60 DEGREES PHARMACEUTICALS, INC.

As filed with the U.S. Securities and Exchange Commission on February 14, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

1025 Connecticut Avenue NW Suite 1000

Washington, D.C. 20036

202-327-5422

Geoffrey S. Dow

President and Chief Executive Officer

1025 Connecticut Avenue NW Suite 1000

Washington, D.C. 20036

(202) 327-5422

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Ross D. Carmel, Esq.

**Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas, 31st Floor

New York, New York 10036

Telephone: (212) 930-9700

Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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 to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED FEBRUARY 14, 2025

PRELIMINARY PROSPECTUS

3,735,977 Shares of Common Stock

This prospectus relates to the resale, from time to time, of up to an aggregate of 3,735,977 shares of common stock, par value $0.0001 per share (the “common stock”), of 60 Degrees Pharmaceuticals, Inc., by the selling stockholders named elsewhere in this prospectus (“Selling Stockholders”). The shares of common stock included in this prospectus consist of: (i) 2,043,098 shares of our common stock issuable upon exercise of common warrants (the “January 2025 Common Warrants”) at an exercise price of $0.771 per share acquired by certain of the Selling Stockholders in the private placement that closed on January 30, 2025 (the “January 2025 Offering”); (ii) 1,503,500 shares of our common stock issuable upon exercise of common warrants (the “February 2025 Common Warrants” and, together with the January 2025 Common Warrants, the “Common Warrants”) at an exercise price of $0.59 per share acquired by certain of the Selling Stockholders in the private placement that closed on February 6, 2025 (the “February 2025 Offering”); (iii) 76,616 shares of our common stock issuable upon exercise of warrants (the “January 2025 Placement Agent Warrants”) at an exercise price of $1.2763 per share acquired by the placement agent in the January 2025 Offering; and (iv) 112,763 shares of our common stock issuable upon exercise of warrants (the “February 2025 Placement Agent Warrants” and, together with the January 2025 Placement Agent Warrants, the “Placement Agent Warrants”) at an exercise price of $0.8938 per share acquired by the placement agent in the February 2025 Offering.

Each Common Warrant was immediately exercisable upon the issuance date and will expire twenty-four months from the date of from issuance, and each Placement Agent Warrant was immediately exercisable upon the issuance date and will expire twenty-four months from the date of issuance.

This prospectus also covers any additional shares of common stock that may become issuable upon any adjustment pursuant to the terms of the Common Warrants and the Placement Agent Warrants issued to the Selling Stockholders by reason of stock splits, stock dividends and other events described therein.

The Selling Stockholders, or their respective transferees, pledgees, donees or other successors-in-interest, may sell the shares of common stock at prevailing market or privately negotiated prices, including in one or more transactions that may take place by ordinary broker’s transactions, privately negotiated transactions or through sales to one or more dealers for resale. The Selling Stockholders may sell any, all or none of the securities offered by this prospectus, and we do not know when or in what amount the Selling Stockholders may sell the shares underlying the Common Warrants and Placement Agent Warrants, as applicable, hereunder following the effective date of this registration statement of which this prospectus forms a part. We provide more information about how a Selling Stockholder may sell its shares in the section titled “Plan of Distribution” on page 131 of this prospectus.

We cannot predict when and in what amounts or if any of the Common Warrants or the Placement Agent Warrants will be exercised. We have agreed to bear all of the expenses incurred in connection with the registration of the shares underlying the Common Warrants and the Placement Agent Warrants. The Selling Stockholders will pay or assume discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for the sale of the shares underlying the Common Warrants and the Placement Agent Warrants.

See the section entitled, “Selling Stockholders” for additional information regarding the Selling Stockholders.

We are registering the shares underlying the Common Warrants and the Placement Agent Warrants on behalf of the Selling Stockholders, to be offered and sold by them from time to time. We will not receive any proceeds from the sale of the shares of common stock by the Selling Stockholders in the offering described in this prospectus. However, we will receive aggregate proceeds of up to approximately (i) $1,575,229 from the cash exercise of the January 2025 Common Warrants; (ii) $887,065 from the cash exercise of the February 2025 Common Warrants; (iii) $97,785 from the cash exercise of the January 2025 Placement Agent Warrants; and (iv) $100,788 from the cash exercise of the February 2025 Placement Agent Warrants. See “Use of Proceeds.”

We are an “emerging growth company” and a “smaller reporting company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and have elected to comply with certain reduced public company reporting requirements. See “Summary—Implications of Being an Emerging Growth Company and Smaller Reporting Company.”

Our common stock is listed on The Nasdaq Capital Market under the symbol “SXTP.” The closing price of our common stock on February 13, 2025 as reported by The Nasdaq Capital Market, was $0.626. There is no established trading market for the Common Warrants and the Placement Agent Warrants and we do not intend to list the Common Warrants and the Placement Agent Warrants on any securities exchange or nationally recognized trading system.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 26 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

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