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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/01/24 60 Degrees Pharmaceuticals, Inc. 10-K 12/31/23 91:9.8M EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.76M
2: EX-4.1 Description of the Registrants' Securities HTML 49K
7: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 45K
Awarded Compensation
3: EX-31.1 Certification -- §302 - SOA'02 HTML 29K
4: EX-31.2 Certification -- §302 - SOA'02 HTML 29K
5: EX-32.1 Certification -- §906 - SOA'02 HTML 26K
6: EX-32.2 Certification -- §906 - SOA'02 HTML 25K
13: R1 Cover HTML 108K
14: R2 Audit Information HTML 31K
15: R3 Consolidated Balance Sheets HTML 171K
16: R4 Consolidated Balance Sheets (Parentheticals) HTML 46K
17: R5 Consolidated Statements of Operations and HTML 156K
Comprehensive Loss
18: R6 Consolidated Statements of Operations and HTML 34K
Comprehensive Loss (Parentheticals)
19: R7 Consolidated Statements of Shareholders? and HTML 127K
Members? Equity (Deficit)
20: R8 Consolidated Statements of Shareholders? and HTML 27K
Members? Equity (Deficit) (Parentheticals)
21: R9 Consolidated Statements of Cash Flows HTML 163K
22: R10 Consolidated Statements of Cash Flows HTML 27K
(Parentheticals)
23: R11 Nature of Operations HTML 40K
24: R12 Summary of Significant Accounting Policies HTML 100K
25: R13 Inventory HTML 32K
26: R14 Property and Equipment HTML 33K
27: R15 Intangible Assets HTML 36K
28: R16 Stockholders' Equity HTML 58K
29: R17 Deferred Compensation HTML 31K
30: R18 Debt HTML 87K
31: R19 Derivative Liabilities HTML 58K
32: R20 Income Taxes HTML 63K
33: R21 Share-Based Compensation HTML 57K
34: R22 Commitments and Contingencies HTML 40K
35: R23 Subsequent Events HTML 36K
36: R24 Pay vs Performance Disclosure HTML 38K
37: R25 Insider Trading Arrangements HTML 32K
38: R26 Accounting Policies, by Policy (Policies) HTML 168K
39: R27 Summary of Significant Accounting Policies HTML 43K
(Tables)
40: R28 Inventory (Tables) HTML 33K
41: R29 Property and Equipment (Tables) HTML 32K
42: R30 Intangible Assets (Tables) HTML 37K
43: R31 Stockholders' Equity (Tables) HTML 39K
44: R32 Debt (Tables) HTML 74K
45: R33 Derivative Liabilities (Tables) HTML 58K
46: R34 Income Taxes (Tables) HTML 60K
47: R35 Share-Based Compensation (Tables) HTML 52K
48: R36 Commitments and Contingencies (Tables) HTML 34K
49: R37 Nature of Operations (Details) HTML 75K
50: R38 Summary of Significant Accounting Policies HTML 96K
(Details)
51: R39 Summary of Significant Accounting Policies HTML 44K
(Details) - Schedule of Liabilities Measured at
Fair Value
52: R40 Summary of Significant Accounting Policies HTML 32K
(Details) - Schedule of Exchange Rates Along with
Historical Rates Used in these Financial
Statements
53: R41 Inventory (Details) - Schedule of Inventory HTML 38K
54: R42 Property and Equipment (Details) HTML 28K
55: R43 Property and Equipment (Details) - Schedule of HTML 43K
Property and Equipment
56: R44 Intangible Assets (Details) HTML 35K
57: R45 Intangible Assets (Details) - Schedule of HTML 37K
Intangible Assets
58: R46 Intangible Assets (Details) - Schedule of HTML 47K
Estimated Future Amortization Expense for Our
Patents and Website Development Costs
59: R47 Stockholders' Equity (Details) HTML 223K
60: R48 Stockholders' Equity (Details) - Schedule of HTML 74K
Equity Classified Warrants
