
Draft Registration Statement on Form S-1
Submitted December
23, 2022
CIK No. 0001946563
Dear Geoffrey S. Dow:
We have reviewed your amended draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form S-1, Submitted
December 23, 2022
Summary of the Offering
Common stock to be outstanding after the offering, page 15
1. We note your response
to prior comment 4. We reissue our prior comment in part. Please
revise your disclosure
to clarify the text of the registration statement that Footnote 3 is
intended to modify. We
note that Footnote 3 does not currently correspond to any specific
text in the Summary of
the Offering section. Please also revise Footnote 2 to include a
discussion of the
shares of common stock that will be issued to Xu Yu pursuant to the
Equity Conversion Note.
In addition, if material, please add appropriate risk factor
disclosure regarding
the liquidation preference on any preferred shares that will be
outstanding after your
offering.
Geoffrey S. Dow, Ph.D.
60 Degrees Pharmaceuticals, Inc.
January 6, 2023
Page 2
Management
Director Nominees, page 90
2. We note your revised disclosure on page 91 related to Mr. Charles
Allen's background and
experience. We note your disclosure that Mr. Allen has been the Chief
Executive Officer
of Global Bit Ventures Inc., "which discontinued its operations in
2019." We also note
your disclosure that Mr. Allen has been a director of Global Bit
Ventures Inc. since
October 10, 2017. Please explain how Mr. Allen has continued on as a
director of this
entity when it discontinued operations in 2019, or revise.
Description of Securities, page 97
3. We note that the forum selection provision contained in paragraph 12 of
your certificate of
incorporation identifies the Court of Chancery of the State of Delaware
as the exclusive
forum for certain litigation, including any "derivative action." Please
disclose whether
this provision applies to actions arising under the Securities Act or
Exchange Act. In that
regard, we note that Section 27 of the Exchange Act creates exclusive
federal jurisdiction
over all suits brought to enforce any duty or liability created by the
Exchange Act or the
rules and regulations thereunder, and Section 22 of the Securities Act
creates concurrent
jurisdiction for federal and state courts over all suits brought to
enforce any duty or
liability created by the Securities Act or the rules and regulations
thereunder. If the
provision applies to Securities Act claims, please also revise your
prospectus to state that
there is uncertainty as to whether a court would enforce such provision
and that investors
cannot waive compliance with the federal securities laws and the rules
and regulations
thereunder. If this provision does not apply to actions arising under
the Securities Act or
Exchange Act, please also ensure that the exclusive forum provision in
the governing
documents states this clearly, or tell us how you will inform investors
in future filings that
the provision does not apply to any actions arising under the Securities
Act or Exchange
Act. In addition, clearly describe any risks or other impacts on
investors from this
provision, including, if appropriate, that your exclusive forum
provision may result in
FirstName LastNameGeoffrey S. Dow, Ph.D.
increased costs for investors to bring a claim and that this provision
could discourage
Comapany Name60
claims or limitDegrees Pharmaceuticals,
investors ability to bringInc.
a claim in a judicial forum
that they find
Januaryfavorable.
6, 2023 Page 2
FirstName LastName
Geoffrey S. Dow, Ph.D.
FirstName
60 DegreesLastNameGeoffrey S. Dow, Ph.D.
Pharmaceuticals, Inc.
Comapany
January Name60 Degrees Pharmaceuticals, Inc.
6, 2023
January
Page 3 6, 2023 Page 3
FirstName LastName
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.