SecProbe.io

CORRESP
 1
 filename1.htm

 July 10, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street

 NE Washington, D.C. 20549

 Re:
 60 Degrees Pharmaceuticals, Inc.

 Registration Statement on Form S-1

 File No. 333-288550

 Ladies and Gentlemen:

 In accordance
with Rule 461 under the Securities Act of 1933, as amended (the "Securities Act"), H.C. Wainwright & Co., LLC ("Wainwright"),
as placement agent on a best-efforts basis, hereby joins 60 Degrees Pharmaceuticals, Inc. in requesting that the Securities and Exchange
Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-288550) (the "Registration Statement")
to become effective on Monday, July 14, 2025, at 5:15 p.m., Eastern Time, or as soon as practicable thereafter. Wainwright affirms that
it is aware of its obligations under the Securities Act as they pertain to the best efforts offering pursuant to the Registration Statement.

 [Signature Page Follows]

 Very truly yours,

 H.C. WAINWRIGHT & CO., LLC

 By:

 Name:
 Edward D. Silvera

 Title:
 Chief Operating Officer

 [Signature Page to Acceleration Request]

CORRESP
 1
 filename1.htm

 July
10, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street NE

 Washington,
D.C. 20549

 Attention:
Chris Edwards

 Re:
 60 Degrees Pharmaceuticals,
 Inc.

 Registration Statement
 on Form S-1

 File No. 333-288550

 Filed July 7, 2025

 Ladies
and Gentlemen:

 60
Degrees Pharmaceuticals, Inc. (the "Company") hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it may become effective at 5:15 p.m. Eastern Time on July 14, 2025, or as soon as practicable thereafter,
unless the Company notifies you otherwise prior to such time.

 In
making this acceleration request, the Company acknowledges that:

 i) should
 the Securities and Exchange Commission (the "Commission") or the staff, acting
 pursuant to delegated authority, declare the Registration Statement effective, it does not
 foreclose the Commission from taking any action with respect to the Registration Statement;

 ii) the
 action of the Commission or the staff, acting pursuant to delegated authority, in declaring
 the Registration Statement effective, does not relieve the Company from its full responsibility
 for the adequacy of the disclosure in the Registration Statement; and

 iii) the
 Company may not assert comments of the Commission or the staff and the declaration of effectiveness
 of the Registration Statement as a defense in any proceeding initiated by the Commission
 or any person under the federal securities laws of the United States.

 Once
the Registration Statement has been declared effective, please confirm orally that event with our counsel, Sichenzia Ross Ference Carmel
LLP, by contacting Ross Carmel, Esq. at (646) 838-1310 or rcarmel@srfc.law.

 Very truly yours,

 /s/
Geoffrey S. Dow

 Geoffrey S. Dow

 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 13, 2025

Geoffrey S. Dow
President and Chief Executive Officer
60 Degrees Pharmaceuticals, Inc.
1025 Connecticut Avenue NW, Suite 1000
Washington, D.C. 20036

 Re: 60 Degrees Pharmaceuticals, Inc.
 Draft Registration Statement on Form S-1
 Submitted June 6, 2025
 CIK No. 0001946563
Dear Geoffrey S. Dow:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. We remind you that the company and its
management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Chris Edwards at 202-551-6761 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Ross D. Carmel, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 60 DEGREES PHARMACEUTICALS, INC.

 1025 Connecticut Avenue NW Suite 1000

 Washington, D.C. 20036

 March 31, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 60 Degrees Pharmaceuticals, Inc.

 Acceleration Request for Registration Statement on Form S-1

 File No. 333-284983

 Requested Date: April 2, 2025

 Requested Time: 4:30 P.M. Eastern Time

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, 60 Degrees Pharmaceuticals, Inc. (the " Registrant ") hereby requests that
the above-referenced Registration Statement on Form S-1 (File No. 333-284983), as amended (the " Registration Statement ")
be declared effective at the "Requested Date" and "Requested Time" set forth above, or as soon as practicable
thereafter, or at such later time as the Registrant or its counsel may orally request via telephone call to the staff (the " Staff ")
of the Division of Corporation Finance of the Securities and Exchange Commission (the " Commission ").

 The Registrant acknowledges that
the Registrant and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.

 We request that we be notified
of the effectiveness of the Registration Statement by telephone to Ross D. Carmel, Esq. of Sichenzia Ross Ference Carmel LLP at (212)
930-9700. Thank you for your assistance.

 Very truly yours,

 /s/ Geoffrey Dow

 Geoffrey Dow

 Chief Executive Officer and President

 cc:
 Geoffrey Dow (Chief Executive Officer, 60 Degrees Pharmaceuticals, Inc.)

 Ross D. Carmel, Esq. (Sichenzia Ross Ference Carmel LLP)

February 19, 2025
Geoffrey Dow
President and Chief Executive Officer
60 Degrees Pharmaceuticals, Inc.
1025 Connecticut Avenue NW Suite 1000
Washington, D.C. 20036
Re:60 Degrees Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed February 14, 2025
File No. 333-284983
Dear Geoffrey Dow:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Ross D. Carmel, Esq.

CORRESP
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60 DEGREES PHARMACEUTICALS, INC.

1025 Connecticut Avenue NW Suite 1000

Washington, D.C. 20036

September 26, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Alan Campbell

    Re:
    60 Degrees Pharmaceuticals, Inc.

    Acceleration Request for Registration Statement on Form S-3

    File No. 333-282221

    Requested Date: September 30, 2024

    Requested Time: 4:05 P.M. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended, 60 Degrees Pharmaceuticals, Inc. (the “Registrant”) hereby requests that
the above-referenced Registration Statement on Form S-3 (File No. 333-282221) (the “Registration Statement”)
be declared effective at the “Requested Date” and “Requested Time” set forth above, or as soon as practicable
thereafter, or at such later time as the Registrant or its counsel may orally request via telephone call to the staff (the “Staff”)
of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”). The Registrant
hereby authorizes Ross D. Carmel, Esq. of Sichenzia Ross Ference Carmel LLP, counsel for the Registrant, to make such request on the Registrant’s
behalf.

The Registrant acknowledges that
the Registrant and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.

We request that we be notified
of the effectiveness of the Registration Statement by telephone to Ross D. Carmel, Esq. of Sichenzia Ross Ference Carmel LLP at (212)
930-9700. Thank you for your assistance.

    Very truly yours,

    /s/ Geoffrey Dow

    Geoffrey Dow

    Chief Executive Officer and President

    cc:
    Geoffrey Dow (Chief Executive Officer, 60 Degrees Pharmaceuticals, Inc.)

    Ross D. Carmel, Esq. (Sichenzia Ross Ference Carmel LLP)

September 24, 2024
Geoffrey Dow
Chief Executive Officer and President
60 Degrees Pharmaceuticals, Inc.
1025 Connecticut Avenue NW Suite 1000
Washington, D.C. 20036
Re:60 Degrees Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed September 19, 2024
File No. 333-282221
Dear Geoffrey Dow:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Ross D. Carmel, Esq.

CORRESP
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60 Degrees Pharmaceuticals, Inc.

1025 Connecticut
Avenue NW, Suite 1000

Washington,
DC 20036

July 16, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: 60 Degrees Pharmaceuticals, Inc. Request for Acceleration

 Registration Statement on Form S-3

 File No. 333-280796

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), 60 Degrees Pharmaceuticals, Inc., a Delaware corporation (the “Company”),
respectfully requests that the effective date of its Registration Statement on Form S-3 (File No. 333-280796)
(the “Registration Statement”), be accelerated so that it will become effective at 9:00 a.m., Eastern Time, on July 18, 2024
or as soon thereafter as possible.

In making this acceleration request, the Company
acknowledges that:

 (i) should the Securities and Exchange
Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective,
it does not foreclose the Commission from taking any action with respect to the Registration Statement;

 (ii) the action of the Commission
or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company
from its full responsibility for the adequacy of the disclosure in the Registration Statement; and

 (iii) the Company may not assert
comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

Once the Registration Statement is effective,
please orally confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling Philip
Magri at (646) 661-5203. We also respectfully request that a copy of the written order from the Commission verifying the effective
time and date of the Registration Statement be sent to our counsel, Sichenzia Ross Ference Carmel LLP, Attention: Philip
Magri, by facsimile to (212) 930-9725 or email at PMagri@SRFC.LAW.

If you have any questions regarding this request,
please contact Philip Magri of Sichenzia Ross Ference Carmel LLP at (646) 661-5203.

    Very truly yours,

    By:
    /s/ Geoffrey Dow

    Name:
    Geoffrey Dow

    Title:
    Chief Executive Officer and President

 cc: Philip Magri, Sichenzia
Ross Ference Carmel LLP

July 15, 2024
Geoffrey Dow
Chief Executive Officer and President
60 Degrees Pharmaceuticals, Inc.
1025 Connecticut Avenue NW Suite 1000
Washington, D.C. 20036
Re:60 Degrees Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed July 12, 2024
File No. 333-280796
Dear Geoffrey Dow:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Joshua Gorsky at 202-551-7836 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Philip Magri, Esq.

CORRESP
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WallachBeth Capital LLC

Harborside Financial Center Plaza 5

185 Hudson Street, Ste 1410

Jersey City, NJ 07311

VIA EDGAR

January 26, 2024

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tyler Howes, Attorney

    Re:
    60 Degrees Pharmaceuticals, Inc. (“Company”)

    Registration Statement on Form S-1, as amended

    File No. 333-276641

Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as representatives of the
several underwriters of the Company’s public offering, hereby join the Company’s request that the effective date of the above-referenced
Registration Statement be accelerated so that the above-referenced Registration Statement will be declared effective at 5:30 p.m., Eastern
Time, on Monday, January 29, 2024, or as soon as practicable thereafter.

