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June 8, 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. Franklin Wyman, Mr. Kevin Kuhar, Mr. Joshua Gorsky and Mr. Tim Buchmiller

    Re:
    60 Degrees Pharmaceuticals, Inc.

    Amendment No. 4 to Form S-1

    CIK No. 0001946563

Dear Mr. Wyman, Mr. Kuhar, 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 (the “SEC”) contained in its letter of June 6, 2023 with respect to the Company’s Amendment
No. 4 to the Registration Statement on Form S-1 (the “Form S-1/A4”) 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. 5 to the Form S-1 (the “Form S-1/A5”) submitted
concurrently with the submission of this letter in response to the Staff’s comments.

Amendment No. 4 to Registration Statement on Form S-1, filed June
1, 2023

Selling Stockholders, page A-16

1. We note your revisions in response to prior
comment 1. However, we continue to note that the number of shares offered by the selling stockholders, as indicated under the column "Shares
Offered by this Prospectus," does not appear to total the 2,224,763 shares of common stock indicated in the heading on the cover
page of the resale prospectus. In this regard, we note that the shares offered by the selling stockholders do not appear to include the
231,917 shares of common stock issuable upon the exercise of warrants that are to be issued on the date of effectiveness of the registration
statement and that are indicated as being offered in your resale prospectus in clause (iv) of the first paragraph of the resale prospectus
cover page. Please revise or advise as appropriate.

The Company respectfully acknowledges the Staff’s
comment and has updated the number of shares in the column “Shares Offered by this Prospectus” in the selling stockholders
table in the resale prospectus.

Notes to Unaudited Consolidated Condensed Financial Statements

2. Summary of Significant Accounting Policies

Research and Development Costs, page F-36

Please expand your disclosure to include information
in your response, regarding key terms governing these share-based payments, particularly the absence of any vendor performance or repayment
obligations, the nature and timing of services that you expect each of these vendors to provide and factors that you considered in determining
the likelihood of service delivery in future periods. Also, disclose the identity of executives surrendering their Founder Shares and
the purpose of these share cancellations.

The Company respectfully acknowledges the Staff’s
comment. The Company has expanded the disclosure in the Notes to Unaudited Consolidated Condensed Financial Statements 2. Summary of Significant
Accounting Policies Research and Development Costs, page F-36 as follows (added text bolded):

“The Company accounts for research
and development costs in accordance with ASC subtopic 730-10, “Research and Development” (“ASC 730-10”). Under
ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development
costs are expensed as incurred. Prepaid research and development costs are deferred and amortized over the service period, as the services
are provided.

The Company recorded $123,994 in research
and development costs expense during the three months ended March 31, 2023 ($63,057 for the three months ended March 31, 2022). During
the three months ended March 31, 2023, the Company deferred prepaid research and development costs in exchange for share-based payments
of 525,000 common stock shares and 405,000 common stock shares to nonemployees, Kentucky Technology Inc. and Florida State University
Research Fund, Inc, respectively. The agreements with these nonemployees do not include any provisions to claw back the share-based
payments in the event of nonperformance by the nonemployees. Subject to applicable federal and state security laws, the nonemployees can
sell the received equity instruments. Kentucky Technology Inc. is expected to render research and development services to identify of
a combination drug partner for tafenoquine over a period of one year. Florida State University Research Fund, Inc. is expected to render
research and development services related to development of celgosivir over a period of up to five years. At March 31, 2023, the Company
recorded $3,030,000 current unamortized deferred prepaid research and development costs ($0 at March 31, 2022) and $1,532,342 non-current
unamortized deferred prepaid research and development costs ($0 at March 31, 2022).”

