PHIO / Phio Pharmaceuticals Corp. - SEC फाइलिंग, वार्षिक रिपोर्ट, प्रॉक्सी स्टेटमेंट

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LEI 549300KOGMLSPLDVHR52
CIK 1533040
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Phio Pharmaceuticals Corp.
SEC Filings (Chronological Order)
यह पृष्ठ SEC फाइलिंग की एक पूरी, कालानुक्रमिक सूची प्रदान करता है, ओनरशिप फाइलिंग को छोड़कर, जो हम अन्यत्र प्रदान करते हैं।
September 3, 2025 EX-99.1

Phio Pharmaceuticals to Present at the H.C. Wainwright 27th Annual Global Investment Conference

Exhibit 99.1 Phio Pharmaceuticals to Present at the H.C. Wainwright 27th Annual Global Investment Conference Clinical trial advances to anticipated final cohort for INSTASYL siRNA lead product candidate PH-762 5th cohort patients now being treated in on-going clinical study KING OF PRUSSIA, PA-(Newsfile Corp.- September 3, 2025) — Phio Pharmaceuticals Corp. (NASDAQ: PHIO) is a clinical-stage bioph

September 3, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 3, 2025 PHIO PHARMACEUT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 3, 2025 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commi

August 28, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

August 27, 2025 424B3

Up to 1,928,337 Shares of Common Stock

S-3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-289621 PROSPECTUS Up to 1,928,337 Shares of Common Stock Pursuant to this prospectus, the selling stockholders identified herein (the “Selling Stockholders”) are offering on a resale basis an aggregate of up to 1,928,337 shares of common stock of Phio Pharmaceuticals Corp. (the “Company,” “we,” “us” or “our”), par value $0.0001 per share (t

August 15, 2025 S-3

As filed with the Securities and Exchange Commission on August 14, 2025

As filed with the Securities and Exchange Commission on August 14, 2025 Registration No.

August 15, 2025 EX-FILING FEES

CALCULATION OF FILING FEE TABLES Phio Pharmaceuticals Corp. Table 1: Newly Registered and Carry Forward Securities

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-3 Phio Pharmaceuticals Corp. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Sto

August 14, 2025 EX-10.2

Form of Indemnification Agreement.

Exhibit 10.2 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of the day of , 20 by and between Phio Pharmaceuticals Corp., a Delaware corporation (the “Company”) and (the “Indemnitee”). RECITALS A. The Company’s board of directors (the “Board”) has determined that the increasing difficulty in attracting and retaining qualified persons as directors and officer

August 14, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36304 Phi

August 14, 2025 EX-10.3

Separation Agreement and General Release of Claims, dated August 11, 2025, by and between the Company and Robert Infarinato.

Exhibit 10.3 SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS This SEPARATION AND GENERAL RELEASE OF CLAIMS (this "Agreement") is entered into by and between Robert Infarinato ("Employee") and Phio Pharmaceuticals Corp., a Delaware corporation (the "Company"). Employee and the Company are each referred to herein as a "£fil1Y" and collectively as the "Parties." WHEREAS, Employee's employment with

August 14, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 14, 2025 PHIO PHARMACEUTIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 14, 2025 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commiss

August 14, 2025 EX-99.1

Phio Pharmaceuticals Reports Second Quarter 2025 Financial Results and Provides Business Update Clinical trial advances for INSTASYL siRNA lead product candidate PH-762 5th cohort enrolling patients in on-going clinical study

Exhibit 99.1 Phio Pharmaceuticals Reports Second Quarter 2025 Financial Results and Provides Business Update Clinical trial advances for INSTASYL siRNA lead product candidate PH-762 5th cohort enrolling patients in on-going clinical study KING OF PRUSSIA, PA-(Newsfile Corp.-August 14, 2025) — Phio Pharmaceuticals Corp. (NASDAQ: PHIO) is a clinical-stage biopharmaceutical company developing therape

July 30, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

July 30, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 25, 2025 PHIO PHARMACEUTICAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 25, 2025 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commissio

July 30, 2025 EX-4.1

Form of Series J/K Warrant, dated July 28, 2025.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

July 30, 2025 EX-99.1

Phio Pharmaceuticals Announces Exercise of Warrants for Approximately $2.5 Million Gross Proceeds

Exhibit 99.1 Phio Pharmaceuticals Announces Exercise of Warrants for Approximately $2.5 Million Gross Proceeds King of Prussia, Pennsylvania-(Newsfile Corp. - July 25, 2025) - Phio Pharmaceuticals Corp. (NASDAQ: PHIO), a clinical-stage siRNA biopharmaceutical company developing therapeutics using its proprietary INTASYL® gene silencing technology to eliminate cancer, today announced the entry into

July 30, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

July 30, 2025 EX-10.1

Form of Inducement Letter Agreement, dated July 25, 2025, by and between Phio Pharmaceuticals Corp. and the Holders.

Exhibit 10.1 PHIO PHARMACEUTICALS CORP. July 25, 2025 Holder of Common Stock Purchase Warrants Re: Inducement Offer to Exercise Common Stock Purchase Warrants Dear Holder: Phio Pharmaceuticals Corp. (the “Company”) is pleased to offer to you the opportunity to exercise, in cash, all of the warrants to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”),

July 30, 2025 EX-4.2

Form of Placement Agent Warrant, dated July 28, 2025.