61: R49 Stockholders' Equity (Details) - Schedule of HTML 46K
Assumptions Used In Determining the Fair Value of
Equity Classified Warrants on the Respective Grant
62: R50 Deferred Compensation (Details) HTML 73K
63: R51 Debt (Details) HTML 271K
64: R52 Debt (Details) - Schedule of Promissory Notes HTML 44K
65: R53 Debt (Details) - Schedule of Bridge Notes and HTML 64K
Related Party Notes
66: R54 Debt (Details) - Schedule of Reconciliation of the HTML 36K
Beginning and Ending Balances for the Convertible
Knight Note
67: R55 Debt (Details) - Schedule of the Knight Debenture HTML 38K
68: R56 Debt (Details) - Schedule of the Current Future HTML 46K
Payment Obligations
69: R57 Derivative Liabilities (Details) HTML 39K
70: R58 Derivative Liabilities (Details) - Schedule of HTML 31K
Derivative Expense
71: R59 Derivative Liabilities (Details) - Schedule of HTML 70K
Derivative Liabilities Measured at Fair Value on a
Recurring Basis
72: R60 Derivative Liabilities (Details) - Schedule of HTML 50K
Fair Value of Liability-Classified Bridge Shares
73: R61 Income Taxes (Details) HTML 36K
74: R62 Income Taxes (Details) - Schedule of Loss Before HTML 35K
Provision (Benefit) for Income Taxes
75: R63 Income Taxes (Details) - Schedule of Provision HTML 53K
(Benefit) for Income Taxes
76: R64 Income Taxes (Details) - Schedule of HTML 68K
Reconciliation Between Income Taxes Computed at
the U.S. Statutory Income Tax Rate
77: R65 Income Taxes (Details) - Schedule of Deferred Tax HTML 52K
Assets (Liabilities)
78: R66 Share-Based Compensation (Details) HTML 77K
79: R67 Share-Based Compensation (Details) - Schedule of HTML 32K
Share-Based Compensation Expenses
80: R68 Share-Based Compensation (Details) - Schedule of HTML 37K
Fair Value of Options Granted
81: R69 Share-Based Compensation (Details) - Schedule of HTML 78K
Stock Option Activities
82: R70 Share-Based Compensation (Details) - Schedule of HTML 45K
RSU Activity
83: R71 Commitments and Contingencies (Details) HTML 94K
84: R72 Commitments and Contingencies (Details) - Schedule HTML 43K
of Future Minimum Lease Payments on a Discounted
and Undiscounted Basis
85: R73 Commitments and Contingencies (Details) - Schedule HTML 30K
of Other Information Related to our Operating
Lease
86: R74 Subsequent Events (Details) HTML 93K
88: XML IDEA XML File -- Filing Summary XML 171K
91: XML XBRL Instance -- ea0202353-10k_60degree_htm XML 1.70M
87: EXCEL IDEA Workbook of Financial Report Info XLSX 216K
9: EX-101.CAL XBRL Calculations -- sxtp-20231231_cal XML 181K
10: EX-101.DEF XBRL Definitions -- sxtp-20231231_def XML 1.21M
11: EX-101.LAB XBRL Labels -- sxtp-20231231_lab XML 2.18M
12: EX-101.PRE XBRL Presentations -- sxtp-20231231_pre XML 1.15M
8: EX-101.SCH XBRL Schema -- sxtp-20231231 XSD 269K
89: JSON XBRL Instance as JSON Data -- MetaLinks 704± 1.03M
90: ZIP XBRL Zipped Folder -- 0001213900-24-028577-xbrl Zip 664K
Exhibit 97.1
60 DEGREES PHARMACEUTICALS, INC.
CLAWBACK POLICY
Introduction
The Board of Directors (“Board”) of 60 Degrees Pharmaceuticals, Inc. (the “Company”) believes that it is in the best interests of the Company and its stockholders to adopt this policy which provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws (the “Policy”). This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10D-1 promulgated under the Exchange Act (“Rule 10D-1”), and Listing Rule 5608 of The Nasdaq Stock Market LLC (“Nasdaq”).