Pursuant to Rule 460 under
the Securities Act, we, as representatives of the several underwriters, wish to advise you that there will be distributed to each Underwriter
or dealer, who is reasonably anticipated to participate in the distribution of the securities, as many copies of the proposed form of
preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We, the undersigned, as representatives
of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have
complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    WALLACHBETH CAPITAL, LLC

    /s/ Eric Schweitzer

    Name:
    Eric Schweitzer

    Title:
    Chief Compliance Officer

CORRESP
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60 Degrees Pharmaceuticals, Inc.

1025 Connecticut Avenue NW, Suite 1000

Washington, DC 20036

January 26, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tyler Howes, Attorney

    Re:
    60 Degrees Pharmaceuticals, Inc. Request for Acceleration

    Registration Statement on Form S-1

    File No. 333-276641

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933,
as amended (the “Securities Act”), 60 Degrees Pharmaceuticals, Inc., a Delaware corporation (the “Company”), respectfully
requests that the effective date of its Registration Statement on Form S-1 (File No. 333-276641) (the “Registration Statement”),
be accelerated so that it will become effective at 5:30 p.m., Eastern Time, on Monday, January 29, 2024, or as soon thereafter as possible.

In making this acceleration request, the Company acknowledges that:

    (i)
    should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

    (ii)
    the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy of the disclosure in the Registration Statement; and

    (iii)
    the Company may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Once the Registration Statement is effective, please orally confirm
the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling Philip Magri at (646) 661-5203. We also respectfully request
that a copy of the written order from the Commission verifying the effective time and date of the Registration Statement be sent to our
counsel, Sichenzia Ross Ference Carmel LLP, Attention: Philip Magri, by facsimile to (212) 930-9725 or email at PMagri@SRFC.LAW.

If you have any questions regarding this request,
please contact Philip Magri of Sichenzia Ross Ference Carmel LLP at (646) 661-5203.

    Very truly yours,

    By:
    /s/ Geoffrey Dow

    Name:
    Geoffrey Dow

    Title:
    Chief Executive Officer and President

cc:
Philip Magri, Sichenzia Ross Ference Carmel LLP

CORRESP
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60 Degrees Pharmaceuticals, Inc.

1025 Connecticut Avenue NW, Suite 1000

Washington, DC 20036

January 26, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tyler Howes, Attorney

Re: 60 Degrees Pharmaceuticals, Inc.

Registration Statement
on Form S-1

Initially Filed
January 22, 2024

File No. 333-276641

Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence
via EDGAR on January 22, 2024, in which we requested the acceleration of the effective date of the above-referenced Registration Statement
for Wednesday, January 24, 2024 at 5:00pm Eastern Time, which was subsequently changed to Thursday, January 25, 2024 at 5:30pm Eastern
Time, in accordance with Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement
be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective date.

    Very truly yours,

    By:
    /s/ Geoffrey S. Dow

    Name: Geoffrey S. Dow

    Title: Chief Executive Officer

cc: Philip Magri, Sichenzia Ross Ference Carmel LLP

CORRESP
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WallachBeth Capital LLC

Harborside Financial Center Plaza 5

185 Hudson Street, Ste 1410

Jersey City, NJ 07311

VIA EDGAR

January 22, 2024

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    60 Degrees Pharmaceuticals, Inc. (“Company”)

    Registration Statement on Form S-1, as amended

    File No. 333-276641

Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as representatives of the
several underwriters of the Company’s public offering, hereby join the Company’s request that the effective date of the above-referenced
Registration Statement be accelerated so that the above-referenced Registration Statement will be declared effective at 5:00 p.m., Eastern
Time, on Wednesday, January 24, 2024, or as soon as practicable thereafter.

Pursuant to Rule 460 under the
Securities Act, we, as representatives of the several underwriters, wish to advise you that there will be distributed to each Underwriter
or dealer, who is reasonably anticipated to participate in the distribution of the securities, as many copies of the proposed form of
preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We, the undersigned, as representatives
of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have
complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    WALLACHBETH CAPITAL, LLC

    /s/ Eric Schweitzer

    Name:
    Eric Schweitzer

    Title:
    Chief Compliance Officer

CORRESP
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60 Degrees Pharmaceuticals, Inc.

1025 Connecticut Avenue NW, Suite 1000

Washington, DC 20036

January 22, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    60 Degrees Pharmaceuticals, Inc. Request for Acceleration

    Registration Statement on Form S-1

    File No. 333-276641

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), 60 Degrees Pharmaceuticals, Inc., a Delaware corporation (the “Company”),
respectfully requests that the effective date of its Registration Statement on Form S-1 (File No. 333-276641) (the “Registration
Statement”), be accelerated so that it will become effective at 5:00 p.m., Eastern Time, on Wednesday, January 24, 2024, or as soon
thereafter as possible.

In making this acceleration request, the Company
acknowledges that:

    (i)
    should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

    (ii)
    the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy of the disclosure in the Registration Statement; and

    (iii)
    the Company may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Once the Registration Statement is effective,
please orally confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling Philip Magri at (646) 661-5203. We also
respectfully request that a copy of the written order from the Commission verifying the effective time and date of the Registration Statement
be sent to our counsel, Sichenzia Ross Ference Carmel LLP, Attention: Philip Magri, by facsimile to (212) 930-9725 or email at PMagri@SRFC.LAW.

If you have any questions regarding this request,
please contact Philip Magri of Sichenzia Ross Ference Carmel LLP at (646) 661-5203.

    Very truly yours,

    By:
    /s/ Geoffrey Dow

    Name:
    Geoffrey Dow

    Title:
    Chief Executive Officer and President

cc: Philip Magri, Sichenzia Ross Ference Carmel LLP

United States securities and exchange commission logo
January 18, 2024
Geoffrey S. Dow
Chief Executive Officer
60 Degrees Pharmaceuticals, Inc.
1025 Connecticut Avenue NW Suite 1000
Washington, D.C. 20036
Re:60 Degrees Pharmaceuticals, Inc.
Draft Registration Statement on Form S-1
Submitted January 12, 2024
CIK No. 0001946563
Dear Geoffrey S. Dow:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ross D. Carmel, Esq.

CORRESP
1
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WallachBeth Capital LLC

Harborside Financial Center Plaza 5

185 Hudson Street, Ste 1410

Jersey City, NJ 07311

VIA EDGAR

July 7, 2023

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    60 Degrees Pharmaceuticals, Inc. (“Company”)

	Registration Statement on Form S-1, as amended

	File No. 333-269483

Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as representatives of the
several underwriters of the Company’s proposed initial public offering, hereby join the Company’s request that the effective
date of the above-referenced Registration Statement be accelerated so that the above-referenced Registration Statement will be declared
effective at 5:00 p.m., Eastern Time, on Monday, July 10, 2023, or as soon as practicable thereafter.

Pursuant to Rule 460 under the
Securities Act, we, as representatives of the several underwriters, wish to advise you that there will be distributed to each Underwriter
or dealer, who is reasonably anticipated to participate in the distribution of the securities, as many copies of the proposed form of
preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We, the undersigned, as representatives
of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have
complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    WALLACHBETH CAPITAL, LLC

    /s/ Eric Schweitzer

    Name: Eric Schweitzer

    Title: Chief Compliance Officer

CORRESP
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60 Degrees Pharmaceuticals, Inc.

1025 Connecticut Avenue NW Suite 1000

Washington, D.C. 20036

July 7, 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 / Mr. Tim Buchmiller

    Re:
    60 Degrees Pharmaceuticals, Inc.

Registration Statement
on Form S-1, as amended

Initially Filed
January 31, 2023

File No. 333-269483

Dear Mr. Gorsky and Mr. Buchmiller:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), 60 Degrees Pharmaceuticals, Inc., a Delaware corporation (the “Company”),
respectfully requests that the effective date of its Registration Statement on Form S-1 (File No. 333-269483), as amended (the “Registration
Statement”), be accelerated so that it will become effective at 5:00 p.m., Eastern Time, on Monday, July 10, 2023, or as soon thereafter
as practicable. By separate letter, WallachBeth Capital LLC, the representative of the underwriters of the issuance of the securities
being registered join this request for acceleration.

Once the Registration Statement is effective, please
orally confirm the event with our counsel, Carmel, Milazzo & Feil LLP by calling Ross D. Carmel at 646-838-1310.

    Very truly yours,

    By:
    /s/ Geoffrey S. Dow

    Name: Geoffrey S. Dow

    Title: Chief Executive Officer

cc: Ross D. Carmel, Esq., Carmel, Milazzo & Feil
LLP

CORRESP
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60 Degrees Pharmaceuticals, Inc.

1025 Connecticut Avenue NW Suite 1000

Washington, D.C. 20036

June 27, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Tim Buchmiller, Senior Attorney

    Joshua Gorsky, Attorney Adviser

Re: 60 Degrees Pharmaceuticals, Inc.

Registration Statement
on Form S-1, as amended

Initially Filed
January 31, 2023

File No. 333-269483

Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence
via EDGAR on June 27, 2023, in which we requested the acceleration of the effective date of the above-referenced Registration Statement
for Tuesday, June 27, 2023, at 5:00 p.m., Eastern Time, in accordance with Rule 461 under the Securities Act of 1933, as amended. We are
no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for
acceleration of the effective date.

    Very truly yours,

    By:
    /s/ Geoffrey S. Dow

    Name: Geoffrey S. Dow

    Title: Chief Executive Officer

    cc:
    Ross D. Carmel, Esq., Carmel, Milazzo & Feil LLP

CORRESP
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60
Degrees Pharmaceuticals, Inc.

1025
Connecticut Avenue NW Suite 1000

Washington,
D.C. 20036

June
27, 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 / Mr. Tim Buchmiller

    Re:
    60 Degrees Pharmaceuticals,
    Inc.

