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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 12, 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 12, 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 12, 2026 | By: | /s/ Geoffrey Dow |
| Name: | Geoffrey Dow | |
| Title: | Chief Executive Officer and President | |
2
Exhibit 5.1
March 12, 2026
60 Degrees Pharmaceuticals, Inc.
1025 Connecticut Avenue NW, Suite 1000
Washington, D.C. 20036
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection with the proposed offer and sale by 60 Degrees Pharmaceuticals, Inc., a Delaware corporation (the “Company”), of up to an aggregate offering price of up to $981,000 of the Company’s common stock, par value $0.0001 per share (the “Shares”), pursuant to a Registration Statement on Form S-3 (File No. 333-280796) (the “Registration Statement”), which was filed under the Securities Act of 1933, as amended (the “Securities Act”), with the Securities and Exchange Commission (the “SEC”) on July 12, 2024, as amended, and declared effective by the SEC on July 18, 2024, a base prospectus supplement dated September 5, 2025, and a prospectus supplement, dated March 11, 2026 (the “Prospectus Supplement”). We understand that the Shares are proposed to be offered and sold by the Company through H.C. Wainwright & Co., LLC., as sales agent, pursuant to that certain At-The-Market Sales Agreement, dated as of September 5, 2025, by and between the Company and the Agent (the “Sales Agreement”).
In connection with the preparation of this opinion, we have examined the Registration Statement and such documents and considered such questions of law as we have deemed necessary or appropriate. We have assumed the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof and the genuineness of all signatures. As to questions of fact material to our opinions, we have relied upon the certificates of certain officers of the Company without independent investigation or verification.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and sold in the manner described in the Sales Agreement and in accordance with the Registration Statement, will be validly issued, fully paid and non-assessable.
We are members of the bar of the State of New York. We express no opinion as to the laws of any jurisdiction other than the laws of the State of New York, the corporation laws of the State of Delaware and the federal laws of the United States of America. Insofar as the matters covered by this opinion may be governed by the laws of other states or the corporate laws of the State of Delaware, we have assumed that such laws are identical in all respects to the laws of the State of New York.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed with the SEC on the date hereof, which is incorporated by reference into the Registration Statement. In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
This opinion is intended for use in connection with the offer and sale of the Shares pursuant to the Sales Agreement and is not to be relied upon for any other purpose. This opinion is rendered as of the date hereof and based solely on our understanding of facts in existence as of such date after the examination described in this opinion. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention whether or not such occurrence would affect or modify the opinions expressed herein.
| Very truly yours, | |
| /s/ Sichenzia Ross Ference Carmel LLP |
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