SecProbe.io

CORRESP
1
filename1.htm

April 28, 2023

Via
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:

    Mr. Joshua
    Gorsky and Mr. Tim Buchmiller

    Re:
    60 Degrees Pharmaceuticals, Inc.

    Amendment No. 1 to Registration Statement on Form S-1

    Filed on April 3, 2023

    File No. 333-269483

Dear
Mr. Gorsky, and Mr. Buchmiller:

On
behalf of 60 Degrees Pharmaceuticals, Inc. (the “Company”), we have set forth below responses to the comments of the
staff (the “Staff”) of the Securities and Exchange Commission contained in its letter of April 14, 2023 with respect
to the Company’s Amendment No. 1 to the Registration Statement on Form S-1 (the “Form S-1/A”) as noted above.

For
your convenience, the text of the Staff’s comments is set forth below in bold, followed in each case by the Company’s responses.
Please note that all references to page numbers in the responses are references to the page numbers in the Amendment No. 2 to the Form
S-1(the “Form S-1/A2”) submitted concurrently with the submission of this letter in response to the Staff’s
comments.

Form
S-1/A, Submitted April 3, 2023

Cover
Page

1.
At the top of the cover page, please disclose the number of shares of common stock underlying the warrants that are being offered in
this transaction.

Please
be advised that each unit offered in the offering contains one share of common stock and one warrant to purchase one share of common
stock. The top of the cover page has been edited to include the total number of shares of common stock underlying the units that will
be offered and the total number of shares of common stock underlying the warrants included in the units.

Principal
Stockholders, page 105

2.
Under the Knight Debt Conversion Agreement it appears that Knight may be the beneficial owner of more than five percent of your common
stock after the consummation of your public offering. If so, please revise your disclosure under the heading "Percent of Class After
Offering" to show Knight's beneficial ownership of the common stock and ensure that you disclose the natural persons with beneficial
ownership over those shares.

Please
be advised that we have included Knight as a 5%+ holder in the “Principal Stockholders” section of the Form S-1/A2.

Exhibit
Index, page II-5

3.
We note your disclosure in the footnotes to the exhibit index that parts of certain information have been redacted. If you intend to
redact information pursuant to Item 601(b)(10)(iv) of Regulation S-K, please revise each applicable exhibit to include a prominent statement
on the first page of such redacted exhibit that certain identified information has been excluded because it is both not material and
the type of information that the registrant treats as private or confidential. Refer to Item 601(b)(10)(iv) of Regulation S-K.

Please
be advised that we have added the requested prominent statement on the first page of each applicable exhibit.

In
addition, please be advised that per the Staff’s additional requests on April 14, 2023, we have separated the prospectus into two,
the other being for the resale offering, and have filed the Certificate of Amendment of Certificate of Incorporation, of which amends
Article 12 to include a statement that the exclusive forum provision with regard to the Court of Chancery of the State of Delaware does
not apply to claims arising under federal securities laws. Also, unredacted Exhibit 10.20 and Exhibit 10.34 have been submitted to the
Staff.

We
trust that the above is responsive to your comments.

Should
you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please contact me at 646-838-1310.

    Sincerely,

    /s/Ross Carmel

    Ross Carmel, Esq.

    Carmel, Milazzo & Feil
    LLP