    Registration Statement
    on Form S-1, as amended

    Initially Filed January
    31, 2023

    File No. 333-269483

Dear
Mr. Gorsky and Mr. Buchmiller:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), 60 Degrees Pharmaceuticals,
Inc., a Delaware corporation (the “Company”), respectfully requests that the effective date of its Registration Statement
on Form S-1 (File No. 333-269483), as amended (the “Registration Statement”), be accelerated so that it will become effective
at 5:00 p.m., Eastern Time, on Tuesday, June 27, 2023, or as soon thereafter as practicable. By separate letter, WallachBeth Capital
LLC, the representative of the underwriters of the issuance of the securities being registered join this request for acceleration.

Once
the Registration Statement is effective, please orally confirm the event with our counsel, Carmel, Milazzo & Feil LLP by calling
Ross D. Carmel at 646-838-1310.

    Very
truly yours,

    By:
    /s/ Geoffrey
    S. Dow

    Name:
     Geoffrey S. Dow

    Title:
     Chief Executive Officer

cc:
Ross D. Carmel, Esq., Carmel, Milazzo & Feil LLP

CORRESP
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WallachBeth
Capital LLC

Harborside
Financial Center Plaza 5

185
Hudson Street, Ste 1410

Jersey
City, NJ 07311

VIA
EDGAR

June
27, 2023

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    60 Degrees Pharmaceuticals,
    Inc. (“Company”)

    Registration Statement on
    Form S-1, as amended

    File No. 333-269483

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as
representatives of the several underwriters of the Company’s proposed initial public offering, hereby join the Company’s
request that the effective date of the above-referenced Registration Statement be accelerated so that the above-referenced Registration
Statement will be declared effective at 5:00 p.m., Eastern Time, on Tuesday, June 27, 2023, or as soon as practicable thereafter.

Pursuant
to Rule 460 under the Securities Act, we, as representatives of the several underwriters, wish to advise you that there will be distributed
to each Underwriter or dealer, who is reasonably anticipated to participate in the distribution of the securities, as many copies of
the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We,
the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating
underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934,
as amended.

    Very truly
    yours,

    WALLACHBETH
    CAPITAL, LLC

    /s/ Eric Schweitzer

    Name:
    Eric
    Schweitzer

    Title:
    Chief
    Compliance Officer

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60 Degrees Pharmaceuticals, Inc.

1025 Connecticut Avenue NW Suite 1000

Washington, D.C. 20036

June 22, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Tim Buchmiller, Senior Attorney

    Joshua Gorsky, Attorney Adviser

Re: 60 Degrees Pharmaceuticals, Inc.

Registration Statement
on Form S-1, as amended

Initially Filed
January 31, 2023

File No. 333-269483

Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence
via EDGAR on June 16, 2023, in which we requested the acceleration of the effective date of the above-referenced Registration Statement
for Wednesday, June 21, 2023, at 5:00 p.m., Eastern Time, in accordance with Rule 461 under the Securities Act of 1933, as amended. We
are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request
for acceleration of the effective date.

    Very truly yours,

    By:
    /s/ Geoffrey S. Dow

    Name: Geoffrey S. Dow

    Title: Chief Executive Officer

    cc:
    Ross D. Carmel, Esq., Carmel, Milazzo & Feil LLP

CORRESP
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60 Degrees Pharmaceuticals, Inc.

1025 Connecticut Avenue NW Suite 1000

Washington, D.C. 20036

June 16, 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 / Mr. Tim Buchmiller

 Re: 60 Degrees Pharmaceuticals, Inc.

Registration
Statement on Form S-1, as amended

Initially Filed
January 31, 2023

File No. 333-269483

Dear Mr. Gorsky and Mr. Buchmiller:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), 60 Degrees Pharmaceuticals, Inc., a Delaware corporation (the “Company”),
respectfully requests that the effective date of its Registration Statement on Form S-1 (File No. 333-269483), as amended (the “Registration
Statement”), be accelerated so that it will become effective at 5:00 p.m., Eastern Time, on Wednesday, June 21, 2023, or as soon
thereafter as practicable. By separate letter, WallachBeth Capital LLC, the representative of the underwriters of the issuance of the
securities being registered join this request for acceleration.

Once the Registration Statement is effective,
please orally confirm the event with our counsel, Carmel, Milazzo & Feil LLP by calling Ross D. Carmel at 646-838-1310.

    Very truly yours,

    By:
    /s/ Geoffrey S. Dow

    Name: Geoffrey S. Dow

    Title: Chief Executive Officer

cc: Ross D. Carmel, Esq., Carmel, Milazzo &
Feil LLP

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WallachBeth Capital LLC

Harborside Financial Center Plaza 5

185 Hudson Street, Ste 1410

Jersey City, NJ 07311

VIA EDGAR

June 16, 2023

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: 60 Degrees Pharmaceuticals, Inc. (“Company”)

	Registration Statement on Form S-1, as amended

	File No. 333-269483

Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as representatives of the
several underwriters of the Company’s proposed initial public offering, hereby join the Company’s request that the effective
date of the above-referenced Registration Statement be accelerated so that the above-referenced Registration Statement will be declared
effective at 5:00 p.m., Eastern Time, on Wednesday, June 21, 2023, or as soon as practicable thereafter.

Pursuant to Rule 460 under
the Securities Act, we, as representatives of the several underwriters, wish to advise you that there will be distributed to each Underwriter
or dealer, who is reasonably anticipated to participate in the distribution of the securities, as many copies of the proposed form of
preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We, the undersigned, as representatives
of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have
complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    WALLACHBETH CAPITAL, LLC

    /s/ Eric Schweitzer

    Name: Eric Schweitzer

    Title: Chief Compliance Officer

CORRESP
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60 Degrees Pharmaceuticals, Inc.

1025 Connecticut Avenue NW Suite 1000

Washington, D.C. 20036

June 14, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Tim Buchmiller, Senior Attorney

    Joshua Gorsky, Attorney Adviser

Re: 60 Degrees Pharmaceuticals,
Inc.

Registration
Statement on Form S-1, as amended

Initially Filed
January 31, 2023

File No. 333-269483

Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence
via EDGAR on June 12, 2023, in which we requested the acceleration of the effective date of the above-referenced Registration Statement
for Wednesday, June 14, 2023, at 5:00pm Eastern Time, in accordance with Rule 461 under the Securities Act of 1933, as amended. We are
no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for
acceleration of the effective date.

    Very truly yours,

    By:
    /s/ Geoffrey S. Dow

    Name: Geoffrey S. Dow

    Title: Chief Executive Officer

    cc:
    Ross D. Carmel, Esq., Carmel, Milazzo & Feil LLP

CORRESP
1
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WallachBeth Capital LLC

Harborside Financial Center Plaza 5

185 Hudson Street, Ste 1410

Jersey City, NJ 07311

VIA EDGAR

June 12, 2023

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    60 Degrees Pharmaceuticals, Inc. (“Company”)

    Registration Statement on Form S-1, as amended

    File No. 333-269483

Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as representatives of the
several underwriters of the Company’s proposed initial public offering, hereby join the Company’s request that the effective
date of the above-referenced Registration Statement be accelerated so that the above-referenced Registration Statement will be declared
effective at 5:00 p.m., Eastern Time, on Wednesday, June 14, 2023, or as soon as practicable thereafter.

Pursuant to Rule 460 under the
Securities Act, we, as representatives of the several underwriters, wish to advise you that there will be distributed to each Underwriter
or dealer, who is reasonably anticipated to participate in the distribution of the securities, as many copies of the proposed form of
preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We, the undersigned, as representatives
of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have
complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    WALLACHBETH CAPITAL, LLC

    By: /s/ Douglas Bantum

    Name: Eric Schweitzer

    Title: Chief Compliance Officer

CORRESP
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60 Degrees Pharmaceuticals, Inc.

1025 Connecticut Avenue NW Suite 1000

Washington, D.C. 20036

June 12, 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 / Mr. Tim Buchmiller

Re: 60 Degrees Pharmaceuticals, Inc.

Registration Statement
on Form S-1, as amended

Initially Filed
January 31, 2023

File No. 333-269483

Dear Mr. Gorsky and Mr. Buchmiller:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), 60 Degrees Pharmaceuticals, Inc., a Delaware corporation (the “Company”),
respectfully requests that the effective date of its Registration Statement on Form S-1 (File No. 333-269483), as amended (the “Registration
Statement”), be accelerated so that it will become effective at 5:00 p.m., Eastern Time, on Wednesday, June 14, 2023, or as soon
thereafter as practicable. By separate letter, WallachBeth Capital LLC, the representative of the underwriters of the issuance of the
securities being registered join this request for acceleration.

Once the Registration Statement is effective, please
orally confirm the event with our counsel, Carmel, Milazzo & Feil LLP by calling Ross D. Carmel at 646-838-1310.

    Very truly yours,

    By:
    /s/ Geoffrey S. Dow

    Name: Geoffrey S. Dow

    Title: Chief Executive Officer

cc: Ross D. Carmel, Esq., Carmel, Milazzo & Feil
LLP

CORRESP
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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

United States securities and exchange commission logo
June 6, 2023
Geoffrey S. Dow, Ph.D.
President and Chief Executive Officer
60 Degrees Pharmaceuticals, Inc.
1025 Connecticut Avenue NW Suite 1000
Washington, D.C. 20036
Re:60 Degrees Pharmaceuticals, Inc.
Amendment No. 4 to Registration Statement on Form S-1
Filed June 1, 2023
File No. 333-269483
Dear Geoffrey S. Dow:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 26, 2023 letter.
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.

