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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):
July 30, 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 1.01 Entry into a Material Definitive Agreement
On July 30, 2026, 60 Degrees Pharmaceuticals,
Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional
investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell in a private placement offering (the
“Private Placement”) an aggregate of (i) 191,571 shares of its common stock, par value $0.0001 per share (the “Common
Stock”) at a purchase price of $1.74 per share and associated Common Warrants (as defined below), (ii) pre-funded warrants to purchase
up to 383,142 shares of Common Stock (the “Pre-funded Warrants”) at a purchase price of $1.739 per Pre-funded Warrant and
associated Common Warrants, (iii) series A warrants to purchase up to 574,413 shares of Common Stock (“Series A Warrants”)
and (iv) series B warrants to purchase up to 574,413 shares of Common Stock (“Series B Warrants” and, collectively with Series
A Warrants, the “Common Warrants”) at a combined per share purchase price of $1.74 per share, provided that the purchase price
per Pre-funded Warrant was the per share purchase price minus $0.001, for gross proceeds of approximately $1.0 million, before the deduction
of placement agent fees and offering expenses. The closing of the Private Placement occurred on July 31, 2026.
The Pre-funded Warrants were sold, at the Purchaser’s
election, to such Purchaser whose purchase of shares of Common Stock in the Private Placement would otherwise result in such Purchaser,
together with its affiliates and certain related parties, beneficially own more than 4.99% (or, at such Purchaser’s option upon
issuance 9.99%) of the Company’s outstanding Common Stock immediately following the consummation of the Private Placement. The Pre-Funded
Warrants have an exercise price of $0.001 per share, will become exercisable upon issuance and remain exercisable until exercised in full.
The Common Warrants have an exercise price of
$1.49 per share and will be exercisable from the date of issuance.
The Series A Warrants will expire five (5) years
from the effective date of the registration statement covering the resale of the shares issuable upon exercise of thereof (the “Effective
Date”) and the Series B Warrants will expire twenty-four (24) months from the Effective Date.
A holder of a Common Warrant or Pre-funded Warrant
will not have the right to exercise any portion of its warrants if the holder, together with its affiliates, would beneficially own in
excess of 4.99% (or 9.99% at the election of the holder prior to the date of issuance) of the number of shares of Common Stock outstanding
immediately after giving effect to such exercise (the “Beneficial Ownership Limitation”); provided, however, that upon sixty
(61) days’ prior notice to the Company, the holder may increase or decrease the Beneficial Ownership Limitation, provided that in
no event shall the Beneficial Ownership Limitation exceed 9.99%.
The Company currently intends to use the proceeds
from the Private Placement of approximately $1.0 million in gross proceeds, before deducting the placement agent’s fees and other
offering expenses payable by the Company, and excluding the proceeds, if any, from the exercise of the Pre-funded Warrants and Common
Warrants, for working capital, general operations and the Company’s research and development program.
H.C. Wainwright & Co., LLC (“Placement
Agent”) acted as the exclusive placement agent in connection with the Private Placement under an engagement letter, dated as of
August 30, 2024, as amended on September 3, 2024, January 24, 2025, April 22, 2025, May 28, 2025, December 9, 2025, and July 22, 2026,
by and between the Company and the Placement Agent (the “Engagement Letter”). Pursuant to the Engagement Letter, the Company
agreed to pay the Placement Agent a cash fee equal to 7.5% of the aggregate gross proceeds of the Private Placement and a management fee
of 1.0% of the aggregate gross proceeds of the Private Placement. The Company also agreed to reimburse the Placement Agent $25,000 for
non-accountable expenses and $25,000 for certain accountable expenses, including legal fees and other out-of-pocket expenses. The Company
also issued to the Placement Agent (or its designees) warrants (the “Placement Agent Warrants”) to purchase up to 43,103 shares
of Common Stock. The Placement Agent Warrants have an exercise price equal to $2.175 per share and are exercisable beginning on the issuance
date for a period ending five (5) years from the Effective Date.
