false
--12-31
0001946563
DC
0001946563
2026-01-14
2026-01-14
0001946563
SXTP:CommonStockParValue0.0001PerShareMember
2026-01-14
2026-01-14
0001946563
SXTP:WarrantsEachWarrantToPurchaseOneShareOfCommonStockMember
2026-01-14
2026-01-14
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
January 14, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On October 8, 2025, the stockholders of 60 Degrees Pharmaceuticals, Inc. (the “Company”), upon the recommendation of the Company’s
board of directors (the “Board”), approved an amendment to the Company’s Certificate of Incorporation to effect a reverse
stock split of the Company’s outstanding common stock (the “Reverse Stock Split”).
The Board approved the Reverse Stock Split at a final ratio of one-for-four (1:4). On January 14, 2026, the Company filed a Certificate
of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware, which became effective at 12:01
a.m. Eastern Time on January 20, 2026.
At the Effective Time,
each four shares of the Company’s issued and outstanding common stock were automatically combined and converted into one share
of common stock. No fractional shares were issued in connection with the Reverse Stock Split and fractional amounts were rounded up to
one whole share.
The foregoing description
of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment,
a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01. Other Events.
On January 15, 2026,
the Company issued a press release with respect to the Reverse Stock Split described herein. A copy of the press release is attached to
this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information furnished
in this Item 8.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly
set forth by specific reference in such a filing.
Item 9.01 Financial
Statements and Exhibits
Exhibit
Number |
|
Description |
| |
|
|
| 3.1 |
|
Certificate of Amendment to Certificate of Incorporation filed on January 14, 2026 |
| 99.1 |
|
Press Release of 60 Degrees Pharmaceuticals, Inc. dated as of January 15, 2026 |
| 104 |
|
Cover page Interactive Data File (embedded within the Inline XBRL document). |
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: January 21, 2026 |
By: |
/s/ Geoffrey Dow |
| |
Name: |
Geoffrey Dow |
| |
Title: |
Chief Executive Officer and President |