ContractCommon Stock Purchase Warrant • July 17th, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date the Common Stock of the Company (as defined below) commences trading on a Trading Market (as defined herein) (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from 60 Degrees Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entr
ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTEConvertible Security Agreement • April 28th, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations
and validly issued at a 10% original issue discount by 60 Degrees Pharmaceuticals, LLC, a Washington DC limited liability corporation (the “Company”) (the “Note”).
COMMON STOCK PURCHASE WARRANTSecurities Agreement • April 28th, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Geoffrey Dow., or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from 60 Degrees Pharmaceuticals, LLC, a limited liability company (the “Company”), up to <WARRANT SHARES> shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant issued pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) entered into as of the Initial Exercise Date between the Company and the initial Holder.
WARRANT AGENT AGREEMENTWarrant Agent Agreement • January 22nd, 2024 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations
This Warrant Agent Agreement (this “Warrant Agreement”), effective as of [*], 2024 (the “Issuance Date”) is between 60 Degrees Pharmaceuticals, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and Equity Stock Transfer, LLC, a Nevada limited liability company (the “Warrant Agent”).
60 DEGREES PHARMACEUTICALS, INC. as the Company and as Trustee Subordinated Indenture Dated as of , 20Subordinated Indenture • July 12th, 2024 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
SUBORDINATED INDENTURE, dated as of , 20 , between 60 Degrees Pharmaceuticals, Inc., a Delaware corporation, as the Company, and , as Trustee.
COMMON STOCK PURCHASE WARRANTSecurity Agreement • April 28th, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Cavalry Investment Fund LP, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from 60° Pharmaceuticals, LLC, a limited liability company (the “Company”), up to <WARRANT SHARES> shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant issued pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) entered into as of the Initial Exercise Date between the Company and the initial Holder.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 28th, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May [*], 2022, by and between 60° Pharmaceuticals, LLC, a limited liability company, and each investor that executes the signature page hereto as a purchaser (each, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 28th, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 19, 2022, by and between 60 Degrees Pharmaceuticals, LLC, a limited liability company (the “Company”), and each lender party that executes the signature page hereto as a purchaser (each, a “Purchaser” and collectively, the “Purchasers”).
ContractBoard of Directors Agreement • June 8th, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations
This BOARD OF DIRECTORS AGREEMENT (“Agreement”) dated as of November 28th, 2022, by and between 60 DEGREES PHARMACEUTICALS, INC, a Delaware corporation (the “Company”), and the undersigned signatory (the “Director”), provides for director services, according to the following terms and conditions:
COMMON STOCK PURCHASE WARRANTSecurity Agreement • May 19th, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, SABBY VOLATILITY WARRANT MASTER FUND, LTD., or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from 60° Pharmaceuticals, Inc. (the “Company”), up to <Number of Warrant Shares>(1) shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant issued pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) entered into as of the Initial Exercise Date between the Company and the initial Holder.
WARRANT AGENT AGREEMENTWarrant Agent Agreement • February 2nd, 2024 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations
This Warrant Agent Agreement (this “Warrant Agreement”), effective as of January 31, 2024 (the “Issuance Date”) is between 60 Degrees Pharmaceuticals, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and Equity Stock Transfer, LLC, a Nevada limited liability company (the “Warrant Agent”).
At-The-Market Issuance Sales AgreementAt-the-Market Issuance Sales Agreement • July 12th, 2024 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
UNDERWRITING AGREEMENT 5,260,901 Units, Each Consisting of One Share of Common Stock and One Warrant to Purchase One Share of Common Stock; and 999,076 Pre- Funded Units, Each Consisting of One Pre-Funded Warrant to Purchase One Share of Common Stock...Underwriting Agreement • February 2nd, 2024 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
An aggregate of 5,260,901 Units (the “Firm Units”), each Firm Unit consisting of: (i) one share of the Company’s common stock, $0.0001 par value per share (the “Common Shares”); and (ii) one non-tradeable warrant to purchase one share of Common Stock (the “Non-Tradeable Warrants”); and
EMPLOYMENT AGREEMENTEmployment Agreement • April 28th, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations • Florida
This Employment Agreement, dated as of January 12, 2023 (this “Agreement”), is made and entered into by and between 60 Degrees Pharmaceuticals Inc., a De corporation (the “Company”), and Geoffrey Dow (the “Executive” and together with the Company, the “Parties” and individually a “Party”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 11.
