[8-K] 60 DEGREES PHARMACEUTICALS, INC. Reports Material Event

Rhea-AI Filing Summary

60 Degrees Pharmaceuticals, Inc. filed an 8-K announcing proposals for its upcoming shareholder meeting. Shareholders will vote on electing directors, increasing the 2022 Equity Incentive Plan by 250,000 shares, and approving an amendment to the certificate of incorporation to permit a reverse stock split at a ratio between 1:3 and 1:10, to be set by the Board. The company also seeks ratification of RBSM LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2025 and authorization to adjourn the meeting if additional proxy solicitation is needed. The filing lists these discrete corporate governance proposals without additional financial detail.

Positive

• Equity plan increase of 250,000 shares provides capacity for future employee or director awards
• Board discretion on reverse split allows management to set a precise ratio within an approved range
• Auditor ratification of RBSM LLP maintains an independent audit relationship for the fiscal year

Negative

• Reverse stock split authorization (1:3 to 1:10) may signal pressure to alter share structure, which can concern investors
• Equity pool increase raises potential dilution by 250,000 shares if fully issued

Insights

Corporate Governance Counsel

Board seeks flexibility on share structure and incentive capacity.

The company requests shareholder approval to increase the equity pool by 250,000 shares and to permit a reverse split between 1:3 and 1:10. The equity increase is a straightforward authorization to grant more awards under the existing plan. The reverse-split authorization gives the Board latitude to change the share count per holder within the stated range.

These proposals affect capital structure and dilution potential; the reverse split will reduce share count per holder if implemented, while the plan increase raises potential dilution by the approved amount. Investors can monitor the vote results and any Board announcements setting the final reverse-split ratio and timing within the company’s next disclosures.

Audit & Compliance Advisor

Auditor ratification and meeting adjournment authority are routine corporate items.

Ratifying RBSM LLP as the independent registered public accounting firm is a standard docket item enabling the auditor to serve for the fiscal year ending December 31, 2025. Approving adjournment authority permits additional proxy solicitation if key proposals lack sufficient votes at the meeting.

These items do not disclose audit findings or financial restatements; they are procedural but necessary. Stakeholders should watch for subsequent filings that disclose the final reverse-split ratio or any material commentary from the auditor in periodic reports.

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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): October 8, 2025

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 October 8, 2025, 60 Degrees Pharmaceuticals, Inc., a Delaware corporation (the “Company”), held its virtual 2025 Annual Stockholders Meeting (the “Meeting”).

As of the close of business on August 29, 2025, the record date for the determination of stockholders entitled to vote at the Meeting, there were 4,104,469 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 1,658,818 shares of the voting stock entitled to notice of and to vote at the Meeting were represented in person or by proxy, representing approximately 40% 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 2026 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified.

Geoffrey Dow 

Votes For		Votes Against		Broker Non-Votes
487,937		45,962		1,124,919

Charles Allen

Votes For		Votes Against		Broker Non-Votes
489,104		44,795		1,124,919

Cheryl Xu

Votes For		Votes Against		Broker Non-Votes
472,646		61,253		1,124,919

Stephen Toovey

Votes For		Votes Against		Broker Non-Votes
473,602		60,297		1,124,919

Paul Field

Votes For		Votes Against		Broker Non-Votes
473,886		60,013		1,124,919

1

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 250,000 shares.

Votes For		Votes Against		Abstentions
419,046		111,332		3,521

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 1:3 to 1:10 inclusive, as determined by the Board of Directors of the Company in its sole discretion:

Votes For		Votes Against		Abstentions
1,251,152		401,118		6,548

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 ended December 31, 2025

Votes For		Votes Against		Abstentions
1,440,287		40,287		177,704

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 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
1,387,064		262,466		9,288

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

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: October 10, 2025	By:	/s/ Geoffrey Dow
	Name:	Geoffrey Dow
	Title:	Chief Executive Officer and President

3

FAQ

What votes are shareholders being asked to approve for SXTP?

Shareholders will vote on director elections, a 250,000-share increase to the 2022 Equity Incentive Plan, a reverse stock split authorization between 1:3 and 1:10, ratification of RBSM LLP as auditor, and adjournment authority.

How large is the proposed increase to the 2022 Equity Incentive Plan for SXTP?

The proposal requests an increase of 250,000 shares available for issuance under the 2022 Equity Incentive Plan.

What reverse split ratios is SXTP seeking approval for?

The company asks shareholders to approve a reverse stock split at a ratio ranging from 1:3 to 1:10, with the final ratio to be determined by the Board if approved.

Who is nominated as the independent registered public accounting firm for SXTP?

The Board seeks shareholder ratification of RBSM LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

What does the adjournment proposal allow the company to do?

If shareholders do not approve key proposals at the meeting, the adjournment authorization permits the company to postpone the meeting to solicit additional proxies.