60 DEGREES PHARMACEUTICALS INC
For the period ended Jun 30, 2024. Filed Aug 14, 2024.
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Jun 30, 2024 · Filed Aug 14, 2024
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Unregistered Sales of Equity Securities and Use of Proceeds
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(A) Unregistered Sales of Equity Securities
| ● | On July 22, 2024, the Company converted 1,291 shares (the “Series A Shares”) of its Series A preferred stock (“Series A Preferred Stock”) held by an investor into 40,000 shares of common stock of the Company, and on July 26, 2024, the Company converted an additional 1,032 Series A Shares held by the investor into 33,334 shares of common stock of the Company. The Series A Shares were initially issued to the investor on July 14, 2023 as a result of the extinguishment of debt owed by the Company to the investor. The shares of Series A Preferred Stock are convertible into shares of common stock, solely at the Company’s discretion, determined by (i) multiplying the number of shares of Series A Preferred Stock to be converted by $100, (ii) adding to the result all accrued and accumulated and unpaid dividends on such shares to be converted, if any, and then (iii) dividing the result by a price equal to the lower of (1) $100, (2) the price paid for the shares of common stock in the initial public offering of the Company, as adjusted for the Reverse Stock Split after August 12, 2024, and (3) the 10-day volume weighted average share price immediately preceding the Company’s election to convert the shares of Series A Preferred Stock. |
The issuance of the capital stock listed above was deemed exempt from registration under Section 3(a)(9) of the Securities Act of 1933. This exemption applies because the common stock was exchanged by the issuer with its existing security holder exclusively, and no commission or other remuneration was paid or given directly or indirectly for soliciting the exchange.
(B) Use of Proceeds
Not applicable.
(C) Issuer Purchases of Equity Securities
None.
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