 FirstName LastNameGeoffrey S. Dow, Ph.D.
 Comapany Name60 Degrees Pharmaceuticals, Inc.
 June 6, 2023 Page 2
 FirstName LastName
Geoffrey S. Dow, Ph.D.
60 Degrees Pharmaceuticals, Inc.
June 6, 2023
Page 2
Notes to Unaudited Consolidated Condensed Financial Statements
2. Summary of Significant Accounting Policies
Research and Development Costs, page F-36
2.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.
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.
            You may contact Franklin Wyman at 202-551-3660 or Kevin Kuhar at 202-551-3662 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Joshua Gorsky at 202-551-7836 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ross D. Carmel, Esq.

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June 1, 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. 3 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 May 26, 2023 with respect to the Company’s Amendment No. 3 to the Registration Statement on Form S-1 (the “Form S-1/A3”)
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. 4 to the Form
S-1 (the “Form S-1/A4”) submitted concurrently with the submission of this letter in response to the Staff’s
comments.

Amendment
No. 3 to Registration Statement on Form S-1, filed May 19, 2023

Selling
Stockholders, page A-16

1.
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 2,224,765 shares of common stock indicated in the heading on the cover page of the resale prospectus. In
addition, the 2,224,765 shares of common stock indicated in the heading on the cover page of the resale prospectus does not appear to
reconcile to the individual components of the resale shares as disclosed in clauses (i) through (iv) of the first paragraph of the resale
prospectus cover page. Please advise or reconcile your disclosure as appropriate. Once you have concluded how many shares are being offered
by the resale prospectus, please ensure the legal opinion and filing fee table reconcile to the disclosure in your resale prospectus.

The
Company respectfully acknowledges the Staff’s comment and has updated the number of selling shares to 2,224,763 in the resale prospectus
cover sheet, the selling shareholder table and the opinion. The filing fee table in the S-1/A3 was accurate.

Notes
to Unaudited Consolidated Condensed Financial Statements

2.
Summary of Significant Accounting Policies

Research
and Development Costs, page F-36

2.
Please explain the terms governing share-based payments to non-employees for research and development services and the basis for your
deferral of these costs at March 31, 2023. In this regard, explain the relationship between these share-based payments and your issuance
of 1,443,000 shares of common stock to “certain vendors as prepayment for services,” as discussed in Note 6. Also, explain
your basis for cancelling shares for “certain executives” representing 61% of outstanding shares and then issuing a near equivalent
number of shares to “certain vendors” for research and development services. Identify these “certain vendors” and
“certain executives.” Refer us to the technical guidance upon which you relied and revise your disclosure accordingly.

The
Company respectfully acknowledges the Staff’s comment. The Company issued shares of common stock of the Company to vendors prior
to the commencement of research and development services by the vendors. A summary of shares issued to vendors, and the services they
have agreed to provide is described below (next page). This list and number of shares issued was disclosed in the S1/A3 as a subsequent
event in the 2021/2022 financial statement (p. F-26), as footnotes to the table at A17, and at Item 15.

    Vendor
    Type of Services Provided
    Shares
    Value
    Proportion

 Expensed at 2023-03-31

    Capitalized as Intangible
    Prepaid Balance

    Carmel, Milazzo & Feil LLP
    Legal Services
      100,000
      500,000.00
      -

      500,000.00

    Florida State University Research Foundation, Inc.
    Research and Development Services
      405,000
      2,025,000.00
      87,658.00

      1,937,342.00

    Latham BioPharm Group, LLC
    Research and Development Services
      65,000
      325,000.00
      325,000.00

      -

    Trevally, LLC
    Research Chemicals
      120,000
      600,000.00
      -

      600,000.00

    Edward Newland
    Marketing Services
      8,500
      42,500.00
      8,605.00
      33,895.00
      -

    4C Pharma Solutions, LLC
    Pharmacovigilance Services
      54,000
      270,000.00
      108,000.00

      162,000.00

    Hybrid Financial Ltd.
    Investor Relations Services
      65,000
      325,000.00
      -

      325,000.00

    Sheila Burke
    Public Relations Services
      20,000
      100,000.00
      25,000.00

      75,000.00

    Kentucky Technology Inc.
    Research and Development Services
      525,000
      2,625,000.00
      -

      2,625,000.00

    Ludlow Business Services, Inc.
    Investor Relation Services
      37,500
      187,500.00
      154,167.00

      33,333.00

    Elliot Berman
    Accounting Services
      30,000
      150,000.00
      150,000.00

      -

    Delve Innovation Pty Ltd
    Consulting Services
      13,000
      65,000.00
      -

      65,000.00

    TOTAL

      1,443,000
      7,215,000.00
      858,430.00
      33,895.00
      6,322,675.00

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 grant date was determined to have been met under ASC 718-10-25-5 when the agreements with the related vendors were signed.
The share-based payments were measured at their fair value as of the grant date. The Company concluded it is not feasible to measure
directly the fair value of the goods or services the Company receives (i.e., the amount for which those goods or services would be exchanged
in the marketplace) when issuing share-based payments.

The
Company recognized compensation cost when the shares were granted as the shares were fully vested, nonforfeitable equity instruments
granted at the date the parties entered into their respective agreement for goods or services. The vendors had no obligation to deliver
goods or render services in the future to retain those equity instruments. “Compensation cost” is intentionally used rather
than “compensation expense” because, as discussed below, the compensation cost from the share-based payment to the grantee
was capitalized.

ASC
718-10-25-2C requires that fair value of a nonemployee share-based payment be recognized as an asset or expense in the same manner as
if the grantor had paid cash for the goods or services. Under ASC 730, the payment made in shares is considered a non-refundable advance
payment for services that will be rendered for future research and development activities. The Company recorded the compensation costs
as prepaid R&D asset upon payment through the issuance of the shares because the Company will receive a future benefit as the vendors
perform the services or provide the goods. As described in the S1/A3, in the Summary of Significant Accounting Policies – Research
and Development Costs footnote of the March 31, 2023 financial statements (p. F-36), prepaid research and development costs are deferred
and amortized over the service period, as the services are provided. At March 31, 2023, the Company recorded $3,030,000 current unamortized
deferred prepaid research and development costs and $1,532,342 non-current unamortized deferred prepaid research and development costs.

At
the time the shares were issued, the Company had determined that their fair value was $5 per share based on (i) the issuance of shares
in exchange for paid in capital in 2022 for $5 per share (see Item 15 of the S1/A3) and (ii) the draft pricing range of $4.15-$6.15 provided
by the underwriter in our original Form S-1 submission of January 31, 2023. This FMV was used in other valuations the Company performed
related to our interim financing.

The
Company canceled 1,451,000 Founder shares (Geoffrey Dow - 1,258,899 shares, Tyrone Miller - 192,101 shares). This was disclosed in the
subsequent event notes for 2022 financials (p. F-26) and in the Form S-1 at Item 14. These shares were indefeasibly and irreversibly
canceled. By doing this exclusively, Geoffrey Dow and Tyrone Miller avoided the dilution of one other shareholder (Douglas Loock) who
was a part of the public float, our secured lender (Knight) and bridge investors.

The
canceled shares are essentially a return of equity from a beneficial owner, and are reflected in capital, consistent with the Treasury
Stock guidance in ASC 505-30. The Company has reduced common stock at its par value and recorded the offset to additional paid-in capital.

The
Company canceled the shares 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 issued shares increased the value of the public float as outlined on p. F-26 in the subsequent
event section of the 2021/2022 financial statements. Founder shares could not contribute to the public float as they are Rule 144 restricted.

Geoffrey
Dow and Tyrone Miller have no financial interest in any of the vendors to whom the Company issued shares.

We
have amended the footnotes of the table at A17 and the text at Item 15 to provide more detail on the nature of services provided by each
vendor.

8.
Debt

Debenture,
page F-44

3.
Please provide an analysis supporting your accounting treatment for the Knight Debt Conversion Agreement, including how extinguishments
of the prior Knight Debenture ($4,276,609 at December 31, 2022) and Knight Promissory Note ($17,965,670 at December 31, 2022) related
to the fair value of the new Knight Promissory Note as of the modification date ($21,520,052 on January 9, 2023). Refer us to the technical
guidance upon which you relied and revise your disclosure accordingly.

The
Company respectfully acknowledges the Staff’s comment. The carrying value of the Knight Promissory Note as December 31, 2022 was
$16,319,986 as disclosed in the S1/A3, in the Debt footnote of the December 31, 2022, financial statements (p. F-17).

The
Company first determined whether the Knight Debt Conversion Agreement (“Agreement) was a troubled debt restructuring pursuant to
ASC 470-60. The Agreement is not a troubled debt restructuring pursuant to ASC 470-60 as the Agreement is not a concession. As described
in the S1/A3 in the Debt footnote of the March 31, 2023, financial statements (p. F-43), if a qualified IPO does not occur, the principal
amount and accrued interest continue to accrue interest at the pre-Knight Debt Conversion Agreement rates. If a qualified IPO does occur,
the features described in p. F-43 are applicable.

As
described in the S1/A3 in the Debt footnote of the March 31, 2023 financial statements (p. F-44), because the Agreement adds a substantive
conversion feature to convert the Knight principal amounts into shares of common shares and to convert the Knight accrued interest into
shares of preferred shares, the change is considered substantial and therefore extinguishment accounting under ASC 470-50 is applied.
Consistent with ASC 470-50-40-2, the net carrying value of the Knight Debenture and Knight Promissory Note (“Original Debt”)
is derecognized and the Agreement (“New Debt”) is initially recorded at the reacquisition price, with the difference recognized
as an extinguishment gain or loss. The Company elected the fair value option under ASC 825 for the New Debt. The reacquisition price
of the New Debt was determined using a Monte Carlo simulation model assigning a 5% probability of a qualified IPO not occurring and 95%
probability of a qualified IPO occurring. The reacquisition price of the New Debt as of January 9, 2023, was $21,520,650, which was $839,887
greater than the carrying value of the Original Debt as of January 9, 2023. The $839,887 difference was recognized as a loss upon extinguishment
on January 9, 2023.