COMMON STOCK PURCHASE WARRANTSecurity Agreement • June 1st, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, <HOLDER>., or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that is one hundred eighty days (180) days after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth year anniversary of the date of the IPO (the “Termination Date”) but not thereafter, to subscribe for and purchase from 60° Pharmaceuticals, Inc. (the “Company”), up to <WARRANT SHARES> shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant issued pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) entered into as of the Initial Exercise Date between the Company and the initial Holder. The Ho
COMMON STOCK PURCHASE WARRANTSecurity Agreement • February 2nd, 2024 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between 60 Degrees Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and WallachBeth Capital LLC dated January 29, 2024 (the “Underwriting Agreement”), WallachBeth Capital LLC (“Holder”) and its assignees, as registered holders of this purchase warrant (this “Warrant”), is entitled, at any time or from time to time from January 31, 2024 (the “Initial Exercise Date”), the date that is one hundred and eighty (180) days after the date of the commencement of the sales of the Company’s Common Stock, $0.0001 par value per share (the “Common Stock”), and at or before 5:00 p.m., Eastern time, on January 31, 2029 (five (5) years from the Effective Date) (the “Termination Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 375,599 shares of Common Stock of the Company (equal to six (6.0%) percent of the Common Stock that are part of the Units and Common Stock underly
UNDERWRITING AGREEMENT [●] Units, Each Consisting of One Share of Common Stock and One Warrant to Purchase One Share of Common Stock; and [●] Pre-Funded Units, Each Consisting of One Pre-Funded Warrant to Purchase One Share of Common Stock and One...Underwriting Agreement • January 22nd, 2024 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
An aggregate of [●] Units (the “Firm Units”), each Firm Unit consisting of: (i) one share of the Company’s common stock, $0.0001 par value per share (the “Common Stock”); and (ii) one non-tradeable warrant to purchase one share of Common Stock (the “Firm Non-Tradeable Warrants”); and
ORIGINAL ISSUE DISCOUNT PROMISSORY NOTEConvertible Security Agreement • May 19th, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE is duly authorized and validly issued at a 10% original issue discount by 60° Pharmaceuticals, Inc. (the “Company”) (the “Note”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 19th, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 8, 2023, by and between 60° Pharmaceuticals, Inc, and each investor that executes the signature page hereto as a purchaser (each, a “Purchaser” and collectively, the “Purchasers”).
AGREEMENT and PLAN OF MERGER ofMerger Agreement • April 28th, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Agreement and Plan of Merger (the “Plan”) for 60 Degrees Pharmaceuticals, LLC, a District of Columbia limited liability company (the “Company”), is made and entered into effective as of June 1, 2022 in accordance with the terms of the Company’s Eighth Amended and Restated Operating Agreement, dated as of December 31, 2021 (the “LLC Agreement”), the District of Columbia Limited Liability Company Act (the “DC Act”), and the Delaware General Corporation Law (the “DGCL”). Capitalized terms used but not otherwise defined in this Plan have the meanings ascribed to such terms in the LLC Agreement.
