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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
August
5, 2026
60 DEGREES PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41719 |
|
45-2406880 |
(State
or other jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification Number) |
| 1025 Connecticut Avenue NW Suite 1000, |
|
|
| Washington,
D.C. |
|
20036 |
| (Address
of registrant’s principal executive office) |
|
(Zip
code) |
(202)
327-5422
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
symbol(s) |
|
Name
of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
|
SXTP |
|
The
Nasdaq Stock Market LLC |
| Warrants, each warrant to purchase one share of Common Stock |
|
SXTPW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.07 Submission of Matters to a Vote of Security Holders.
On
August 5, 2026, 60 Degrees Pharmaceuticals, Inc., a Delaware corporation (the “Company”), held its virtual 2026 Annual Stockholders
Meeting (the “Meeting”).
As
of the close of business on July 2, 2026, the record date for the determination of stockholders entitled to vote at the Meeting, there
were 2,659,288 shares of the Company’s common stock, par value $0.0001 per share, issued and outstanding, with each share entitled
to one vote on each proposal at the Meeting. At the Meeting, the combined holders of 1,107,592 shares of the voting stock entitled to
notice of and to vote at the Meeting were represented in person or by proxy, representing approximately 41.6% of the outstanding voting
shares, and thereby a quorum pursuant to the Delaware General Corporation Law and the amended and restated bylaws of the Company was
present for the transaction of business at the Meeting.
The
final results for each of the matters considered at the Meeting were as follows:
| 1. | To elect five (5) directors to serve until the 2027 Annual
Meeting of Stockholders and until their respective successors are duly elected and qualified. |
Geoffrey
Dow
| Votes For | |
Votes Withheld | |
Broker Non-Votes |
| 147,223 | |
25,031 | |
935,338 |
Eric
Francois
| Votes For | |
Votes Withheld | |
Broker Non-Votes |
| 141,202 | |
31,052 | |
935,338 |
Cheryl
Xu
| Votes For | |
Votes Withheld | |
Broker Non-Votes |
| 142,103 | |
30,151 | |
935,338 |
Stephen
Toovey
| Votes For | |
Votes Withheld | |
Broker Non-Votes |
| 140,160 | |
32,094 | |
935,338 |
Paul
Field
| Votes For | |
Votes Withheld | |
Broker Non-Votes |
| 141,336 | |
30,918 | |
935,338 |
The
affirmative vote of the holders of a majority of the shares represented at the Meeting and entitled to vote was required for approval.
The proposal was approved.
| 2. | To
approve an amendment to the 60 Degrees Pharmaceuticals, Inc. 2022 Equity Incentive Plan to increase the number of shares of common stock
available for issuance by 800,000 shares. |
| Votes For | |
Votes Against | |
Abstentions |
| 126,984 | |
44,464 | |
806 |
The
affirmative vote of the holders of a majority of the shares represented at the Meeting and entitled to vote was required for approval.
The proposal was approved.
| 3. | Approval
of an amendment to the certificate of incorporation, as corrected, of the Company, to effect a reverse stock split of the common stock
at a reverse stock split ratio ranging from 1:5 to 1:10 inclusive, as determined by the Board of Directors of the Company in its sole
discretion: |
| Votes For | |
Votes Against | |
Abstentions |
| 836,390 | |
253,388 | |
17,814 |
The
affirmative vote of the holders of a majority of the shares represented at the Meeting and entitled to vote was required for approval.
The proposal was approved.
| 4. | To
ratify the selection by the Company’s Board of Directors of RBSM LLP as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2026 |
| Votes For | |
Votes Against | |
Abstentions |
| 997,089 | |
86,366 | |
24,137 |
The
affirmative vote of the holders of a majority of the shares represented at the Meeting and entitled to vote was required for approval.
The proposal was approved.
| 5. | To
approve a payment to management of a success fee of five percent (5%) of deal proceeds between a deal value of $40 million and $100 million,
and six percent (6%) of deal proceeds for a deal value in excess of $100 million, in the event of a change of control, strategic transaction
or sale of Arakoda, to be awarded as cash or equity to members of the management team, as determined by the Board of Directors in its
sole discretion. |
| Votes For | |
Votes Against | |
Abstentions |
| 92,303 | |
77,865 | |
2,086 |
The
affirmative vote of the holders of a majority of the shares represented at the Meeting and entitled to vote was required for approval.
The proposal was approved.
| 6. | To approve adjourning the Annual Meeting, if necessary, to
solicit proxies in the event there are not sufficient votes in favor of the Director Election Proposal, the 2022 Plan Amendment Proposal
and the Certificate of Incorporation Amendment Proposal at the time of the Annual Meeting. |
| Votes For | |
Votes Against | |
Abstentions |
| 896,148 | |
157,925 | |
53,519 |
The
affirmative vote of the holders of a majority of the shares represented at the Meeting and entitled to vote was required for approval.
The proposal was approved.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
60 DEGREES PHARMACEUTICALS, INC. |
| |
|
|
| Date:
August 6, 2026 |
By: |
/s/
Geoffrey Dow |
| |
Name: |
Geoffrey
Dow |
| |
Title: |
Chief
Executive Officer and President |