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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): March 13, 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 8.01 Other Events.
On March 13, 2026, 60
Degrees Pharmaceuticals, Inc. (the “Company”) filed an updated legal opinion of counsel regarding the shares of common stock
issued and sold under its “at-the-market” equity offering program (the “ATM Program”) pursuant to the Sales Agreement,
dated September 5, 2025, entered into by and between the Company and HC Wainwright & Co., LLC. The updated opinion is attached hereto
as Exhibit 5.1.
The updated legal opinion
does not affect the terms of the ATM Program but provides confirmation regarding the validity of the shares that may be sold under the
program and certain matters related to the offering of shares under applicable law.
The foregoing description
of the opinion does not purport to be complete and is qualified in its entirety by reference to the full text of the opinion filed as
Exhibit 5.1 hereto.
Item 9.01 Financial Statements and Exhibits
(a) Exhibits
| Number |
|
Description |
| 5.1 |
|
Opinion of Sichenzia Ross Ference Carmel LLP |
| 23.1 |
|
Consent of Sichenzia Ross Ference Carmel LLP (included in the opinion filed as Exhibit 5.1) |
| 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: March 13, 2026 |
By: |
/s/ Geoffrey Dow |
| |
Name: |
Geoffrey Dow |
| |
Title: |
Chief Executive Officer and President |
2