Administration
This Policy shall be administered by the Board or, if so designated by the Board, the Compensation Committee of the Board (the “Compensation Committee”) or the Audit Committee of the Board (the “Audit Committee”), or any special committee comprised of members of the Compensation Committee or Audit Committee (the “Administrator”). Any determinations made by the Administrator shall be final and binding on all affected individuals. Subject to any limitation at applicable law, the Administrator may authorize and empower any officer or employee of the Company to take any and all actions necessary or appropriate to carry out the purpose and intent of this Policy (other than with respect to any recovery under this Policy involving such officer or employee).
Covered Executives
This Policy applies to the Company’s current and former executive officers, as determined by the Administrator in accordance with Section 10D of the Exchange Act and the listing standards of the national securities exchange on which the Company’s securities are listed, and such other senior executives/employees who may from time to time be deemed subject to the Policy by the Administrator (each, a “Covered Executive”).
For the purposes of this Policy, “executive officers” shall include persons subject to reporting and short-swing liability provisions of Section 16 under the Exchange Act. This shall include the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice president in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Company and any person identified under Regulation S-K Item 401(b) in the Company’s annual reports and proxy statements. Executive officers of a parent or subsidiary are deemed executive officers of the listed company if they perform such policy-making functions for the listed company or such parent or subsidiary. The policy-making function is not intended to include policy-making functions that are not significant.
Recoupment; Accounting Restatement
In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the Administrator will require, as promptly as it reasonably can, reimbursement or forfeiture of any Incentive Compensation, as defined below, received by any Covered Executive during the three (3) completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement (the “Restatement Date”), so long as the Incentive Compensation received by such Covered Executive is in excess of what would have been awarded or vested after giving effect to the accounting restatement. The amount to be recovered will be the excess of Incentive Compensation paid to the Covered Executive based on the erroneous data in the original financial statements over the Incentive Compensation that would have been paid to the Covered Executive had it been based on the restated results, without respect to any taxes paid.
The Restatement Date is defined as the earlier of (i) the date the Board, a Board committee, or management (if no Board action is required) concludes, or reasonably should have concluded, that the Company is required to prepare an accounting restatement or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare an accounting restatement.
Incentive Compensation
For purposes of this Policy, “Incentive Compensation” means any of the following; provided that, such compensation is granted, earned, or vested based wholly or in part on the attainment of a financial reporting measure:
| ● | Annual bonuses and other short- and long-term cash incentives. |
| ● | Stock options. |
| ● | Stock appreciation rights. |
| ● | Restricted stock. |
| ● | Restricted stock units. |
| ● | Performance shares. |
| ● | Performance units. |
| ● | Non-equity incentive plan awards. |
2
Financial reporting measures include any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measure that is derived wholly or in-part from such measure. The following examples (and any measures derived therefrom) are non-exhaustive:
| ● | Company stock price. |
| ● | Total shareholder return. |
| ● | Revenues. |
| ● | Net income. |
| ● | Operating income. |
| ● | Earnings before interest, taxes, depreciation, and amortization (EBITDA). |
| ● | Funds from operations and adjusted funds from operations. |
| ● | Liquidity measures such as working capital or operating cash flow. |
| ● | Return measures such as return on invested capital or return on assets. |
| ● | Earnings measures such as earnings per share. |
| ● | Profitability of one or more reportable segments. |
| ● | Financial ratios such as accounts receivable turnover. |
| ● | Cost per employee, where cost is subject to any accounting restatement. |
| ● | Any of such financial reporting measures relative to a peer group, where the Company’s financial reporting measure is subject to an accounting restatement and tax basis income. |
| ● | Capital raised through debt or equity financing. |
| ● | Reductions in accounts receivables. |
For the avoidance of doubt, Incentive Compensation does not include annual salary, compensation awarded based on completion of a specified period of service, or compensation awarded based on subjective standards, strategic measures, or operational measures.
Incentive Compensation includes incentive-based compensation received by a person:
| ● | after beginning service as an executive officer; |
| ● | who serves as an executive officer at any time during the performance period for the incentive-based compensation; |
| ● | who served as an executive officer while the Company has a class of securities listed on a national securities exchange; and |
| ● | who serves as an executive officer during the three (3) fiscal years preceding the Restatement Date. |
3
For the avoidance of doubt, subsequent changes in a Covered Executive’s employment status, including retirement or termination of employment, do not affect the Company’s rights to recover incentive-based compensation pursuant to this Policy.