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

July 25, 2025 EX-99.1

Phio Pharmaceuticals Announces Agreement with U.S. Manufacturing Source for Drug Substance

Exhibit 99.1 Phio Pharmaceuticals Announces Agreement with U.S. Manufacturing Source for Drug Substance -Agreement covers contract development and manufacturing of lead compound PH-762 King of Prussia, Pennsylvania-(Newsfile Corp.-July 25, 2025) — Phio Pharmaceuticals Corp. (Nasdaq: PHIO) is a clinical-stage siRNA biopharmaceutical company developing therapeutics using its proprietary INTASYL® gen

July 25, 2025 EX-99.2

Phio Pharmaceuticals Announces Pathology Results for Four of Five Patients in Fourth Cohort

Exhibit 99.2 Phio Pharmaceuticals Announces Pathology Results for Four of Five Patients in Fourth Cohort Complete Pathologic Response in patient with cutaneous squamous cell carcinoma Partial Response in Stage 4 metastatic Merkel cell patient King of Prussia — (Newsfile Corp.-July 25, 2025) -Phio Pharmaceuticals Corp. (Nasdaq: PHIO) is a clinical-stage siRNA biopharmaceutical company developing th

July 25, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 25, 2025 PHIO PHARMACEUTICAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 25, 2025 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commissio

July 7, 2025 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 7, 2025 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commission

June 26, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 25, 2025 PHIO PHARMACEUTICAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 25, 2025 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commissio

June 26, 2025 EX-99.1

Phio Pharmaceuticals Announces Positive Safety Monitoring Committee Recommendation to Advance INTASYL® PH-762 Skin Cancer Clinical Trial to Fifth Dose Escalation Cohort

Exhibit 99.1 Phio Pharmaceuticals Announces Positive Safety Monitoring Committee Recommendation to Advance INTASYL® PH-762 Skin Cancer Clinical Trial to Fifth Dose Escalation Cohort -Phio’s lead clinical siRNA compound PH-762 demonstrates supportive safety profile in fourth cohort, permitting dose escalation in expected final cohort Marlborough, Massachusetts-(Newsfile Corp.-June 25, 2025) — Phio

June 12, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 6, 2025 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commission

June 12, 2025 EX-99.1

Phio Pharmaceuticals Announces Strategic Initiative to Create Awareness of the Comprehensive INTASYL ® siRNA Portfolio

Exhibit 99.1 Phio Pharmaceuticals Announces Strategic Initiative to Create Awareness of the Comprehensive INTASYL ® siRNA Portfolio – Robert Infarinato named VP, Strategic Development – Lisa Carson named as new VP, Finance and Administration Marlborough, Massachusetts—(Newsfile Corp.-June 6, 2025) — Phio Pharmaceuticals Corp. (Nasdaq: PHIO) is a clinical-stage siRNA biopharmaceutical company devel

June 12, 2025 EX-10.1

Offer Letter, executed April 21, 2025 by and between the Company and Lisa Carson

Exhibit 10.1 04/18/2025 Lisa Carson Dear Lisa, I am pleased to offer you the position of Vice President Finance and Administration with Phio Pharmaceuticals Corp. (the “Company”) reporting to the Chairman, President and Chief Executive Officer, effective May 12, 2025 (the “Effective Date”). You will receive a base salary of $290,000 annually, payable every two weeks in accordance with the regular

May 15, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 15, 2025 PHIO PHARMACEUTICALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 15, 2025 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commission

May 15, 2025 EX-99.1

Phio Pharmaceuticals Reports First Quarter 2025 Financial Results and Provides Business Update Clinical trial advances for INSTASYL siRNA lead product candidate PH-762 4th Cohort enrolling and treating patients in on-going clinical study

Exhibit 99.1 Phio Pharmaceuticals Reports First Quarter 2025 Financial Results and Provides Business Update Clinical trial advances for INSTASYL siRNA lead product candidate PH-762 4th Cohort enrolling and treating patients in on-going clinical study Marlborough, Massachusetts-(Newsfile Corp.-May 15, 2025) — Phio Pharmaceuticals Corp. (Nasdaq: PHIO) is a clinical-stage biopharmaceutical company de

May 15, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36304 Ph

May 7, 2025 EX-99.1

Phio Pharmaceuticals Announces Positive Pathology Results in Third Cohort in INTASYL® PH-762 Skin Cancer Clinical Trial

Exhibit 99.1 Phio Pharmaceuticals Announces Positive Pathology Results in Third Cohort in INTASYL® PH-762 Skin Cancer Clinical Trial – Complete Pathologic Response reported in 2 patients in the Third Cohort with cutaneous squamous cell carcinoma, complementing results in prior cohort – Phio to present trial results to date at a podium presentation at Society for Investigative Dermatology (SID) Ann

May 7, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 7, 2025 PHIO PHARMACEUTICALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 7, 2025 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commission

April 22, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 17, 2025 PHIO PHARMACEUTICA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 17, 2025 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commissi

April 22, 2025 EX-16.1

Letter of BDO USA P.C., dated April 21, 2025

Exhibit 16.1 April 21, 2025 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on April 17, 2025, to be filed by our former client, Phio Pharmaceuticals Corp. We agree with the statements made in response to that Item insofar as they relate to our Firm. Very truly yours,

April 9, 2025 EX-99.1

Phio Pharmaceuticals Announces Positive Safety Monitoring Committee Recommendation to Advance INTASYL® PH-762 Skin Cancer Study to Fourth Dose Escalation Cohort