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

United States securities and exchange commission logo
May 26, 2023
Geoffrey S. Dow, Ph.D.
President and Chief Executive Officer
60 Degrees Pharmaceuticals, Inc.
1025 Connecticut Avenue NW Suite 1000
Washington, D.C. 20036
Re:60 Degrees Pharmaceuticals, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed May 19, 2023
File No. 333-269483
Dear Geoffrey S. Dow:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 8, 2023 letter.
Amendment No. 3 to Registration Statement on Form S-1, filed May 19, 2023
Selling Stockholders, page A-16
1.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 2,224,765 shares of
common stock indicated in the heading on the cover page of the resale prospectus.  In
addition, the 2,224,765 shares of common stock indicated in the heading on the cover
page of the resale prospectus does not appear to reconcile to the individual components of
the resale shares as disclosed in clauses (i) through (iv) of the first paragraph of the resale
prospectus cover page.  Please advise or reconcile your disclosure as appropriate.  Once
you have concluded how many shares are being offered by the resale prospectus, please
ensure the legal opinion and filing fee table reconcile to the disclosure in your resale

 FirstName LastNameGeoffrey S. Dow, Ph.D.
 Comapany Name60 Degrees Pharmaceuticals, Inc.
 May 26, 2023 Page 2
 FirstName LastName
Geoffrey S. Dow, Ph.D.
60 Degrees Pharmaceuticals, Inc.
May 26, 2023
Page 2
prospectus.
Notes to Unaudited Consolidated Condensed Financial Statements
2. Summary of Significant Accounting Policies
Research and Development Costs, page F-36
2.Please explain the terms governing share-based payments to non-employees for research
and development services and the basis for your deferral of these costs at March 31,
2023.  In this regard, explain the relationship between these share-based payments and
your issuance of 1,443,000 shares of common stock to "certain vendors as prepayment for
services," as discussed in Note 6.  Also, explain your basis for cancelling shares for
"certain executives" representing 61% of outstanding shares and then issuing a near
equivalent number of shares to "certain vendors" for research and development services.
Identify these "certain vendors" and "certain executives."  Refer us to the technical
guidance upon which you relied and revise your disclosure accordingly.
8. Debt
Debenture, page F-44
3.Please provide an analysis supporting your accounting treatment for the Knight Debt
Conversion Agreement, including how extinguishments of the prior Knight
Debenture ($4,276,609 at December 31, 2022) and Knight Promissory Note ($17,965,670
at December 31, 2022) related to the fair value of the new Knight Promissory Note as
of the modification date ($21,520,052 on January 9, 2023).  Refer us to the technical
guidance upon which you relied and revise your disclosure accordingly.
            You may contact Franklin Wyman at 202-551-3660 or Kevin Kuhar at 202-551-3662 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Joshua Gorsky at 202-551-7836 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ross D. Carmel, Esq.

CORRESP
1
filename1.htm

May 19, 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. 2 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 May 8, 2023 with respect to the Company’s
Amendment No. 2 to the Registration Statement on Form S-1 (the “Form S-1/A2”) 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. 3 to the Form S-1 (the “Form S-1/A3”) submitted
concurrently with the submission of this letter in response to the Staff’s comments.

Amendment No. 2 to Registration Statement on Form S-1, filed April
28, 2023

Use of Proceeds, page 54

1. You state that the planned offering will
produce net proceeds of $7.5 million, which is the product of your assumed public offering price of $5.30 per Unit and the sale of 1,415,095
Units. Please explain this apparent inconsistency.

The “Use of Proceeds” section of the
Form S-1/A3 contains the accurate amount of net proceeds of $6,336,726, which is equal to the product of the assumed public offering price
of $5.30 per unit and the sale of 1,415,095 units minus underwriting discounts and commissions of $712,500 and estimated expenses of $450,774.

Capitalization, page 55

2. Please provide us a detailed analysis that
reconciles assets and liabilities presented on an actual basis to corresponding amounts presented on a pro forma basis and pro forma as
adjusted basis. Revise your presentation accordingly. Ensure that notes 2 and 3 include the dollar amount in addition to the share amount
for each transaction. Also, ensure that the amount of “common stock to be outstanding after this offering” on page 16 is conformed
to this presentation.

The “Capitalization” section of the
Form S-1/A3 contains the requested detailed analysis that reconciles assets and liabilities presented on an actual basis to corresponding
amounts presented on a pro forma basis and pro forma as adjusted basis. Please be advised that notes 2 and 3 have been revised to include
the dollar amount in addition to the share amount for each transaction. Also, the amount of “common stock to be outstanding after
this offering” in the prospectus and the resale prospectus have been conformed to the requested presentation.

Dilution, page 57

3. Please revise your tabular presentation
to begin with historical net tangible book value per share.

The tabular presentation of the “Dilution”
section of the Form S-1/A3 begins with historical net tangible book value per share as requested.

Principal Stockholders, page 105

4. We note your response to prior comment 2
and your revised disclosure on page 105. We reissue our comment in part. Please revise this disclosure to identify the natural person(s)
who have sole or shared voting or investment power for the securities beneficially owned by Knight Therapeutics International S.A, as
well as Kentucky Technology, Inc., Florida State University Research Foundation, Inc., and Trevally, LLC. Please also revise footnote
10 in the table on Alt-18 to identify the natural person(s) who have sole or shared voting or investment power for the securities beneficially
owned by Kentucky Technology, Inc.

Please be advised that the “Principal Stockholders”
and the “Selling Stockholders” sections of the Form S-1/A3 contain the requested edits.

Exhibits

5. We note that counsel's legal opinion filed as Exhibit 5.1 does
not opine on the Units. Counsel should opine not only on the components of the units but also the units themselves. Please provide a binding
obligation opinion with respect to the legality of the units. Alternatively, to the extent counsel believes the units should be treated
in a similar fashion as shares of capital stock under applicable state law, the opinion may provide that the units are legally issued,
fully paid and non- assessable. Refer to Section II.B.1.h of Staff Legal Bulletin No. 19.

Exhibit 5.1 filed with the Form S-1/A3 provides
a binding obligation opinion with respect to the legality of the units.

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

United States securities and exchange commission logo
May 8, 2023
Geoffrey S. Dow, Ph.D.
President and Chief Executive Officer
60 Degrees Pharmaceuticals, Inc.
1025 Connecticut Avenue NW Suite 1000
Washington, D.C. 20036
Re:60 Degrees Pharmaceuticals, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed April 28, 2023
File No. 333-269483
Dear Geoffrey S. Dow:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 14, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-1, filed April 28, 2023
Use of Proceeds, page 54
1.You state that the planned offering will produce net proceeds of $7.5 million, which is the
product of your assumed public offering price of $5.30 per Unit and the sale of 1,415,095
Units.  Please explain this apparent inconsistency.
Capitalization, page 55
2.Please provide us a detailed analysis that reconciles assets and liabilities presented on an
actual basis to corresponding amounts presented on a pro forma basis and pro forma as
adjusted basis.  Revise your presentation accordingly.  Ensure that notes 2 and
3 include the dollar amount in addition to the share amount for each transaction.  Also,

 FirstName LastNameGeoffrey S. Dow, Ph.D.
 Comapany Name60 Degrees Pharmaceuticals, Inc.
 May 8, 2023 Page 2
 FirstName LastName
Geoffrey S. Dow, Ph.D.
60 Degrees Pharmaceuticals, Inc.
May 8, 2023
Page 2
ensure that the amount of "common stock to be outstanding after this offering" on page 16
is conformed to this presentation.
Dilution, page 57
3.Please revise your tabular presentation to begin with historical net tangible book value per
share.
Principal Stockholders, page 105
4.We note your response to prior comment 2 and your revised disclosure on page 105.  We
reissue our comment in part.  Please revise this disclosure to identify the natural person(s)
who have sole or shared voting or investment power for the securities beneficially owned
by Knight Therapeutics International S.A, as well as Kentucky Technology, Inc., Florida
State University Research Foundation, Inc., and Trevally, LLC.  Please also revise
footnote 10 in the table on Alt-18 to identify the natural person(s) who have sole or shared
voting or investment power for the securities beneficially owned by Kentucky
Technology, Inc.
Exhibits
5.We note that counsel's legal opinion filed as Exhibit 5.1 does not opine on the Units.
Counsel should opine not only on the components of the units but also the units
themselves.  Please provide a binding obligation opinion with respect to the legality of the
units.  Alternatively, to the extent counsel believes the units should be treated in a similar
fashion as shares of capital stock under applicable state law, the opinion may provide that
the units are legally issued, fully paid and non- assessable.  Refer to Section II.B.1.h of
Staff Legal Bulletin No. 19.
            You may contact Franklin Wyman at 202-551-3660 or Kevin Kuhar at 202-551-3662 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Joshua Gorsky at 202-551-7836 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ross D. Carmel, Esq.

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

United States securities and exchange commission logo
April 14, 2023
Geoffrey S. Dow, Ph.D.
President and Chief Executive Officer
60 Degrees Pharmaceuticals, Inc.
1025 Connecticut Avenue NW Suite 1000
Washington, D.C. 20036
Re:60 Degrees Pharmaceuticals, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed April 3, 2023
File No. 333-269483
Dear Geoffrey S. Dow:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 8, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1
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.
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.

 FirstName LastNameGeoffrey S. Dow, Ph.D.
 Comapany Name60 Degrees Pharmaceuticals, Inc.
 April 14, 2023 Page 2
 FirstName LastName
Geoffrey S. Dow, Ph.D.
60 Degrees Pharmaceuticals, Inc.
April 14, 2023
Page 2
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.
            You may contact Franklin Wyman at 202-551-3660 or Kevin Kuhar at 202-551-3662 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Joshua Gorsky at 202-551-7836 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ross D. Carmel, Esq.

