60 DEGREES PHARMACEUTICALS, INC.
For the period ended Nov 6, 2024. Filed Oct 15, 2024.
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Nov 6, 2024 · Filed Oct 15, 2024
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Effects of a Reverse Stock Split
As of the effective date of the Reverse Stock Split:
a certain number shares of common stock outstanding (depending on the Reverse Stock Split ratio selected by the Board) will be combined, automatically and without any action on the part of the Company or its stockholders, into one new share of common stock;
no fractional shares of common stock will be issued; instead, stockholders who would otherwise receive a fractional share will receive a whole share in lieu of any fractional share of common stock (as detailed below);
proportionate adjustments will be made to the number of shares issuable upon the exercise or vesting of all then-outstanding stock options and warrants which will result in a proportional decrease in the number of shares of common stock reserved for issuance upon exercise or vesting of such stock options and warrants and, in the case of stock options, a proportional increase in the exercise price of all such stock options;
the number of shares of common stock then reserved for issuance under our equity compensation plan will be reduced proportionately; and
the total number of authorized shares of common stock will remain at 150,000,000.
The following table summarizes, for illustrative purposes only, the anticipated effects of a Reverse Stock Split on our shares available for issuance based on information as of the Record Date (unless otherwise noted below) and without giving effect to the treatment of fractional shares.
Assuming this Proposal Is Approved by Stockholders and Implemented by the Board:
| Status | Number of Shares of Common Stock Authorized | Number of Shares of Common Stock Issued and Outstanding | Number of Shares of Common Stock Reserved for Future Issuance(1) | Number of Shares of Common Stock Authorized but Unissued and Unreserved | Hypothetical Initial Market Value of Shares of Common Stock Authorized but Unissued and Unreserved* |
|---|---|---|---|---|---|
| Pre-Reverse Stock Split | 150,000,000 | 1,861,914 | 10,237,057 | 137,901,029 | $132,384,987.84 |
| Post-Reverse Stock Split 1:3 | 150,000,000 | 620,638 | 3,412,352 | 145,967,010 | $140,128,329.60 |
| Post-Reverse Stock Split 1:5 | 150,000,000 | 372,383 | 2,047,411 | 147,580,206 | $141,676,997.76 |
- Based on a hypothetical post-split stock price calculated by multiplying the closing stock price on October 14, 2024 of $0.96 by the split ratio.
(1) Includes shares of common stock reserved for issuance (i) upon the exercise of currently exercisable warrants and options and (ii) under the 2022 Plan less any exercised or converted awards, and (iii) upon the exercise of 6,014,493 warrants that will become exercisable assuming the approval by the Company’s stockholders of Proposal No. 1 of this Proxy Statement.
A Reverse Stock Split would affect all stockholders uniformly. As of the effective date of the Reverse Stock Split which shall be determined by the Board in its sole discretion (“Effective Date”), each stockholder would own a reduced number of shares of common stock. Percentage ownership interests, voting rights and other rights and preferences would not be affected, except to the extent that the Reverse Stock Split would result in fractional shares (as described below).
A Reverse Stock Split would not affect the registration of our common stock under Section 12(b) of the Exchange Act and we would continue to be subject to the periodic reporting and other requirements of the Exchange Act. Barring delisting by Nasdaq, our common stock would continue to be listed on Nasdaq under the symbol “SXTP,” but would have a new Committee on Uniform Securities Identification Procedures number after the effective date.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.