Exhibit 99.1 Phio Pharmaceuticals Announces Positive Safety Monitoring Committee Recommendation to Advance INTASYL® PH-762 Skin Cancer Study to Fourth Dose Escalation Cohort -Phio’s lead clinical siRNA compound PH-762 demonstrates supportive safety profile in third cohort, permitting escalation in next dose concentration Marlborough, Massachusetts-(Newsfile Corp.-April 9, 2025) — Phio Pharmaceutic

April 9, 2025 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 9, 2025 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commissio

March 31, 2025 EX-99.1

Phio Pharmaceuticals Reports 2024 Year End Financial Results and Provides Business Update Continues advancing clinical trial for INSTASYL siRNA lead product candidate PH-762 3rd Cohort now fully enrolled in on-going clinical study

Exhibit 99.1 Phio Pharmaceuticals Reports 2024 Year End Financial Results and Provides Business Update Continues advancing clinical trial for INSTASYL siRNA lead product candidate PH-762 3rd Cohort now fully enrolled in on-going clinical study Marlborough, Massachusetts-(Newsfile Corp.-March 31, 2025) — Phio Pharmaceuticals Corp. (Nasdaq: PHIO) is a clinical-stage biotechnology company developing

March 31, 2025 EX-19.1

Insider Trading Policy.

Exhibit 19.1 PHIO PHARMACEUTICALS CORP. Insider Trading Policy Purpose This Insider Trading Policy (the “Policy”) provides guidelines with respect to transactions in the securities of Phio Pharmaceuticals Corp. (the “Company”) and the handling of confidential information about the Company and the companies with which the Company does business. The Company’s Board of Directors has adopted this Poli

March 31, 2025 EX-10.30

First Amendment to the Employment Agreement of Robert J. Bitterman, dated March 25, 2025, by and between the Company and Robert Bitterman.

Exhibit 10.30 FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT OF ROBERT J. BITTERMAN This First Amendment to the Employment Agreement of Robert J. Bitterman (the “Amendment”) is entered into this 25th day of March, 2025, by and between Robert J. Bitterman (“Executive”) and Phio Pharmaceuticals Corp., a Delaware corporation (the “Company”). Recitals WHEREAS, the Company and Executive have entered into

March 31, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 31, 2025 PHIO PHARMACEUTICA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 31, 2025 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commissi

March 31, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-363

February 20, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 19, 2025 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commi

February 20, 2025 EX-99.1

Phio Pharmaceuticals Announces Appointment of David H. Deming to Board of Directors

Exhibit 99.1 Phio Pharmaceuticals Announces Appointment of David H. Deming to Board of Directors MARLBOROUGH, Mass., February 20, 2025 (NEWSFILE) — Phio Pharmaceuticals Corp. (Nasdaq: PHIO) is a clinical-stage biotechnology company developing therapeutics that use its INTASYL® siRNA gene silencing technology designed to make the body’s immune cells more effective in killing cancer cells. Phio anno

January 29, 2025 424B3

Up to 5,930,016 Shares of Common Stock

Prospectus Filed Pursuant to Rule 424(b)(3) Registration No. 333-284381 Up to 5,930,016 Shares of Common Stock Pursuant to this prospectus, the selling stockholders identified herein (the “Selling Stockholders”) are offering on a resale basis an aggregate of up to 5,930,016 shares of common stock of Phio Pharmaceuticals Corp. (the “Company,” “we,” “us” or “our”), par value $0.0001 per share (the “

January 27, 2025 CORRESP

PHIO PHARMACEUTICALS CORP. 11 Apex Drive, Suite 300A, PMB 2006 Marlborough, MA 01752

PHIO PHARMACEUTICALS CORP. 11 Apex Drive, Suite 300A, PMB 2006 Marlborough, MA 01752 January 27, 2025 VIA EDGAR Office of Life Sciences Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Tamika Sheppard Re: Phio Pharmaceuticals Corp. Registration Statement on Form S-1 Filed January 21, 2025 File No. 333-284381 Request for Acceler

January 21, 2025 S-1

As filed with the Securities and Exchange Commission on January 21, 2025

Table of Contents As filed with the Securities and Exchange Commission on January 21, 2025 Registration No.

January 21, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Phio Pharmaceuticals Corp.

January 17, 2025 EX-4.1

Form of Series I Common Stock Warrant.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

January 17, 2025 424B5

Phio Pharmaceuticals Corp. 610,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-279557 PROSPECTUS SUPPLEMENT (To Prospectus dated July 1, 2024) Phio Pharmaceuticals Corp. 610,000 Shares of Common Stock We are offering 610,000 shares of our common stock, par value $0.0001 per share (“Common Stock”) to several institutional investors pursuant to this prospectus supplement and the accompanying prospectus. In a concu

January 17, 2025 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 16, 2025 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commis

January 17, 2025 EX-4.2

Form of Placement Agent Warrant.

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

January 17, 2025 EX-10.1

Form of Securities Purchase Agreement, dated January 16, 2025, by and between the Company and each of the Purchasers signatory thereto.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 16, 2025, by and between Phio Pharmaceuticals Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms an

January 17, 2025 EX-1

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

January 17, 2025 EX-99.1

Phio Pharmaceuticals Announces $1.83 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules

Exhibit 99.1 Phio Pharmaceuticals Announces $1.83 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules MARLBOROUGH, Mass., January 16, 2025 (NEWSFILE) — Phio Pharmaceuticals Corp. (Nasdaq: PHIO), a clinical-stage biotechnology company that develops therapeutics using its INTASYL® siRNA gene silencing technology to make the body’s immune cells more effective in killing cancer