INTER-INSTITUTIONAL AGREEMENT BETWEENInter-Institutional Agreement • April 28th, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations
This Inter-Institutional Agreement (hereinafter “Agreement”) is entered into by 60 Degree, Inc., having a principal business address at 1025 Connecticut Avenue NW, Suite 1000, Washington D.C., hereinafter referred to as “60 Degree” and Florida State University Research Foundation, Inc. (“FSURF”), a direct support organization created by Florida State University (“FSU”) to, among other things, manage the licensing of intellectual property created at FSU. FSURF is located at 2000 Levy Ave. Suite 351, Tallahassee, FL 32310. The signatories to this
THE NOTE REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,AS AMENDED, ANO MAY NOT BE SOLO, TRANSFERRED, ASSIGN ED, PLEDGED, OR HYPOTHECATEO UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN...Subordination Agreement • April 3rd, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations
THE PAYMENT OF THIS NOTE ANO THE RIGHTS OF THE LENDER UNDER THIS NOTE ARE SUBORDINATED TO THE PAYMENT OF SENIOR INDEBTEDNESS (AS DEFINED IN THE SUBORDINATION AGREEMENT REFERRED TO BELOW) ("SENIOR INDEBTEDNESS") AND THE RIGHTS OF THE HOLDERS OF SENIOR INDEBTEDNESS PURSUANT TO THE TERMS OF THE SUBORDINATlON AGREEMENT DATED AS OF THE DATE HEREOF (THE "SUBORDINATION AGREEMENT") BY AND AMONG 60 DEGREES PHARMACEUTICALS, LLC, KNIGHT THERAPEUTICS (BARBADOS) INC. (THE "SENIOR LENDER") AND EACH OF THE CREDITORS REFERRED TO THEREIN, INCLUDING THE LENDER UNDER THIS NOTE.
AGREEMENT TO CONVERT DEBT TO EQUITYAgreement to Convert Debt to Equity • April 3rd, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations
This Agreement to Convert Debt to Equity (the “Agreement”) effective as of the 31st day of December, 2021 between 60° Pharmaceuticals, LLC, a limited liability company organized and operating under the laws of Washington, District of Columbia (“Company”), and Geoffrey Dow (“Creditor”), as follows:
SUBSCRIPTION AGREEMENT WITH Avante International Limited October 11, 2017 NOTICE TO INVESTORSSubscription Agreement • April 3rd, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations • Washington
THIS OFFERING IS BEING MADE SOLELY TO “ACCREDITED INVESTORS,” AS SUCH TERM IS DEFINED INRULE 501 OF REGULATION D UNDER THE SECURITIES ACT. THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE AND WILL BE OFFERED AND SOLD IN RELIANCE ON THE EXEMPTION FROM REGISTRATION AFFORDED BY SECTION 4(2) AND REGUlATION D (RULE 506) OF THE SECURITIES ACT AND CORRESPONDING PROVISIONS OF STATE SECURITIES LAWS.
ContractExclusive License Agreement • April 28th, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations
Please be advised that certain identified information has been excluded in Exhibit 10.20 because it is the type of information that the registrant treats as private or confidential and is (i) not material and (ii) would be competitively harmful if publicly disclosed.
AGREEMENT TO CONVERT DEBT TO EQUITYAgreement to Convert Debt to Equity • April 28th, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations
This Agreement to Convert Debt to Equity (the “Agreement”) is made as of the 3lst day of August, 2021 between 60° Pharmaceuticals, LLC, a limited liability company organized and operating under the laws of Washington, District of Columbia ( “Company"), and Dong Loock (“Creditor"), as follows:
ContractExclusive License Agreement • April 28th, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations
Please be advised that certain identified information has been excluded in Exhibit 10.34 because it is the type of information that the registrant treats as private or confidential and is (i) not material and (ii) would be competitively harmful if publicly disclosed.
