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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):
September 3, 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 1.01 Entry into a Material
Definitive Agreement.
On September 3, 2025, 60 Degrees Pharmaceuticals,
Inc. (the “Company”) entered into an At-The-Market Sales Agreement (the “Sales Agreement”) with H.C. Wainwright
& Co., LLC (“Wainwright”) pursuant to which the Company may, from time to time, offer and sell shares (the “ATM
Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”), having aggregate gross sales proceeds
of up to $1,397,533 (the “ATM Offering”), through or to Wainwright, acting as sales agent or principal, subject to the Company’s
current “baby shelf” limitations under General Instruction I.B.6. of Form S-3.
Subject to the terms and conditions of the Sales
Agreement, Wainwright will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell the
ATM Shares from time to time, based upon the Company’s instructions. The Company has provided Wainwright with customary indemnification
and contribution rights in favor of the Agents, and the Wainwright will be entitled to a commission of 3.0% of the gross proceeds from
each sale of the ATM Shares pursuant to the Sales Agreement.
Sales of the ATM Shares, if any, under the Agreement
will be made by any method permitted by law deemed to be “at the market offerings” as defined in Rule 415 under the Securities
Act of 1933, as amended (the “Securities Act”). The Company has no obligation to sell any of the ATM Shares and may at any
time suspend offers under the Sales Agreement or terminate the Sales Agreement.
This description of the Sales Agreement does not
purport to be complete and is qualified in its entirety by reference to the Sales Agreement, which is attached hereto as Exhibit 1.1 and
incorporated by reference herein.
The Company Common Stock to be sold under the
Sales Agreement, if any, will be issued and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-280796),
which was filed with the Securities and Exchange Commission (the “SEC”) on July 12, 2024, and declared effective by the (“SEC”)
on July 18, 2024, including the base prospectus contained therein, and a prospectus supplement dated September [_], 2025 (the “Prospectus
Supplement”) relating to the offer and sale of the shares pursuant to the Sales Agreement.
This Current Report on Form 8-K shall not constitute
an offer to sell or a solicitation of an offer to buy any shares of Company Common Stock nor shall there be any sale of shares of Company
Common Stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or other jurisdiction. The legal opinion of Sichenzia Ross Ference Carmel LLP relating to
the legality of the issuance and sale of the ATM Shares pursuant to the ATM Offering is attached hereto as Exhibit 5.1 to this Current
Report on Form 8-K and is incorporated by reference herein.
Item 1.02 Termination of a Material Definitive Agreement.
On September 3, 2025, 60 Degrees Pharmaceuticals, Inc. (the “Company”)
and Wallachbeth Capital LLC (“Wallachbeth”) entered into a Waiver and Termination Agreement of the At-The-Market Issuance
Sales Agreement, dated June 4, 2024 (the “ATM Agreement”). The Company and Wallachbeth agreed to waive the 10-day notice termination
period (the “Notice Termination Period”), and the Company exercised its right to the immediate termination of the ATM Agreement,
effective as of September 3, 2025, and both parties were released from any obligations under the ATM Agreement as of the same date.
Item 9.01 Financial Statements and Exhibits
(a) Exhibits
| Number |
|
Description |
| 1.1 |
|
Sales Agreement, dated as of September 5, 2025, by and among the 60 Degree Pharmaceuticals, Inc. and H.C. Wainwright & Co., LLC, |
| 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: September 5, 2025 |
By: |
/s/ Geoffrey Dow |
| |
Name: |
Geoffrey Dow |
| |
Title: |
Chief Executive Officer and President |