January 15, 2025 424B5

Phio Pharmaceuticals Corp. 833,335 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-279557 PROSPECTUS SUPPLEMENT (To Prospectus dated July 1, 2024) Phio Pharmaceuticals Corp. 833,335 Shares of Common Stock We are offering 833,335 shares of our common stock, par value $0.0001 per share (“Common Stock”) to several institutional investors pursuant to this prospectus supplement and the accompanying prospectus. In a concu

January 15, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 14, 2025 PHIO PHARMACEUTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 14, 2025 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commis

January 15, 2025 EX-99.1

Phio Pharmaceuticals Announces $2.5 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules

Exhibit 99.1 Phio Pharmaceuticals Announces $2.5 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules MARLBOROUGH, Mass., January 15, 2025 (NEWSFILE) — Phio Pharmaceuticals Corp. (Nasdaq: PHIO), a clinical-stage biotechnology company that develops therapeutics using its INTASYL® siRNA gene silencing technology to make the body’s immune cells more effective in killing cancer c

January 15, 2025 EX-4.2

Form of Placement Agent Warrant.

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

January 15, 2025 EX-4.1

Form of Series H Common Stock Warrant.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

January 15, 2025 EX-10.1

Form of Securities Purchase Agreement, dated January 14, 2025, by and between the Company and each of the Purchasers signatory thereto.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 14, 2025, by and between Phio Pharmaceuticals Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms an

January 14, 2025 EX-99.1

Phio Pharmaceuticals Announces $3.19 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules

Exhibit 99.1 Phio Pharmaceuticals Announces $3.19 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules MARLBOROUGH, Mass., January 14, 2025 (NEWSFILE) — Phio Pharmaceuticals Corp. (Nasdaq: PHIO), a clinical-stage biotechnology company that develops therapeutics using its INTASYL® siRNA gene silencing technology to make the body’s immune cells more effective in killing cancer

January 14, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 13, 2025 PHIO PHARMACEUTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 13, 2025 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commis

January 14, 2025 EX-10.1

Form of Securities Purchase Agreement, dated January 13, 2025, by and between the Company and each of the Purchasers signatory thereto.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 13, 2025, by and between Phio Pharmaceuticals Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms an

January 14, 2025 424B5

Phio Pharmaceuticals Corp. 1,063,670 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-279557 PROSPECTUS SUPPLEMENT (To Prospectus dated July 1, 2024) Phio Pharmaceuticals Corp. 1,063,670 Shares of Common Stock We are offering 1,063,670 shares of our common stock, par value $0.0001 per share (“Common Stock”) to several institutional investors pursuant to this prospectus supplement and the accompanying prospectus. In a c

January 14, 2025 EX-4.1

Form of Series G Common Stock Warrant.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

January 14, 2025 EX-4.2

Form of Placement Agent Warrant.

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

January 13, 2025 EX-99.1

Phio Pharmaceuticals Announces Promising Results of Second Cohort from its Ongoing Clinical Study of PH-762 Pathologic Complete Response reported for 2 patients with cutaneous Squamous Cell Carcinoma

Exhibit 99.1 Phio Pharmaceuticals Announces Promising Results of Second Cohort from its Ongoing Clinical Study of PH-762 Pathologic Complete Response reported for 2 patients with cutaneous Squamous Cell Carcinoma MARLBOROUGH, Mass., Jan 13, 2025 (NEWSFILE) — Phio Pharmaceuticals Corp. (Nasdaq: PHIO) is a clinical-stage biotechnology company developing therapeutics that use its INTASYL® siRNA gene

January 13, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 13, 2025 PHIO PHARMACEUTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 13, 2025 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commis

December 27, 2024 EX-1

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

December 26, 2024 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 23, 2024 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commi

December 26, 2024 EX-99.II

JOINT FILING AGREEMENT

EXHIBIT II JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of common stock of Phio Pharmaceuticals Corp.

December 26, 2024 EX-99.I

LIMITED POWER OF ATTORNEY

Exhibit I LIMITED POWER OF ATTORNEY THIS LIMITED POWER OF ATTORNEY given on the 16th day of July, 2015 by CVI Investments, Inc.

December 26, 2024 EX-4.2

Form of Placement Agent Warrant

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

December 26, 2024 EX-10.1

Form of Securities Purchase Agreement, dated December 23, 2024, by and between the Company and each of the Purchasers signatory thereto.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 23, 2024, by and between Phio Pharmaceuticals Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms a

December 26, 2024 EX-99.1

Phio Pharmaceuticals Announces Registered Direct Offering Priced At-the-Market Under Nasdaq Rules

Exhibit 99.1 Phio Pharmaceuticals Announces Registered Direct Offering Priced At-the-Market Under Nasdaq Rules MARLBOROUGH, Mass., Dec 23, 2024 (NEWSFILE) — Phio Pharmaceuticals Corp. (Nasdaq: PHIO), a clinical-stage biotechnology company that develops therapeutics using its INTASYL® siRNA gene silencing technology to make the body’s immune cells more effective in killing cancer cells, today annou

December 26, 2024 EX-4.1

Form of Series F Common Stock Warrant.

