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):

November 6, 2024

 

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))

 

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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		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 November 6, 2024, 60 Degrees Pharmaceuticals, Inc., a Delaware corporation (the “Company”), held its virtual 2024 Special Stockholders Meeting (the “Meeting”).

 

As of the close of business on September 20, 2024, the record date for the determination of stockholders entitled to vote at the Meeting, there were 1,861,914 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 757,736 shares of the voting stock entitled to notice of and to vote at the Meeting were represented in person or by proxy, representing approximately 40.70% 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.

Approval of the exercise of the Warrants issued by the Company on September 5,2024 to purchase up to an aggregate of 6,014,493 shares of the Company’s common stock, par value $0.0001 per share, under applicable rules and regulations of the Nasdaq Stock Market LLC.

 

Votes For				Votes Against				Abstentions
	259,282				14,312				2,292

 

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 500,000 shares.

 

Votes For				Votes Against				Abstentions
	253,106				21,172				1,608

 

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 1:5 inclusive, as determined by the Board of Directors of the Company in its sole discretion:

 

Votes For				Votes Against				Abstentions
	675,553				77,032				5,151

 

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 approve adjourning the Special Meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes in favor of the Warrants Proposal, the 2022 Plan Amendment Proposal and the Certificate of Incorporation Amendment Proposal at the time of the Special Meeting.

 

Votes For				Votes Against				Abstentions
	674,854				77,335				5,545

 

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.

 

 

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.

 

Date: November 6, 2024			60 DEGREES PHARMACEUTICALS, INC.
			By:	/s/ Geoffrey Dow
			Name:	Geoffrey Dow
			Title:	Chief Executive Officer and President