The Company has expanded the disclosure in the Notes
to Unaudited Consolidated Condensed Financial Statements 6. Capitalization And Equity Transactions, page F-41 as follows (added text in
bold):

“…During the three months
ended March 31, 2023, the Board of Directors, with the consent of Tyrone Miller and Geoffrey S. Dow, respectively, approved resolutions
to cancel 192,101 shares of common stock issued to Tyrone Miller and 1,258,899 shares of common stock issued to the Geoffrey S. Dow Revocable
Trust to allow the Company to issue new shares to vendors in exchange for valuable services to be provided for use in the Company’s
operations. The cancelled shares represented approximately 61% of the issued and outstanding shares as of December 31, 2022. During
the three months ended March 31, 2023, the Company issued a total of 1,443,000 shares of common stock to certain vendors as prepayment
for services to be provided to the Company. As of March 31, 2023, 2,378,009 shares have been issued and were outstanding.”

3. In this regard, your response states that
the vendors have no obligation to deliver goods or render services in the future to retain the equity instruments. Your response also
notes that the Company will receive a future benefit as the vendors perform services or provide goods. Please explain your basis for
deferring $6.3 million of these compensation costs, when no future performance obligation exists for any of these vendors or clarify
the apparent discrepancy in your response. Refer us to the technical guidance upon which you relied.

The Company respectfully acknowledges the Staff’s
comment. During the three months ended March 31, 2023, the Company issued 1,443,000 shares of common stock of the Company to vendors prior
to the commencement of services by or receiving goods from the vendors. The issued shares of common stock of the Company were determined
to be share-based payments under the guidance of ASC 718 – Compensation – Stock Compensation, as the share-based payments
were issued to nonemployees in exchange for services to be used in the Company’s operations. The agreements with the vendors do
not include any provisions to claw back the share-based payments in the event of nonperformance by the vendors. Accordingly, these share-based
payments were non-refundable advance payments to the vendors for services the company anticipates receiving. Subject to applicable federal
and state security laws, the vendors can sell the received equity instruments.

1,150,000 of the 1,443,000 shares were issued to four
vendors: Kentucky Technology, Inc. (Kentucky) (525,000 shares), Florida State University Research Foundation, Inc (FSURF) (405,000 shares),
Trevally, LLC (Trevally) (120,000 shares) and Carmel, Milazzo & Feil LLP (Carmel) (100,000 shares). These agreements have been provided
in this submission on a confidential basis only for the purposes of facilitating SEC review. A brief summary of the nature of the agreements
with each vendor, together with the Company’s expectation about future value to be provided, is outlined below:

FSURF: The Company has entered into
a services agreement (as amended) in which the Company issued shares as consideration for the performance of research and development
services related to advancement of the Company’s antiviral product, celgosivir. The first research project will be the provision
of consulting services by the University throughout the duration of the agreement. Thereafter, the agreement calls for the funding of
additional research and development services of mutual interest to FSURF and the Company using the proceeds of sale of the Company’s
shares by FSURF, triggered by the issuance of a purchase order by the Company. Until additional projects are added in such a manner, the
Company has elected to expense the pre-paid asset over a period of five years (the approximate estimated duration of provision of services)
on a pro-rata basis. The Company has high confidence that FSURF will execute the desired services, because its investigators have a professional
scientific interest in advancing celgosivir into human clinical trials, and the University has licensed intellectual property related
to celgosivir for COVID-19 and other viral diseases to the Company.

KENTUCKY: The Company has entered
into a relationship with Kentucky, in which the Company issued shares as consideration for the performance of research and development
services related to advancement of a potential combination drug for malaria, for which one of the components is tafenoquine, the active
ingredient in the Company’s FDA approved malaria drug Arakoda. As currently written, the deliverable is for the University to provide
the following: “Dr. Kiplin Guy’s lab at the University will provide a written assessment of the potential combination partners
for tafenoquine for commercial development for radical cure of malaria caused by any malaria species.” Dr. Kiplin Guy is a prominent
malaria researcher and has recently published data for an antimalarial drug, SJ733 (see https://pubmed.ncbi.nlm.nih.gov/35598441/), which
the Company believes would be a good combination partner drug for Tafenoquine. Dr. Kiplin Guy and the Company’s CEO have known each
other for twenty years. Based on the strength of that relationship, the Company has high confidence that the services agreement will be
performed as outlined in the Agreement. The Company is hopeful that the agreement may ultimately lead to a valuable licensing opportunity
for the Company. Initially, the Company has elected to expense the prepaid asset over 12 months since this is approximate timeline for
the first deliverable, but may extend that timeline if the scope of the agreement changes in the future.