EX-4.1 2 phioex0401.htm FORM OF SERIES F COMMON STOCK WARRANT, DATED DECEMBER 24, 2024 Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”

December 23, 2024 424B5

Phio Pharmaceuticals Corp. 240,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-279557 PROSPECTUS SUPPLEMENT (To Prospectus dated July 1, 2024) Phio Pharmaceuticals Corp. 240,000 Shares of Common Stock We are offering 240,000 shares of our common stock, par value $0.0001 per share (“Common Stock”) to several institutional investors pursuant to this prospectus supplement and the accompanying prospectus. In a concu

December 20, 2024 424B5

Phio Pharmaceuticals Corp. 437,192 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-279557 PROSPECTUS SUPPLEMENT (To Prospectus dated July 1, 2024) Phio Pharmaceuticals Corp. 437,192 Shares of Common Stock We are offering 437,192 shares of our common stock, par value $0.0001 per share (“Common Stock”) to several institutional investors pursuant to this prospectus supplement and the accompanying prospectus. In a concu

December 20, 2024 EX-10.1

Form of Securities Purchase Agreement, dated December 19, 2024, by and between the Company and each of the Purchasers signatory thereto.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 19, 2024, by and between Phio Pharmaceuticals Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms a

December 20, 2024 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 19, 2024 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commi

December 20, 2024 EX-4.2

Form of Placement Agent Warrant

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

December 20, 2024 EX-4.1

Form of Series E Common Stock Warrant.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

December 20, 2024 EX-99.1

Phio Pharmaceuticals Announces $1.15 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules

Exhibit 99.1 Phio Pharmaceuticals Announces $1.15 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules MARLBOROUGH, Mass., Dec 19, 2024 (NEWSFILE) — Phio Pharmaceuticals Corp. (Nasdaq: PHIO), a clinical-stage biotechnology company that develops therapeutics using its INTASYL® siRNA gene silencing technology to make the body’s immune cells more effective in killing cancer cell

December 19, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 18, 2024 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commi

December 19, 2024 EX-99.1

Phio Pharmaceuticals Announces Positive Safety Monitoring Committee (SMC) Recommendation to continue to Third Dose Cohort in its Clinical Study of PH-762 -Phio’s Lead Compound PH-762 demonstrates encouraging safety profile in 2nd cohort with recommen

Exhibit 99.1 . Phio Pharmaceuticals Announces Positive Safety Monitoring Committee (SMC) Recommendation to continue to Third Dose Cohort in its Clinical Study of PH-762 -Phio’s Lead Compound PH-762 demonstrates encouraging safety profile in 2nd cohort with recommendation to escalate to next dose concentration MARLBOROUGH, Mass., Dec 19, 2024 (NEWSFILE) — Phio Pharmaceuticals Corp. (Nasdaq: PHIO) i

November 14, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 14, 2024 PHIO PHARMACEUT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 14, 2024 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commi

November 14, 2024 EX-99.1

Phio Pharmaceuticals Reports Third Quarter 2024 Financial Results and Provides Business Update

. Phio Pharmaceuticals Reports Third Quarter 2024 Financial Results and Provides Business Update MARLBOROUGH, Mass., November 14, 2024 (NEWSFILE) — Phio Pharmaceuticals Corp. (Nasdaq: PHIO) is a clinical-stage biotechnology company exploring new pathways towards a cancer-free future by using its INTASYL® siRNA gene silencing technology designed to make the body’s immune cells more effective in kil

November 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3630

November 13, 2024 SC 13G/A

PHIO / Phio Pharmaceuticals Corp. / INTRACOASTAL CAPITAL, LLC - AMENDMENT NO. 5 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 ea022071808-13ga5intraphio.htm AMENDMENT NO. 5 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Phio Pharmaceuticals Corp. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 71880W501 (CUSIP Number) September 30, 2024 (Date of Event Whic

November 7, 2024 EX-99.1

Phio Pharmaceuticals Announces Upcoming Presentation at the 39th Annual Meeting of the Society for Immunotherapy of Cancer (SITC) Presenting new clinical data from Phio’s on-going Phase 1b trial

Exhibit 99.1 Phio Pharmaceuticals Announces Upcoming Presentation at the 39th Annual Meeting of the Society for Immunotherapy of Cancer (SITC) Presenting new clinical data from Phio’s on-going Phase 1b trial MARLBOROUGH, Mass., Nov 7, 2024 (NEWSFILE) — Phio Pharmaceuticals Corp. (Nasdaq: PHIO) is a clinical-stage biotechnology company creating new pathways towards a cancer-free future by using its

November 7, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 7, 2024 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commis

August 14, 2024 EX-99.1

Phio Pharmaceuticals Reports Second Quarter 2024 Financial Results and Provides Business Update

Exhibit 99.1 Phio Pharmaceuticals Reports Second Quarter 2024 Financial Results and Provides Business Update MARLBOROUGH, Mass., August 14, 2024—Phio Pharmaceuticals Corp. (Nasdaq: PHIO), a clinical stage biotechnology company whose proprietary INTASYL™ siRNA gene silencing technology is designed to make immune cells more effective in killing tumor cells, today reported its financial results for t

August 14, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 14, 2024 PHIO PHARMACEUTIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 14, 2024 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commiss

August 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36304 Phi

August 5, 2024 424B3

Up to 1,131,468 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No 333-281052 Prospectus Up to 1,131,468 Shares of Common Stock Pursuant to this prospectus, the selling stockholders identified herein (the “Selling Stockholders”) are offering on a resale basis an aggregate of up to 1,131,468 shares of common stock of Phio Pharmaceuticals Corp.

August 1, 2024 EX-10.1

Employment Agreement, dated July 9, 2024, by and between the Company and Robert M. Infarinato.

