Knight Therapeutics Inc. - 28 Jul 2023 Form 4 Insider Report for 60 DEGREES PHARMACEUTICALS, INC. (SXTP)

Footnote F1

On July 28, 2023, 60 Degrees Pharmaceuticals, Inc. (the "Issuer"), at its sole discretion, converted 2,162 shares of Series A Non-Voting Convertible Preferred Stock (the "Preferred Stock") held by Knight Therapeutics International S.A., an Uruguayan corporation ("Knight Subsidiary") into 45,560 Common Shares, at a conversion price equal to the 10 day volume weighted average price of the Common Shares immediately prior to the conversion. The Preferred Stock has a floating conversion price. Only the Issuer can cause shares of Preferred Stock to be converted into Common Shares. The conversion price of the Preferred Stock is determined in respect of the shares of Preferred Stock that are actually converted into Common Shares by the Issuer at the time of such conversion. The timing of conversion of any shares of Preferred Stock occurrence is outside of the control of the holder of the Preferred Stock.

Footnote F2

After giving effect to the transaction reported on this Form 4, Knight Subsidiary directly beneficially owns 1,153,897 Common Shares, corresponding to 9.97% ownership interest based on 11,570,578 Common Shares issued and outstanding as of April 1, 2024, and 78,803 Preferred Stock convertible only at the sole discretion of the Issuer. Knight Therapeutics Inc., a Canadian corporation ("Knight Parent" and collectively with Knight Subsidiary, the "Reporting Persons") indirectly beneficially owns 1,153,897 Common Shares, and 78,803 Preferred Stock convertible only at the sole discretion of the Issuer.

Footnote F3

None of the Reporting Persons can cause the Preferred Stock to be converted into Common Shares, and the Reporting Persons have no control over the occurrence or timing of a conversion of the Preferred Stock by the Issuer into Common Shares. The shares of Preferred Stock are not "derivative securities." The Reporting Persons do not beneficially own any of the Common Shares underlying the Preferred Stock until such time as the Issuer actually converts shares of Preferred Stock held by the Reporting Persons into Common Shares.

Footnote F4

Knight Parent is the sole owner of Knight Subsidiary and, as a result, may be deemed the beneficial owner for purposes of Securities Exchange Act of 1934 (the "Act") of any securities of the Issuer beneficially owned by Knight Subsidiary. Knight Parent disclaims beneficial ownership over all of the Common Shares beneficially owned by Knight Subsidiary, other than for the purpose of determining obligations under the Act, and the filing of this Form 4 shall not be deemed an admission that Knight Parent is the beneficial owner of such securities for any other purpose.