The Pre-funded Warrants, Common Warrants and Placement
Agent Warrants and the shares of our Common Stock issuable upon the exercise of the Pre-funded Warrants, Common Warrants and Placement
Agent Warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), were not offered
pursuant to a registration statement and were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and
Rule 506(b) promulgated thereunder.
The Company agreed to indemnify the Placement
Agent against certain liabilities relating to or arising out of the Placement Agent’s activities under the Engagement Letter and
to contribute to payments that the Placement Agent may be required to make in respect of such liabilities.
In connection with the Private Placement, the
Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Purchasers, pursuant to
which, among other things, the Company is required to prepare and file with the Securities and Exchange Commission (the “SEC”)
one or more registration statements to register for resale the shares of Common Stock issuable upon exercise of the Common Warrants and
the Pre-funded Warrants. The Company is required to use best efforts to have such registration statement(s) (collectively, the “Registration
Statement”) declared effective as promptly as possible thereafter, and in any event no later than 45 days following July 30, 2026,
or, in the event of a “full review” by the SEC, 75 days following the date such additional Registration Statement is required
to be filed thereunder.
The Purchase Agreement has been filed as an exhibit
to this Current Report on Form 8-K to provide investors and stockholders with information regarding its terms. It is not intended to provide
any other information about the parties to the Purchase Agreement, or any of their respective affiliates. The representations, warranties
and covenants in the Purchase Agreement were made only for the purposes of such agreements and as of specified dates. The representations
and warranties may have been made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead
of establishing these matters as facts and may be subject to standards of materiality applicable to the parties that differ from those
applicable to investors. Investors are not third-party beneficiaries under the Purchase Agreement. Accordingly, the representations, warranties
and covenants may not accurately represent the current state of the Company’s affairs at any time.
The foregoing descriptions of the Purchase Agreement,
Registration Rights Agreement, the Pre-funded Warrants, the Common Warrants and the Placement Agent Warrants are subject to and qualified
in their entirety by reference to the full text of the agreements, copies of which (or forms thereof) are attached hereto as Exhibits
10.1, 10.2, 10.3, 10.4 and 10.5, respectively, and are incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this
Current Report on Form 8-K about the Private Placement and the agreements related thereto is hereby incorporated by reference into this
Item 3.02. Based in part upon the representations of the Purchasers in the Securities Purchase Agreement, the offering and sale of the
securities issued in the Private Placement is exempt from registration under Section 4(a)(2) of the Securities Act, Rule 506 of Regulation
D promulgated under the Securities Act and corresponding provisions of state securities or “blue sky” laws.
Item 8.01 Other Events.
On July 30, 2026, the Company issued a press release
announcing the pricing of Private Placement. The full text of the press release is attached as Exhibit 99.1 to this Current Report on
Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed herewith:
| Exhibit No. |
|
Description |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 10.2 |
|
Form of Registration Rights Agreement |
| 10.3 |
|
Form of Pre-funded Warrant |
| 10.4 |
|
Form of Series A/B Warrants |
| 10.5 |
|
Form of Placement Agent Warrant |
| 99.1 |
|
Press Release dated July 30, 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: August 4, 2026 |
By: |
/s/ Geoffrey Dow |
| |
Name: |
Geoffrey Dow |
| |
Title: |
Chief Executive Officer and President |
4
Exhibit 99.1
60 Degrees Pharmaceuticals, Inc. Announces Private
Placement Priced At-the-Market Under Nasdaq Rules
WASHINGTON, July 30, 2026 (GLOBE NEWSWIRE) --
60 Degrees Pharmaceuticals, Inc. (NASDAQ: SXTP, SXTPW) (“60 Degrees” or the “Company”), a pharmaceutical company
that develops and commercializes new medicines for vector-borne disease, today announced that it has entered into definitive agreements
for the issuance and sale of an aggregate of 574,713 shares of its common stock (or pre-funded warrants in lieu thereof), series A warrants
to purchase up to 574,713 shares of common stock and short-term series B warrants to purchase up to 574,713 shares of common stock at
a purchase price of $1.74 per share (or per pre-funded warrant in lieu thereof) and accompanying warrants in a private placement priced
at-the-market under Nasdaq rules. The series A warrants and short-term series B warrants will have an exercise price of $1.49 per share
and will be exercisable upon issuance. The series A warrants will expire five years from the effective date of the Resale Registration
Statement (as defined below) and the short-term series B warrants will expire twenty-four months from the effective date of the Resale
Registration Statement. The closing of the offering is expected to occur on or about July 31, 2026, subject to the satisfaction of customary
closing conditions.