Exhibit 10.1 07/09/2024 Robert M. Infarinato Dear Bob, I am pleased to offer you the position of Vice President, Chief Financial Officer with Phio Pharmaceuticals Corp. (the “Company”) reporting to the Chairman, President and Chief Executive Officer, effective August 1, 2024 (the "Effective Date"). You will receive a base salary of $180,000 annually, payable every two weeks in accordance with the

August 1, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 15, 2024 PHIO PHARMACEUTICAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 15, 2024 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commissio

August 1, 2024 EX-99.1

Phio Pharmaceuticals Announces New Chief Financial Officer

Exhibit 99.1 Phio Pharmaceuticals Announces New Chief Financial Officer MARLBOROUGH, Massachusetts – (Newsfile Corp. – August 1, 2024) - Phio Pharmaceuticals Corp. (Nasdaq: PHIO), a clinical stage biotechnology company whose proprietary INTASYL™ siRNA gene silencing technology is designed to make immune cells more effective in killing tumor cells, today announced the appointment of Robert M. Infar

July 30, 2024 CORRESP

PHIO PHARMACEUTICALS CORP. 11 Apex Drive, Suite 300A, PMB 2006 Marlborough, MA 01752

PHIO PHARMACEUTICALS CORP. 11 Apex Drive, Suite 300A, PMB 2006 Marlborough, MA 01752 July 30, 2024 VIA EDGAR Office of Life Sciences Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Tim Buchmiller Re: Phio Pharmaceuticals Corp. Registration Statement on Form S-1 Filed July 26, 2024 File No. 333-281052 Request for Acceleration o

July 26, 2024 S-1

As filed with the Securities and Exchange Commission on July 26, 2024

Table of Contents As filed with the Securities and Exchange Commission on July 26, 2024 Registration No.

July 26, 2024 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Phio Pharmaceuticals Corp.

July 24, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 19, 2024 PHIO PHARMACEUTICAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 19, 2024 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commissio

July 12, 2024 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 11, 2024 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commissio

July 12, 2024 EX-99.1

Phio Pharmaceuticals Announces Exercise of Warrants for $3.1 Million Gross Proceeds

Exhibit 99.1 Phio Pharmaceuticals Announces Exercise of Warrants for $3.1 Million Gross Proceeds MARLBOROUGH, Massachusetts – (Newsfile Corp. - July 12, 2024) - Phio Pharmaceuticals Corp. (Nasdaq: PHIO) (the “Company”), a clinical stage biotechnology company whose proprietary INTASYL® siRNA gene silencing technology is designed to make immune cells more effective in killing tumor cells, today anno

July 12, 2024 EX-10.1

Form of Inducement Letter Agreement, dated July 11, 2024, by and between Phio Pharmaceuticals Corp. and the Holders.

Exhibit 10.1 PHIO PHARMACEUTICALS CORP. July 11, 2024 Holder of Common Stock Purchase Warrants Re: Inducement Offer to Exercise Common Stock Purchase Warrants Dear Holder: Phio Pharmaceuticals Corp. (the “Company”) is pleased to offer to you the opportunity to exercise all of the warrants to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and set for

July 12, 2024 EX-4.2

Form of Placement Agent Warrant.

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

July 12, 2024 EX-4.1

Form of Series C/D Warrant.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

July 5, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 3, 2024 PHIO PHARMACEUTICALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 3, 2024 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commission

July 5, 2024 EX-99.1

Phio Pharmaceuticals Terminates Share Purchase Agreement with Triton Funds

Exhibit 99.1 Phio Pharmaceuticals Terminates Share Purchase Agreement with Triton Funds MARLBOROUGH, Massachusetts-(Newsfile Corp. – July 5, 2024)—Phio Pharmaceuticals Corp. (Nasdaq: PHIO), a clinical stage biotechnology company whose proprietary INTASYL® siRNA gene silencing technology is designed to make immune cells more effective in killing tumor cells, today announced it has terminated its sh

July 2, 2024 EX-99.1

Phio Pharmaceuticals Announces Reverse Stock Split

Exhibit 99.1 Phio Pharmaceuticals Announces Reverse Stock Split MARLBOROUGH, Mass. (Newsfile Corp. – July 2, 2024) - Phio Pharmaceuticals Corp. (Nasdaq: PHIO) (the “Company”), a clinical stage biotechnology company whose proprietary INTASYL® siRNA gene silencing technology is designed to make immune cells more effective in killing tumor cells, today announced that the Company’s Board of Directors

July 2, 2024 EX-3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Phio Pharmaceuticals Corp.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PHIO PHARMACEUTICALS CORP. Phio Pharmaceuticals Corp. (the “Corporation”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”), hereby certifies as follows: FIRST: That the Board of Directors of the Corporation ha

July 2, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 1, 2024 PHIO PHARMACEUTICALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 1, 2024 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commission

June 27, 2024 CORRESP

PHIO PHARMACEUTICALS CORP. 11 Apex Drive, Suite 300A, PMB 2006 Marlborough, MA 01752

PHIO PHARMACEUTICALS CORP. 11 Apex Drive, Suite 300A, PMB 2006 Marlborough, MA 01752 June 27, 2024 VIA EDGAR Office of Life Sciences Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Tamika Sheppard Re: Phio Pharmaceuticals Corp. Registration Statement on Form S-3 Filed May 20, 2024 File No. 333-279557 Request for Acceleration o

June 21, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 17, 2024 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commissio

June 21, 2024 EX-10.1

2020 Phio Pharmaceuticals Corp. Long Term Incentive Plan, as amended and restated.

Exhibit 10.1 PHIO PHARMACEUTICALS CORP. 2020 LONG TERM INCENTIVE PLAN 1. GENERAL. (a) Successor to Prior Plan. This Plan is the successor to the Phio Pharmaceuticals Corp. 2012 Long Term Incentive Plan, as amended (the “Prior Plan”). From and after 12:01 a.m. Eastern time on the Effective Date, no additional stock awards will be granted under the Prior Plan. (b) Eligible Award Recipients. Employee