CORRESP
1
filename1.htm

April 3, 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.

    Registration Statement on Form S-1

    Filed on January 31, 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 (the “SEC”) contained in its letter of February 8, 2023 with respect to the Company’s
Registration Statement on Form S-1 (the “Form S-1”) 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. 1 to the Form S-1 (the “Form S-1/A”) submitted
concurrently with the submission of this letter in response to the Staff’s comments.

Form S-1, Submitted January 31, 2023

Summary of the Offering, page 15

1. Please indicate in this section the number of
Preferred Shares that will be issued to Knight upon the conversion of the Accrued Interest and the number of shares of common stock into
which those Preferred Shares will be convertible. Please also file the Knight Debt Conversion Agreement, as amended, as an exhibit.

Response: The accrued interest will convert into 80,965
shares of Series A Preferred Stock. These shares will be convertible into shares of common stock of the Company at the Company’s
discretion, subject to the caveat that the total proportional ownership by Knight of common shares is not to exceed 19.9% of common shares
outstanding. The number of shares of common stock into which those shares will be convertible is 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 (A) $100, (B) the price paid
for the shares of common stock in this offering and (C) the 10-day volume weighted average share price immediately preceding our election
to convert the shares of Series A Preferred Stock; provided that the conversion of the shares of Series A Preferred Stock does not result
in the holder’s ownership of common stock exceeding 19.9%. The agreements relating to the conversion of the Knight debt are filed
as Exhibits 10.16 through 10.18 in the Form S-1/A.

2. We note your disclosure on page F-43 that, on
November 22, 2022, the company adopted a 2022 Equity Incentive Plan. Please address the shares issuable under this plan in your footnotes
to this section and indicate whether any awards have been granted under this plan to date, and, if so, the exercise price thereof. In
an appropriate section, please also revise to discuss the material terms of the plan and file it as an exhibit to the registration statement.

Response: As of the date of the Form S-1/A, the Company
has not issued any options, warrants or stock grants under the ESOP. Note that upon the listing of the shares of common stock of the Company,
(i) Dr. Dow will be granted a five-year option to purchase a total of 15,000 shares of our common stock on the last day of each quarter
in each calendar year (for a cumulative total or no more than 300,000 shares over five years) and (ii) Mr. Miller will be granted a five-year
option to purchase a total of 12,000 shares of our common stock on the last day of each quarter in each calendar year (for a cumulative
total or no more than 240,000 shares over five years). The per share exercise price of the option shall be equal to the per share closing
price of our common stock on the date of grant and shall have a cashless exercise provision. The Company is also including the applicable
exhibit in the Form S-1/A.

Risk Factors, page 17

3. We note that a large number of shares will be
offered by the selling stockholders in the resale offering. Please include a risk factor that describes the risk to purchasers in your
underwritten offering that the large number of shares being offered in the resale transaction could depress the market price of your common
stock.

Response: The Company has included a risk factor describing
the risk to purchasers in the underwritten offering, noting that the large number of shares being offered in the resale transaction could
depress the market price of the Company’s common stock.

Intellectual Property, page 75

4. Please disclose the expiration dates for your
current patents and the expected expiration dates for your patent applications.

Response: The “Intellectual Property”
section contains a table that lists all patents including expiration dates. Further revisions have been made in the Form S-1/A to reference
the extension of option periods with the Florida State University Research Foundation for Celgosivir regarding COVID-19 and Zika (not
previously disclosed). Those options agreements and amendments are also disclosed in the Form S-1/A.

Selling Stockholders, page 102

5. We note your disclosure that the selling stockholders
"may be deemed to be 'underwriters' within the meaning of the Securities Act[.]" Please advise us if any of the selling stockholders
are broker/dealers and revise your disclosure here to note that any such selling stockholders will be deemed "underwriters."

Response: None of the selling stockholders are broker/dealers
or otherwise deemed such underwriters, and the Company has revised the disclosure to reflect the same in the Form S-1/A.

6. We note your disclosure in the chart located
in the Selling Stockholders section that the following selling stockholders will continue to own all of their shares after the resale
offering, despite the fact that footnote 1 indicates that it is assumed that all shares offered pursuant to the resale offering will be
sold: Douglas Loock, Carmel, Milazzo & Feil LLP, Florida State University Research Foundation, Inc., Latham BioPharm Group, LLC, Trevally,
LLC, Edward Newland, 4C Pharma Solutions, LLC, Hybrid Financial, Method Health Communications LLC, Kentucky Technology Inc., Ludlow Business
Services, Inc., and Elliot Berman. Furthermore, according to this chart, the following selling stockholders will be gaining shares after
the resale transaction: Geoffrey S. Dow Revocable Trust, Mountjoy Trust, Walleye Opportunities Master Fund Ltd., Bigger Capital Fund,
LP, and Cavalry Investment Fund, LP. Please revise to address these apparent discrepancies, or advise.

Response: The Geoffrey S. Dow Revocable Trust will
be issued new shares when its convertible note is converted in the initial public offering of which are being registered. Those new shares
and the shares already beneficially owned by Geoffrey S. Dow as of the prospectus date will be locked up. Mountjoy Trust, Walleye, Cavalry
and Bigger do not beneficially own any shares as of prospectus date, but will be issued new shares in connection with conversions or debt
extinguishments, and those new shares are being registered. Therefore, the table should be correct, but required some clarifying notes,
which have been added in the Form S-1/A.

General

7. We note that the law firm representing you with
respect to both the initial public offering of your units and the resale transaction is a holder of 100,000 shares of your common stock
and that the law firm is identified as a selling stockholder and is participating in the resale transaction. Please revise your registration
statement to include, in its own separate section with an appropriate header, the information required by Item 10 of Form S-1.

Response: The Company has revised the Form S-1/A to
include, in its own separate section with an appropriate header, the information required by Item 10 of Form S-1.

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

United States securities and exchange commission logo
February 8, 2023
Geoffrey S. Dow, Ph.D.
President and Chief Executive Officer
60 Degrees Pharmaceuticals, Inc.
1025 Connecticut Avenue NW Suite 1000
Washington, D.C. 20036
Re:60 Degrees Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed on January 31, 2023
File No. 333-269483
Dear Geoffrey S. Dow:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1, filed January 31, 2023
Summary of the Offering, page 15
1.Please indicate in this section the number of Preferred Shares that will be issued to Knight
upon the conversion of the Accrued Interest and the number of shares of common stock
into which those Preferred Shares will be convertible.  Please also file the Knight Debt
Conversion Agreement, as amended, as an exhibit.
2.We note your disclosure on page F-43 that, on November 22, 2022, the company adopted
a 2022 Equity Incentive Plan.  Please address the shares issuable under this plan in your
footnotes to this section and indicate whether any awards have been granted under this
plan to date, and, if so, the exercise price thereof.  In an appropriate section, please also
revise to discuss the material terms of the plan and file it as an exhibit to the registration
statement.

 FirstName LastNameGeoffrey S. Dow, Ph.D.
 Comapany Name60 Degrees Pharmaceuticals, Inc.
 February 8, 2023 Page 2
 FirstName LastName
Geoffrey S. Dow, Ph.D.
60 Degrees Pharmaceuticals, Inc.
February 8, 2023
Page 2
Risk Factors, page 17
3.We note that a large number of shares will be offered by the selling stockholders in the
resale offering.  Please include a risk factor that describes the risk to purchasers in your
underwritten offering that the large number of shares being offered in the resale
transaction could depress the market price of your common stock.
Intellectual Property, page 75
4.Please disclose the expiration dates for your current patents and the expected expiration
dates for your patent applications.
Selling Stockholders, page 102
5.We note your disclosure that the selling stockholders "may be deemed to be 'underwriters'
within the meaning of the Securities Act[.]"  Please advise us if any of the selling
stockholders are broker/dealers and revise your disclosure here to note that any such
selling stockholders will be deemed "underwriters."
6.We note your disclosure in the chart located in the Selling Stockholders section that the
following selling stockholders will continue to own all of their shares after the resale
offering, despite the fact that footnote 1 indicates that it is assumed that all shares offered
pursuant to the resale offering will be sold: Douglas Loock, Carmel, Milazzo & Feil
LLP, Florida State University Research Foundation, Inc., Latham BioPharm Group,
LLC, Trevally, LLC, Edward Newland, 4C Pharma Solutions, LLC, Hybrid
Financial, Method Health Communications LLC, Kentucky Technology Inc., Ludlow
Business Services, Inc., and Elliot Berman.  Furthermore, according to this chart, the
following selling stockholders will be gaining shares after the resale transaction: Geoffrey
S. Dow Revocable Trust, Mountjoy Trust, Walleye Opportunities Master Fund
Ltd., Bigger Capital Fund, LP, and Cavalry Investment Fund, LP.  Please revise to address
these apparent discrepancies, or advise.
General
7.We note that the law firm representing you with respect to both the initial public offering
of your units and the resale transaction is a holder of 100,000 shares of your common
stock and that the law firm is identified as a selling stockholder and is participating in the
resale transaction.  Please revise your registration statement to include, in its own separate
section with an appropriate header, the information required by Item 10 of Form S-1.

 FirstName LastNameGeoffrey S. Dow, Ph.D.
 Comapany Name60 Degrees Pharmaceuticals, Inc.
 February 8, 2023 Page 3
 FirstName LastName
Geoffrey S. Dow, Ph.D.
60 Degrees Pharmaceuticals, Inc.
February 8, 2023
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Franklin Wyman at 202-551-3660 or Kevin Kuhar at 202-551-3662 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Joshua Gorsky at 202-551-7836 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ross D. Carmel, Esq.