DEBT CONVERSION AGREEMENTDebt Conversion Agreement • April 28th, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Debt Conversion Agreement (the “Agreement”), dated as of January 9, 2023, is by and between Knight Therapeutics International S.A., a corporation formed under the laws of Uruguay, and formerly known as Knight Therapeutics (Barbados) Inc. (the “Lender”), and 60 Degrees Pharmaceuticals, Inc., a Delaware corporation and successor by merger of 60°
CLINICAL TRIAL AGREEMENT PROTOCOL NUMBER: TQ-BA-2024-1 (NCT06207370) PROTOCOL TITLE: “Double-blind Placebo-controlled Study to Assess the Safety and Efficacy of Oral Tafenoquine plus Standard of Care versus Placebo plus Standard of Care in Patients...Clinical Trial Agreement • September 19th, 2024 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations
This Clinical Trial Agreement (this “Agreement”) is effective as of the last date of signature (the “Effective Date”) and sets forth certain agreements by and between 60 DEGREES PHARMACEUTICALS, INC , having its principal place of business at 1025 Connecticut Ave NW, Washington DC, 20036 (“Sponsor”), and Rhode Island Hospital with a principal place of business at 593 Eddy Street, Providence RI 02903 (hereinafter referred to as “Institution”), The persons executing this Agreement hereby represent that they are authorized to do so for and on behalf of the above-named companies and organizations.
AMMENDMENT TWO TO THE DEBT CONVERSION AGREEMENTDebt Conversion Agreement • April 28th, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This second amendment to the Debt Conversion Agreement (the “Second Amendment Agreement”) is made and entered into on this 27th day of January 2023, by and between Knight Therapeutics International S.A. (the “Lender”) and 60 Degrees Pharmaceuticals, INC. (the “Borrower”).
AGREEMENT TO CONSOLIDATE AND CONVERT EXISTING DEBTAgreement to Consolidate and Convert Existing Debt • April 3rd, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations
This Agreement to Consolidate and Convert Related Party Debt (the “Agreement”) is made effective as 31st December 2021 between 60° Pharmaceuticals, LLC, a limited liability company organized and operating under the laws of Washington, District of Columbia (“Company”), and Geoffrey Dow (“Creditor”), as follows:
COMMON STOCK PURCHASE WARRANTWarrant Agreement • January 31st, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Geoffrey Dow., or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from 60 Degrees Pharmaceuticals, LLC, a limited liability company (the “Company”), up to <WARRANT SHARES> shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant issued pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) entered into as of the Initial Exercise Date between the Company and the initial Holder.
CLINICAL TRIAL AGREEMENT PROTOCOL NUMBER: TQ-BA-2024-1 (NCT06207370) PROTOCOL TITLE: “Double-blind Placebo-controlled Study to Assess the Safety and Efficacy of Oral Tafenoquine plus Standard of Care versus Placebo plus Standard of Care in Patients...Clinical Trial Agreement • July 12th, 2024 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations
This Clinical Trial Agreement (this “Agreement”) is effective as of the last date of signature (the “Effective Date”) and sets forth certain agreements by and between 60 DEGREES PHARMACEUTICALS, INC , having its principal place of business at 1025 Connecticut Ave NW, Washington DC, 20036 (“Sponsor”), and TUFTS MEDICINE, INC., a Massachusetts not-for-profit corporation, on behalf of its affiliates, including but not limited to, Tufts Medical Center, Inc., Lowell General Hospital, MelroseWakefield Healthcare, and Home Health Foundation, with a principal place of business at 800 Washington Street, Boston, MA 02111INSTITUTION ADDRESS (hereinafter referred to as “Institution”). The persons executing this Agreement hereby represent that they are authorized to do so for and on behalf of the above-named companies and organizations.
AGREEMENT TO CONVERT DEBT TO EQUITYAgreement to Convert Debt to Equity • April 3rd, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations
This Agreement to Convert Debt to Equity (the “Agreement”) is made effective as of the 31st day of December, 2021 between 60° Pharmaceuticals, LLC, a limited liability company organized and operating under the laws of Washington, District of Columbia ( “Company”), and Ty Miller (“Creditor”), as follows:
NOTE EXTENSION AGREEMENTNote Extension Agreement • June 1st, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS NOTE EXTENSION AGREEMENT (this “Agreement”) is entered into and made effective as of May 18, 2023, by and between 60 DEGREES PHARMACEUTICALS, INC., a Delaware corporation (the “Maker”) and MOUNTJOY TRUST (the “Holder”).