May 28, 2024 EX-99.1

Phio Pharmaceuticals Announces Positive Recommendation from Safety Monitoring Committee (SMC) of Phase 1b Clinical Study of Phio’s Lead Compound PH-762 -Intratumoral PH-762 has encouraging safety profile in the initial cohort - Escalation to proceed

Exhibit 99.1 Phio Pharmaceuticals Announces Positive Recommendation from Safety Monitoring Committee (SMC) of Phase 1b Clinical Study of Phio’s Lead Compound PH-762 -Intratumoral PH-762 has encouraging safety profile in the initial cohort - Escalation to proceed to next dose concentration MARLBOROUGH, Mass., May 28, 2024 (NEWSFILE) — Phio Pharmaceuticals Corp. (Nasdaq: PHIO), a clinical stage biot

May 28, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 28, 2024 PHIO PHARMACEUTICALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 28, 2024 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commission

May 20, 2024 S-3

As filed with the Securities and Exchange Commission on May 20, 2024

Table of Contents As filed with the Securities and Exchange Commission on May 20, 2024 Registration No.

May 20, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Phio Pharmaceuticals Corp.

May 20, 2024 RW

PHIO PHARMACEUTICALS CORP. 11 Apex Drive, Suite 300A, PMB 2006 Marlborough, MA 01752

PHIO PHARMACEUTICALS CORP. 11 Apex Drive, Suite 300A, PMB 2006 Marlborough, MA 01752 May 20, 2024 VIA EDGAR Office of Life Sciences Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Phio Pharmaceuticals Corp. Request to Withdraw Registration Statement on Form S-1 Filed May 17, 2024 File No. 333-279511 Ladies and Gentlemen: Pursuan

May 17, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 16, 2024 PHIO PHARMACEUTICALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 16, 2024 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commission

May 17, 2024 S-3

As filed with the Securities and Exchange Commission on May 17, 2024

Table of Contents As filed with the Securities and Exchange Commission on May 17, 2024 Registration No.

May 17, 2024 EX-10.1

Purchase Agreement, dated May 16, 2024, by and between Phio Pharmaceuticals Corp. and Triton Funds LP.

Exhibit 10.1 PURCHASE AGREEMENT PURCHASE AGREEMENT (the “Agreement”), dated as of May 16, 2024, by and between PHIO PHARMACEUTICALS CORP., a Delaware corporation (the “Company”), and TRITON FUNDS LP, a Delaware limited partnership (the “Investor”). RECITALS WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the Investor wishes

May 17, 2024 EX-99.1

Phio Pharmaceuticals Secures New Investor --Fund invests in microcap equities

Exhibit 99.1 Phio Pharmaceuticals Secures New Investor -Fund invests in microcap equities MARLBOROUGH, Mass., May 17, 2024 (GLOBE NEWSWIRE) — Phio Pharmaceuticals Corp. (Nasdaq: PHIO), a clinical stage biotechnology company whose proprietary INTASYL™ siRNA gene silencing technology is designed to make immune cells more effective in killing tumor cells, today announced it has entered into a purchas

May 17, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Phio Pharmaceuticals Corp.

May 17, 2024 424B5

Phio Pharmaceuticals Corp. 862,500 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-256100 PROSPECTUS SUPPLEMENT (To Prospectus dated May 21, 2021) Phio Pharmaceuticals Corp. 862,500 Shares of Common Stock This prospectus supplement relates to the issuance and sale of up to 862,500 shares of our common stock, par value $0.0001 per share (“Common Stock”) to Triton Funds LP (“Triton”) pursuant to a purchase agreement e

May 9, 2024 EX-99.1

Phio Pharmaceuticals Reports Q1 2024 Results and Provides Business Update –Four sites across the country participating in Phase 1b clinical trial for lead product candidate PH-762 –Three patients have been enrolled

Exhibit 99.1 Phio Pharmaceuticals Reports Q1 2024 Results and Provides Business Update –Four sites across the country participating in Phase 1b clinical trial for lead product candidate PH-762 –Three patients have been enrolled MARLBOROUGH, Mass., May 9, 2024 (GLOBE NEWSWIRE)—Phio Pharmaceuticals Corp. (Nasdaq: PHIO), a clinical stage biotechnology company whose proprietary INTASYL™ siRNA gene sil

May 9, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 9, 2024 PHIO PHARMACEUTICALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 9, 2024 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commission

May 9, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36304 Ph

May 8, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

May 8, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

April 22, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

April 2, 2024 EX-99.1

Phio Pharmaceuticals Reports 2023 Year End Financial Results and Provides Business Update –Four sites across the country participating in clinical trial for lead product candidate PH-762 –Two patients have already completed treatment – New patent gra

Exhibit 99.1 Phio Pharmaceuticals Reports 2023 Year End Financial Results and Provides Business Update –Four sites across the country participating in clinical trial for lead product candidate PH-762 –Two patients have already completed treatment – New patent granted for skin related treatments, extending Phio’s expertise in dermatological treatments for skin care and skin cancer MARLBOROUGH, Mass

April 2, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 2, 2024 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commissio

April 1, 2024 EX-4.16

Exhibit 4.16 to our Annual Report on Form 10-K for the year ended December 31, 2023

Exhibit 4.16 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a description of our common stock and a summary of our preferred stock. You should refer to our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and our Amended and Restated Bylaws (the “Bylaws”), each of which are i

April 1, 2024 EX-97.1

Phio Pharmaceuticals Corp. Incentive Compensation Recovery Policy.