Excess Incentive Compensation: Amount Subject to Recovery
The amount to be recovered will be the excess of the Incentive Compensation paid to the Covered Executive based on the erroneous data over the Incentive Compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by the Administrator. Incentive Compensation is deemed “received” during the fiscal period during which the financial reporting measure specified in the incentive-based compensation award is attained, even if payment or grant of the Incentive Compensation occurs after the end of the period.
If the Administrator cannot determine the amount of excess Incentive Compensation received by the Covered Executive directly from the information in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatement.
Method of Recoupment
The Administrator will determine, in its sole discretion, the method for recouping excess Incentive Compensation hereunder, which may include, without limitation:
| ● | requiring reimbursement of cash Incentive Compensation previously paid; |
| ● | seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards; |
| ● | offsetting the recouped amount from any compensation otherwise owed by the Company to the Covered Executive; |
| ● | canceling outstanding vested or unvested equity awards; and/or |
| ● | taking any other remedial and recovery action permitted by law, as determined by the Administrator. |
No Indemnification of Covered Executives
The Company shall not indemnify any current or former Covered Executive against the loss of any incorrectly awarded Incentive Compensation, and shall not pay, or reimburse any Covered Executive for premiums for any insurance policy to fund such executive’s potential recovery obligations.
4
Indemnification of the Administrator
Any members of the Administrator who assist in the administration of this Policy, shall not be personally liable for any action, determination, or interpretation made with respect to this Policy and shall be fully indemnified by the Company to the fullest extent under applicable law and Company policy with respect to any such action, determination, or interpretation. The foregoing sentence shall not limit any other rights to indemnification of the Administrator under applicable law or Company policy.
Interpretation
The Administrator is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act, Rule 10D-1, Nasdaq Listing Rule 5608, and any other applicable rules or standards adopted by the Securities and Exchange Commission or any national securities exchange on which the Company’s securities are then listed.
Effective Date
This Policy shall be effective as of the date it is adopted by the Administrator (the “Effective Date”) and shall apply to Incentive Compensation that is approved, awarded, or granted to any Covered Executive on or after that date.
Amendment; Termination
The Board may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to reflect final regulations adopted by the Securities and Exchange Commission under Section 10D of the Exchange Act, Rule 10D-1, and Nasdaq Listing Rule 5608 and to comply with any other rules or standards adopted by a national securities exchange on which the Company’s securities are then listed. The Board may terminate this Policy at any time.
Other Recoupment Rights
The Administrator intends that this Policy will be applied to the fullest extent of the law. The Administrator may require that any employment agreement, equity award agreement, or similar agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company.
Impracticability
The Administrator shall recover any excess Incentive Compensation in accordance with this Policy unless such recovery would be impracticable, as determined by the Administrator in accordance with Rule 10D-1 of the Exchange Act and the listing standards of the national securities exchange on which the Company’s securities are listed.
Successors
This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators, or other legal representatives.
Exhibit Filing Requirement
A copy of this Policy and any amendments thereto shall be posted on the Company’s website and filed as an exhibit to the Company’s Annual Report on Form 10-K.
5
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/22/24 60 Degrees Pharmaceuticals, Inc. S-1 98:14M EdgarAgents LLC/FA 6/08/23 60 Degrees Pharmaceuticals, Inc. S-1/A 7:4.2M DataTracks Svcs Ltd./FA 5/19/23 60 Degrees Pharmaceuticals, Inc. S-1/A 19:5.5M DataTracks Svcs Ltd./FA 4/28/23 60 Degrees Pharmaceuticals, Inc. S-1/A 57:8.9M DataTracks Svcs Ltd./FA 4/03/23 60 Degrees Pharmaceuticals, Inc. S-1/A 45:7.3M DataTracks Svcs Ltd./FA 1/31/23 60 Degrees Pharmaceuticals, Inc. S-1 35:5.5M DataTracks Svcs Ltd./FA |