TREVALLY: Trevally is a private company
that manufactures research chemicals including the botanical precursor of celgosivir, castanospermine. Per the agreement, Trevally will
provide the castanopsermine at kilogram scale, which is not possible to obtain commercially through any other source at such scale, and
certainly not with lead times the Company can control. Castanospermine is stable for many years and is a required starting material to
support the manufacture of GMP-grade celgosivir for clinical studies. Clinical studies with celgosivir could occur at any time in the
next five years, and securing a supply of critical starting material will ensure it will be control of the manufacturing timeline to support
such clinical studies. The Company expects delivery of the castanospermine in the next twelve months and so has recorded a short term
vendor deposit. Upon delivery of the castanospermine, the Company will relieve the prepaid asset and record an inventory asset.

CARMEL: In an agreement dated January
2, 2023, the Company issued shares in exchange for valuable legal services to be provided over the next year. Since the services weren’t
performed at the time the shares were granted, the Company booked the shares as a pre-paid expense to be expensed as the services are
provided. In two modifications in May 2023 and June 2023, the agreement was amended to clarify the services, by extending the period over
which the services will be provided. These amendments were not determined to be a material subsequent event to the March 31, 2023 financial
statements.

The Company considered the following guidance in ASC
718-10-35-1B to evaluate when to recognize the compensation cost associated with the share-based payments (emphasis added in bold):

If fully vested, nonforfeitable equity instruments
are granted at the date the grantor and nonemployee enter into an agreement for goods or services (no specific performance is required
by the nonemployee to retain those equity instruments), then, because of the elimination of any obligation on the part of the nonemployee
to earn the equity instruments, a grantor shall recognize the equity instruments when they are granted (in most cases, when the agreement
is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized
as contra-equity under the requirements of paragraph 718-10-45-3) depends on the specific facts and circumstances.

Based on the terms of the agreements described in
the previous paragraph, the Company concluded the grants were fully vested, nonforfeitable equity instruments the date the Company and
the vendors entered into the agreements for goods or services and no specific performance is required by the vendors to retain those equity
instruments. The Company determined the equity instruments should be recognized when the agreements were entered into.

For the 930,000 shares issued in exchange for research and development
services to FSURF and Kentucky, the Company next considered guidance in ASC 730 – Research and Development, to determine if the
cost qualifies for deferral as a prepaid R&D asset. Specifically, ASC 730-20 states the following:

ASC 730-20-25-13 Nonrefundable
advance payments for goods or services that have the characteristics that will be used or rendered for future research and development
activities pursuant to an executory contractual arrangement shall be deferred and capitalized. The guidance in this paragraph does not
apply to refundable advance payments for future research and development activities. An entity shall not apply the guidance in this paragraph
by analogy to other types of advance payments.

ASC 730-20-35-1 Nonrefundable
advance payments capitalized under paragraph 730-20-25-13 shall be recognized as an expense as the related goods are delivered or the
related services are performed. An entity shall continue to evaluate whether it expects the goods to be delivered or services to be rendered.
If an entity does not expect the goods to be delivered or services to be rendered, the advance payment capitalized under paragraph 730-20-25-13
shall be charged to expense. The guidance in this paragraph does not apply to refundable advance payments for future research and development
activities. An entity shall not apply the guidance in this paragraph by analogy to other types of advance payments.

At the reporting date the Company expects the R&D
services to be rendered by vendors and in accordance with the above guidance has deferred the share-based compensation cost as a prepaid
research and development asset. As discussed in Question 2 above, the Company will clarify in its disclosures the basis for deferral of
these costs as a prepaid asset and provide guidance on when it expects the related R&D services to be rendered and prepaid amounts
to be recognized as R&D expense.

For the 513,000 shares issued in exchange for other
goods and services, including the 120,000 shares and 100,000 shares issued to Trevally and Carmel, respectively, the Company next considered
guidance in ASC 340 – Other Assets and Deferred Costs, to determine if the cost qualif