United States securities and exchange commission logo
January 6, 2023
Geoffrey S. Dow, Ph.D.
President and Chief Executive Officer
60 Degrees Pharmaceuticals, Inc.
1025 Connecticut Avenue NW Suite 1000
Washington, D.C. 20036
Re:60 Degrees Pharmaceuticals, Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted December 23, 2022
CIK No. 0001946563
Dear Geoffrey S. Dow:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form S-1, Submitted December 23, 2022
Summary of the Offering
Common stock to be outstanding after the offering, page 15
1.We note your response to prior comment 4.  We reissue our prior comment in part.  Please
revise your disclosure to clarify the text of the registration statement that Footnote 3 is
intended to modify.  We note that Footnote 3 does not currently correspond to any specific
text in the Summary of the Offering section.  Please also revise Footnote 2 to include a
discussion of the shares of common stock that will be issued to Xu Yu pursuant to the
Equity Conversion Note.  In addition, if material, please add appropriate risk factor
disclosure regarding the liquidation preference on any preferred shares that will be
outstanding after your offering.

 FirstName LastNameGeoffrey S. Dow, Ph.D.
 Comapany Name60 Degrees Pharmaceuticals, Inc.
 January 6, 2023 Page 2
 FirstName LastName
Geoffrey S. Dow, Ph.D.
60 Degrees Pharmaceuticals, Inc.
January 6, 2023
Page 2
Management
Director Nominees, page 90
2.We note your revised disclosure on page 91 related to Mr. Charles Allen's background and
experience.  We note your disclosure that Mr. Allen has been the Chief Executive Officer
of Global Bit Ventures Inc., "which discontinued its operations in 2019."  We also note
your disclosure that Mr. Allen has been a director of Global Bit Ventures Inc. since
October 10, 2017.  Please explain how Mr. Allen has continued on as a director of this
entity when it discontinued operations in 2019, or revise.
Description of Securities, page 97
3.We note that the forum selection provision contained in paragraph 12 of your certificate of
incorporation identifies the Court of Chancery of the State of Delaware as the exclusive
forum for certain litigation, including any "derivative action."  Please disclose whether
this provision applies to actions arising under the Securities Act or Exchange Act.  In that
regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction
over all suits brought to enforce any duty or liability created by the Exchange Act or the
rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent
jurisdiction for federal and state courts over all suits brought to enforce any duty or
liability created by the Securities Act or the rules and regulations thereunder.  If the
provision applies to Securities Act claims, please also revise your prospectus to state that
there is uncertainty as to whether a court would enforce such provision and that investors
cannot waive compliance with the federal securities laws and the rules and regulations
thereunder.  If this provision does not apply to actions arising under the Securities Act or
Exchange Act, please also ensure that the exclusive forum provision in the governing
documents states this clearly, or tell us how you will inform investors in future filings that
the provision does not apply to any actions arising under the Securities Act or Exchange
Act.  In addition, clearly describe any risks or other impacts on investors from this
provision, including, if appropriate, that your exclusive forum provision may result in
increased costs for investors to bring a claim and that this provision could discourage
claims or limit investors’ ability to bring a claim in a judicial forum that they find
favorable.

 FirstName LastNameGeoffrey S. Dow, Ph.D.
 Comapany Name60 Degrees Pharmaceuticals, Inc.
 January 6, 2023 Page 3
 FirstName LastName
Geoffrey S. Dow, Ph.D.
60 Degrees Pharmaceuticals, Inc.
January 6, 2023
Page 3
            You may contact Franklin Wyman at 202-551-3660 or Kevin Kuhar at 202-551-3662 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Joshua Gorsky at 202-551-7836 or Tim Buchmiller at 202-551-3635 with any other
questions.

Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ross D. Carmel, Esq.

United States securities and exchange commission logo
December 16, 2022
Geoffrey S. Dow, Ph.D.
President and Chief Executive Officer
60 Degrees Pharmaceuticals, Inc.
1025 Connecticut Avenue NW Suite 1000
Washington, D.C. 20036
Re:60 Degrees Pharmaceuticals, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted December 5, 2022
CIK No. 0001946563
Dear Geoffrey S. Dow:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1, submitted December 5, 2022
Prospectus Summary, page 4
1.We note your response to prior comment 2 and your inclusion of the pipeline table on
pages 5 and 65.  Please revise your pipeline table to remove the "Earliest Possible
Marketing Date in USA" column.  Given that FDA approval of your products for the
treatment of your stated indications is not within your control, it is inappropriate to predict
the earliest date that such approval may be obtained for all of your products aside from
Arakoda, which has been approved by the FDA only for the prevention of malaria.  As
requested by our prior comment, please also depict the phase or status of development for
each product candidate including separate columns for preclinical development, Phase 1,
Phase 2 and Phase 3 trials with arrows showing where each program has progressed.

 FirstName LastNameGeoffrey S. Dow, Ph.D.
 Comapany Name60 Degrees Pharmaceuticals, Inc.
 December 16, 2022 Page 2
 FirstName LastName
Geoffrey S. Dow, Ph.D.
60 Degrees Pharmaceuticals, Inc.
December 16, 2022
Page 2
Strategy, page 8
2.We note your disclosure that in 2023, you plan to execute a randomized, placebo-
controlled double blind clinical study to prove that Arakoda accelerates time to sustained
clinical recovery in patients with mild-moderate disease with no risk factors.  Since your
previous Phase II trial was terminated early, please clarify whether the new trial will be
Phase II or Phase III.
Key Relationships & Licenses, page 10
3.Please disclose the maximum amount in milestone payments that could be due under the
Exclusive License Agreement with the U.S. Army Medical Materiel Development
Activity.
Common stock to be outstanding after the offering, page 15
4.We note your response to prior comment 11.  Please expand footnote 3 to address the
common stock that could be issuable upon conversion of the preferred stock that will be
issued for accrued interest on the Knight Loan.  Please also revise this section to indicate
what disclosure this footnote is intended to modify.
Business, page 64
5.We note your response to prior comment 18 and your inclusion of the section entitled
"Key Relationships & Licenses."  We reissue our prior comment in part.  In an appropriate
location, disclose how your licensing arrangement with the United States Army, which
you disclose excludes P. vivax malaria, would impact any targeted marketing efforts of
Arakoda for its currently approved use.
Arakoda, page 66
6.We note your response to prior comment 19 and your revised disclosure on page 66.  We
reissue our comment in part.  If any of the p-values from Phase II of the clinical
investigation were not statistically significant, please clarify that here and include
balancing disclosure in your prospectus summary.  Please also clarify here and in your
prospectus summary whether the trial was designed to show if the observed results could
be due to the administration of Arakoda on a standalone basis, or prior COVID infection,
prior vaccination, or both, or whether the results could be due to chance.  We also note the
p-value in Figure B on page 8 is 0.1209.  If the results shown could be due to chance,
please revise to make that clear.

 FirstName LastNameGeoffrey S. Dow, Ph.D.
 Comapany Name60 Degrees Pharmaceuticals, Inc.
 December 16, 2022 Page 3
 FirstName LastName
Geoffrey S. Dow, Ph.D.
60 Degrees Pharmaceuticals, Inc.
December 16, 2022
Page 3
            You may contact Franklin Wyman at 202-551-3660 or Angela Connell at 202-551-3426
if you have questions regarding comments on the financial statements and related
matters.  Please contact Joshua Gorsky at 202-551-7836 or Tim Buchmiller at 202-551-
3635 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ross D. Carmel, Esq.

United States securities and exchange commission logo
November 14, 2022
Geoffrey S. Dow, Ph.D.
President and Chief Executive Officer
60 Degrees Pharmaceuticals, Inc.
1025 Connecticut Avenue NW Suite 1000
Washington, D.C. 20036
Re:60 Degrees Pharmaceuticals, Inc.
Draft Registration Statement on Form S-1
Submitted on October 18, 2022
CIK No. 0001946563
Dear Geoffrey S. Dow:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1, Submitted on October 18, 2022
Cover Page
1.We note your disclosure on page 96.  Please advise whether you will be a controlled
company under the Nasdaq rules upon the completion of your offering.  If so, please
include appropriate disclosure on the prospectus cover page and in the Prospectus
Summary, and provide risk factor disclosure of this status and disclose the corporate
governance exemptions available to a controlled company.  To the extent you will be a
controlled company, the cover page and Prospectus Summary disclosure should include
the identity of your controlling stockholder(s), the amount of voting power the controlling
stockholder(s) will own following the completion of the offering and whether you intend
to rely on any exemptions from the corporate governance requirements that are available

