| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
60 DEGREES PHARMACEUTICALS, INC. [ SXTP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/28/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, $0.0001 par value per share ("Common Shares") | 07/28/2023 | C(1) | 45,560 | A | $4.745(1) | 1,153,897(2)(3) | I(4) | By Knight Therapeutics International S.A. | ||
| Series A Non-Voting Convertible Preferred Stock | 07/28/2023 | C(1) | 2,162 | D | $0 | 78,803(2)(3) | I(4) | By Knight Therapeutics International S.A. | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On July 28, 2023, 60 Degrees Pharmaceuticals, Inc. (the "Issuer"), at its sole discretion, converted 2,162 shares of Series A Non-Voting Convertible Preferred Stock (the "Preferred Stock") held by Knight Therapeutics International S.A., an Uruguayan corporation ("Knight Subsidiary") into 45,560 Common Shares, at a conversion price equal to the 10 day volume weighted average price of the Common Shares immediately prior to the conversion. The Preferred Stock has a floating conversion price. Only the Issuer can cause shares of Preferred Stock to be converted into Common Shares. The conversion price of the Preferred Stock is determined in respect of the shares of Preferred Stock that are actually converted into Common Shares by the Issuer at the time of such conversion. The timing of conversion of any shares of Preferred Stock occurrence is outside of the control of the holder of the Preferred Stock. |
| 2. After giving effect to the transaction reported on this Form 4, Knight Subsidiary directly beneficially owns 1,153,897 Common Shares, corresponding to 9.97% ownership interest based on 11,570,578 Common Shares issued and outstanding as of April 1, 2024, and 78,803 Preferred Stock convertible only at the sole discretion of the Issuer. Knight Therapeutics Inc., a Canadian corporation ("Knight Parent" and collectively with Knight Subsidiary, the "Reporting Persons") indirectly beneficially owns 1,153,897 Common Shares, and 78,803 Preferred Stock convertible only at the sole discretion of the Issuer. |
| 3. None of the Reporting Persons can cause the Preferred Stock to be converted into Common Shares, and the Reporting Persons have no control over the occurrence or timing of a conversion of the Preferred Stock by the Issuer into Common Shares. The shares of Preferred Stock are not "derivative securities." The Reporting Persons do not beneficially own any of the Common Shares underlying the Preferred Stock until such time as the Issuer actually converts shares of Preferred Stock held by the Reporting Persons into Common Shares. |
| 4. Knight Parent is the sole owner of Knight Subsidiary and, as a result, may be deemed the beneficial owner for purposes of Securities Exchange Act of 1934 (the "Act") of any securities of the Issuer beneficially owned by Knight Subsidiary. Knight Parent disclaims beneficial ownership over all of the Common Shares beneficially owned by Knight Subsidiary, other than for the purpose of determining obligations under the Act, and the filing of this Form 4 shall not be deemed an admission that Knight Parent is the beneficial owner of such securities for any other purpose. |
| Remarks: |
| As of March 31, 2024, the Reporting Persons are no longer beneficial owners of more than 10% of the Issuer's securities and, as such, this filing represents an exit filing for each Reporting Person. This Form 4 is being jointly filed by Knight Parent and Knight Subsidiary. Exhibit 99.1 (Joint Filer Information) incorporated herein by reference. |
| KNIGHT THERAPEUTICS INC. By: /s/ Samira Sakhia Name: Samira Sakhia Title: President and Chief Executive Officer | 04/03/2024 | |
| KNIGHT THERAPEUTICS INTERNATIONAL S.A. By: /s/ Arvind Utchanah Name: Arvind Utchanah Title: President of the Board of Directors | 04/03/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
Exhibit 99.1
Joint Filer Information
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Name of Joint Filer:
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Knight Therapeutics Inc.
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Address of Joint Filer:
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3400 de Maisonneuve W. Suite 1055, Montréal, Quebec
H3Z 3B8
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Relationship of Joint Filer to Issuer:
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Indirect Former 10% Beneficial Owner
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Issuer Name and Ticker or Trading Symbol:
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60 DEGREES PHARMACEUTICAL, INC. [SXTP]
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Date of Event Requiring Statement:
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July 28, 2023
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Designated Filer:
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Knight Therapeutics Inc.
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Signature:
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KNIGHT THERAPEUTICS INC.
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By:
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/s/ Samira Sakhia | |
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Name: Samira Sakhia
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Title: President and Chief Executive Officer
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Date: April 3, 2024
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Name of Joint Filer:
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Knight Therapeutics International S.A.
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Address of Joint Filer:
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Dr. Luis Bonavita 1294, of. 2004, Montevideo, Uruguay
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Relationship of Joint Filer to Issuer:
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Direct Former 10% Beneficial Owner
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Issuer Name and Ticker or Trading Symbol:
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60 DEGREES PHARMACEUTICAL, INC. [SXTP]
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Date of Event Requiring Statement:
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July 28, 2023
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Designated Filer:
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Knight Therapeutics Inc.
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Signature:
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KNIGHT THERAPEUTICS INTERNATIONAL S.A.
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By:
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/s/ Arvind Utchanah | ||
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Name: Arvind Utchanah
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Title: President of the Board of Directors
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Date: April 3, 2024
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