H.C. Wainwright & Co. is acting as the exclusive
placement agent for the private placement.
The gross proceeds to 60 Degrees from the offering
are expected to be approximately $1.0 million, before deducting the placement agent’s fees and other offering expenses payable by
60 Degrees, and excluding the proceeds, if any, from the exercise of the warrants. The Company intends to use the net proceeds from this
offering for working capital and general corporate purposes.
The securities described above are being offered
in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation
D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Securities
Act, or applicable state securities laws. Accordingly, the securities described above, including the shares of common stock underlying
the warrants, may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable
exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to a registration
rights agreement, the Company has agreed to file a resale registration statement covering the securities described above (the “Resale
Registration Statement”).
This press release does not constitute an offer
to sell or a solicitation of an offer to buy the securities in this offering, nor shall there be any sale of these securities in any state
or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the
securities laws of any such state or other jurisdiction.
About 60 Degrees Pharmaceuticals, Inc.
60 Degrees Pharmaceuticals, Inc., founded in 2010,
specializes in developing and commercializing new medicines for the treatment and prevention of vector-borne disease. The Company achieved
U.S. Food and Drug Administration approval of its lead product, ARAKODA® (tafenoquine), for malaria prevention, in 2018. ARAKODA is
commercially available in the U.S. and Australia. 60 Degrees Pharmaceuticals, Inc. also collaborates with prominent research and academic
organizations in the U.S. and Australia. 60 Degrees Pharmaceuticals, Inc. is headquartered in Washington, D.C., with a subsidiary in Australia.
Learn more at www.60degreespharma.com.
Cautionary Note Regarding Forward-Looking Statements
This press release may contain "forward-looking
statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995.
Forward-looking statements reflect the current view about future events, which include, among others, statements related to the completion
of the private placement, the satisfaction of customary closing conditions related to the private placement and the intended use of proceeds
from the private placement. When used in this press release, the words "anticipate," "believe," "estimate,"
"expect," "future," "intend," "plan," or the negative of these terms and similar expressions,
as they relate to us or our management, identify forward-looking statements. Forward-looking statements are neither historical facts nor
assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding
the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, activities of regulators
and future regulations and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent
uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual
results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not
rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ
materially from those indicated in the forward-looking statements include, among others, the following: there is substantial doubt as
to our ability to continue on a going-concern basis; we might not be eligible for Australian government research and development tax rebates;
if we are not able to successfully develop, obtain FDA approval for, and provide for the commercialization of non-malaria prevention indications
for tafenoquine (ARAKODA® or other regimen) or castanospermine in a timely manner, we may not be able to expand our
business operations; we may not be able to successfully conduct planned clinical trials or patient recruitment in our trials might be
slow or negligible; and we have no manufacturing capacity which puts us at risk of lengthy and costly delays in bringing our products
to market, and general market and other conditions. More detailed information about the Company and the risk factors that may affect
the realization of forward-looking statements is set forth in the Company's filings with the Securities and Exchange Commission ("SEC"),
including the information contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March
30, 2026, and our subsequent SEC filings. Investors and security holders are urged to read these documents free of charge on
the SEC's website at www.sec.gov. As a result of these matters, changes in facts, assumptions not being realized or other circumstances,
the Company's actual results may differ materially from the expected results discussed in the forward-looking statements contained in
this press release. Any forward-looking statement made by us in this press release is based only on information currently available to
us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether
written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except
as required by law.
Media Contact:
Kristen Landon
kristenlandon@60degreespharma.com
Investor Contact:
Patrick Gaynes
patrickgaynes@60degreespharma.com