 FirstName LastNameGeoffrey S. Dow, Ph.D.
 Comapany Name60 Degrees Pharmaceuticals, Inc.
 November 14, 2022 Page 2
 FirstName LastName
Geoffrey S. Dow, Ph.D.
60 Degrees Pharmaceuticals, Inc.
November 14, 2022
Page 2
to controlled companies.
Prospectus Summary, page 4
2.Please revise your disclosure here and in your Business section to include a pipeline table
depicting your clinical development programs, the specific indications being pursued, the
phase or status of development for each product candidate including separate columns for
preclinical development, Phase 1, Phase 2 and Phase 3 trials with arrows showing where
each program has progressed, and a column indicating the timing of expected data from
trials.  If the pursuit of any of the indications may be delayed or are contingent on
additional resources (such as marketing Arakoda as a malaria preventative treatment),
please clearly note that in your table.
Arakoda, page 6
3.We note your disclosure that you entered into a "cooperative research and development
agreement with the United States Army in 2014" and that in 2021 "with financial support
from the US Army [you] conducted a Phase II clinical investigation of the safety and
efficacy of Arakoda[.]"  Please revise your disclosure here and elsewhere to provide
further detail with regard to your research and development agreement with the U.S.
Army.  Please disclose the material provisions of this agreement including, but not limited
to, the term of the agreement and whether there are any milestone or royalty payment
requirements.
4.We note your disclosure regarding the Phase II clinical investigation of the safety and
efficacy of Arakoda in outpatients with mild-moderate COVID-19 that was completed in
October 2021.  If known, please indicate which variant of SARS-CoV-2 was represented
in this investigation and, if the results of this study may not be applicable to newer
variants, please include appropriate balancing disclosure.
5.We note your disclosure that "Arakoda has the potential to improve patient outcomes in
terms of recovery from yeast infections, and prevention of fungal pneumonias in
immunosuppressed patients[,]" that "Arakoda has the potential to reduce the duration of
treatment with antibiotic therapy in immunosuppressed patients and the time to parasite
clearance in non-immunosuppressed patients[,]" and that "[o]nce appropriate clinical
studies have been conducted, it is likely that Arakoda would be quickly embraced for
post-exposure prophylaxis of babesiosis in patients with tick bites and suspected of being
co-infected with Lyme disease."  Given that Arakoda is currently approved by the FDA
only for the prevention of malaria in individuals 18 years or older, please revise these and
similar statements indicating or implying that your product is, or will be determined to
be, safe and effective for indications other than the prevention of malaria in individuals 18
years or older.  Safety and efficacy determinations are solely within the authority of the
FDA or similar regulators and those decisions are rendered only after pivotal trials have
been completed.  If these statements indicate your beliefs, please revise accordingly.

 FirstName LastNameGeoffrey S. Dow, Ph.D.
 Comapany Name60 Degrees Pharmaceuticals, Inc.
 November 14, 2022 Page 3
 FirstName LastName
Geoffrey S. Dow, Ph.D.
60 Degrees Pharmaceuticals, Inc.
November 14, 2022
Page 3
Celgosivir, page 7
6.We note your disclosure that a clinical study of Celgosivir confirmed its safety.  Please
indicate where this study was conducted, whether the study was powered for statistical
significance and if the applicable regulatory authorities agreed with your conclusion.  If
true, please also indicate that other regulatory agencies may not agree with the study’s
safety conclusions and that you may need to conduct further studies in other jurisdictions.
Strategy, page 8
7.We note your disclosure that it is your belief that "Arakoda has the potential to reduce the
time to sustained clinical recovery [of COVID-19] by about three days."  In an appropriate
location in your prospectus, please provide data that supports this disclosure.
8.We note your disclosure that one of the three routes for the commercialization of Arakoda
for the malaria prevention market is "the prospect of additional U.S. Department of
Defense [] and government agency procurement in the future[.]"  Please revise your
disclosure here to note that, as indicated on page 57, upon the fulfillment of your existing
contract with the Department of Defense, the Department of Defense has not issued any
further contracts nor contract modifications to allow additional procurement.
Suppliers, page 10
9.We note your disclosure that you have quality and contract manufacturing agreements
relating to Arkoda in place with Knight Therapeutics, among other entities, "to allow
supply of Arakoda/Kodatef to Australia, Europe, Canada/Israel/Latin America and
Russia[.]"  Please identify whether any import or export control restrictions and sanctions
related to Russia's invasion of Ukraine are applicable to your business and describe the
impact on the company and investors.
Summary of Risk Factors, page 11
10.We note your last risk factor on page 43 regarding the potential for generic competition
for Arakoda for malaria.  Please tell us why including a summary of this risk factor in this
section would not be appropriate or revise as applicable.
Common stock to be outstanding after the offering, page 15
11.We note your disclosure on page F-18 that preferred stock will be issued for accrued
interest on the Knight Loan.  If appropriate, please disclose these securities and their
conversion terms in this section.
12.For the warrants described in footnote 3, please disclose the exercise prices.

 FirstName LastNameGeoffrey S. Dow, Ph.D.
 Comapany Name60 Degrees Pharmaceuticals, Inc.
 November 14, 2022 Page 4
 FirstName LastName
Geoffrey S. Dow, Ph.D.
60 Degrees Pharmaceuticals, Inc.
November 14, 2022
Page 4
Use of Proceeds, page 15
13.We note your disclosure on page 8 that your clinical study for Arakoda for COVID-19
will utilize the majority of the proceeds of the offering reserved for research and
development activities.  Please indicate this use here and in your disclosure under "Use of
Proceeds" on page 51.
Risk Factors, page 17
14.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a
number of recent initial public offerings, particularly among companies with relatively
smaller public floats.  Revise to include a separate risk factor addressing the potential for
rapid and substantial price volatility and any known factors particular to your offering that
may add to this risk and discuss the risks to investors when investing in stock where the
price is changing rapidly.  Clearly state that such volatility, including any stock-run up,
may be unrelated to your actual or expected operating performance and financial
condition or prospects, making it difficult for prospective investors to assess the rapidly
changing value of your stock.
Our product candidates are subject to extensive regulation..., page 23
15.In your first paragraph on page 26, please define the "AF" indication.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Concentration of Revenues, page 57
16.We note your disclosure that you receive a majority of your revenues from sales of the
Arakoda product to the Department of Defense and that you have an existing contract with
the Department of Defense.  Please revise your disclosure here to note the termination
date of this existing contract.
Revenue, page 59
17.We note your disclosure that you have a contract that was "executed by [y]our U.S.
government research partner to support commercialization efforts."  Please clarify which
government research partner you are referring to.
Business, page 64
18.We note the agreements you intend to file as Exhibits 10.20 through 10.23.  Please
describe the material terms of each such agreement, including each party's rights and
obligations thereunder, the duration of each agreement and any royalty and termination
provisions, or tell us why such disclosure would not be appropriate.  We also note you
have rights to use patents, manufacturing information and non-clinical and clinical data
licensed from the United States Army for tafenoquine for all indications except P. vivax

 FirstName LastNameGeoffrey S. Dow, Ph.D.
 Comapany Name60 Degrees Pharmaceuticals, Inc.
 November 14, 2022 Page 5
 FirstName LastName
Geoffrey S. Dow, Ph.D.
60 Degrees Pharmaceuticals, Inc.
November 14, 2022
Page 5
malaria.  Please file that agreement as an exhibit, and, in an appropriate location, disclose
how your licensing arrangement, which you disclose excludes P. vivax malaria, would
impact any targeted marketing efforts of Arakoda for its currently approved use.
Arakoda, page 66
19.We note your disclosure that you conducted a Phase II clinical investigation of the safety
and efficacy of Arakoda in outpatients with mild-moderate COVID-19 disease.
Please provide further details about this study including, but not limited to, where it was
conducted, how many outpatients were involved, how participants were selected, whether
there were any adverse effects, and whether the results were statistically significant.  We
note, for example, that Arakoda reduced clinical recovery time from shortness of breath,
cough, and fever (P<0.02), and improved aggregate symptom scores five days after
treatment (P<0.1).  If any of the p-values from this study were not statistically significant,
please clarify that here and include balancing disclosure in your prospectus summary.
Please also clarify here and in your prospectus summary whether the trial was designed to
show if the observed results could be due to the administration of Arakoda on a stand-
alone basis, or prior COVID infection, prior vaccination, or both, or whether the results
could be due to chance.
Strategy, page 68
20.We note your disclosure that you plan to conduct additional non-clinical studies to clarify
the process by which tafenoquine interacts with COVID-19 and that such studies will
attempt to determine whether tafenoquine acts as an immunomodulator (by decreasing the
production of immune system molecules that cause inflammation) and/or exhibits an
antiviral effect via inhibition of the host protease TMPRSS2.  If it is found that
tafenoquine acts as an immunomodulator, please indicate whether this could impact the
approval of prescribing tafenoquine for patients in the early stages of the disease process.
Intellectual Property, page 70
21.Please disclose the expiration dates for your current patents and the expected expiration
dates for your patent applications.
Certain Relationships and Related Party Transactions, page 97
22.We note your disclosure that 60P LLC entered into an agreement and plan of merger with
60 Degrees Pharmaceuticals, Inc.  Please file the merger agreement as an exhibit or tell us
why such agreement is not required to be filed.  See Item 601(b)(2) and (10) of Regulation
S-K.
23.Please disclose the standards that will be applied in determining whether to approve any
of the transactions described in this section.  Refer to Item 404(b)(1)(ii) of Regulation S-
K.

 FirstName LastNameGeoffrey S. Dow, Ph.D.
 Comapany Name60 Degrees Pharmaceuticals, Inc.
 November 14, 2022 Page 6
 FirstName LastName
Geoffrey S. Dow, Ph.D.
60 Degrees Pharmaceuticals, Inc.
November 14, 2022
Page 6
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Revenue Recognition, page F-10
24.Please provide a description of business activities constituting Research Revenue for 2021
and 2020 that includes linkage to associated research and development activities and
contractual arrangements with the Department of Defense, US Army, NIH, Florida State
University and other organizations, as applicable.  Describe the methods and key
assumptions underlying your accounting treatment for these revenues and revise
corresponding discussion in the section, Critical Accounting Policies, Significant
Judgments and Use of Estimates, accordingly.  In addition, expand Results of Operations
within MD&A to describe factors driving the significant increase in Research Revenue
from $368,107 in 2020 to $5,192,516 in 2021 and explain the relationship of these
revenues to reported research and development expense for each year.
General
25.Please provide us with copies of all written communications, as defined in Rule 405 under
the Securities Act, that you, or anyone authorized to do so on your behalf, present to
potential investors in reliance on Section 5(d) of the Securities Act, whether or not they
retain copies of the communications.
            You may contact Franklin Wyman at 202-551-3660 or Kevin Kuhar at 202-551-3662 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Joshua Gorsky at 202-551-7836 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ross D. Carmel, Esq.