Exhibit 97.1 Phio Pharmaceuticals Corp. Incentive Compensation Recovery Policy Adopted by the Board of Directors (the “Board”) of Phio Pharmaceuticals Corp. (the “Company”) on September 27, 2023 The Company is committed to conducting business in accordance with the highest ethical and legal standards, and the Board believes that a culture that emphasizes integrity and accountability is in the best

April 1, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-363

February 6, 2024 SC 13G/A

US71880W4024 / PHIO PHARMACEUTICALS CORP / INTRACOASTAL CAPITAL, LLC - AMENDMENT NO. 4 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 ea192888-13ga4intraphio.htm AMENDMENT NO. 4 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Phio Pharmaceuticals Corp. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 71880W402 (CUSIP Number) December 31, 2023 (Date of Event Which Re

January 26, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 24, 2024 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commis

December 28, 2023 424B3

Up to 4,420,273 Shares of Common Stock

Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-276146 Prospectus Up to 4,420,273 Shares of Common Stock Pursuant to this prospectus, the selling stockholders identified herein (the “Selling Stockholders”) are offering on a resale basis an aggregate of up to 4,420,273 shares of common stock of Phio Pharmaceuticals Corp. (the “Company,” “we,” “us” or “our”), par value $0.000

December 22, 2023 CORRESP

PHIO PHARMACEUTICALS CORP. 257 Simarano Drive, Suite 101 Marlborough, MA 01752

PHIO PHARMACEUTICALS CORP. 257 Simarano Drive, Suite 101 Marlborough, MA 01752 December 22, 2023 VIA EDGAR Office of Life Sciences Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Daniel Crawford Re: Phio Pharmaceuticals Corp. Registration Statement on Form S-1 Filed December 19, 2023 File No. 333-276146 Request for Acceleratio

December 19, 2023 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Phio Pharmaceuticals Corp.

December 19, 2023 S-1

As filed with the Securities and Exchange Commission on December 19, 2023

Table of Contents As filed with the Securities and Exchange Commission on December 19, 2023 Registration No.

December 8, 2023 EX-4.1

Form of Series A/B Warrant.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

December 8, 2023 EX-4.2

Form of Placement Agent Warrant.

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

December 8, 2023 EX-10.1

Form of Inducement Letter Agreement, dated December 6, 2023, by and between Phio Pharmaceuticals Corp. and the Holders.

Exhibit 10.1 PHIO PHARMACEUTICALS CORP. December 6, 2023 Holder of Common Stock Purchase Warrants Re: Inducement Offer to Exercise Common Stock Purchase Warrants Dear Holder: Phio Pharmaceuticals Corp. (the “Company”) is pleased to offer to you the opportunity to exercise all of the warrants to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and set

December 8, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 6, 2023 PHIO PHARMACEUTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 6, 2023 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commis

December 8, 2023 EX-99.1

Phio Pharmaceuticals Announces Exercise of Warrants for $2.8 Million Gross Proceeds

Exhibit 99.1 Phio Pharmaceuticals Announces Exercise of Warrants for $2.8 Million Gross Proceeds MARLBOROUGH, Mass., December 7, 2023 (GLOBE NEWSWIRE)—Phio Pharmaceuticals Corp. (Nasdaq: PHIO), a clinical stage biotechnology company whose proprietary INTASYL™ RNAi platform technology is designed to make immune cells more effective in killing tumor cells, today announced the agreement by several ac

November 9, 2023 EX-99.1

Phio Pharmaceuticals Reports Third Quarter 2023 Financial Results and Provides Business Update

Exhibit 99.1 Phio Pharmaceuticals Reports Third Quarter 2023 Financial Results and Provides Business Update MARLBOROUGH, Mass., November 9, 2023 (GLOBE NEWSWIRE)—Phio Pharmaceuticals Corp. (Nasdaq: PHIO), a clinical stage biotechnology company whose proprietary INTASYL™ RNAi platform technology is designed to make immune cells more effective in killing tumor cells, today reported its financial res

November 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3630

November 9, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 9, 2023 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commis

November 9, 2023 EX-99.2

Phio Pharmaceuticals Announces First US Patient Enrolled in Phase 1B Clinical Trial with Intratumoral PH-762 anti-PD-1 Therapy for Treatment of Skin Carcinomas

Exhibit 99.2 Phio Pharmaceuticals Announces First US Patient Enrolled in Phase 1B Clinical Trial with Intratumoral PH-762 anti-PD-1 Therapy for Treatment of Skin Carcinomas MARLBOROUGH, Mass., November 9, 2023 (GLOBE NEWSWIRE)—Phio Pharmaceuticals Corp. (Nasdaq: PHIO), a clinical stage biotechnology company whose proprietary INTASYL™ RNAi platform technology is designed to make immune cells more e

November 9, 2023 EX-10.1

Phio Pharmaceuticals Corp. 2020 Long Term Incentive Plan, as amended and restated.

Exhibit 10.1 PHIO PHARMACEUTICALS CORP. 2020 LONG TERM INCENTIVE PLAN 1. GENERAL. (a) Successor to Prior Plan. This Plan is the successor to the Phio Pharmaceuticals Corp. 2012 Long Term Incentive Plan, as amended (the “Prior Plan”). From and after 12:01 a.m. Eastern time on the Effective Date, no additional stock awards will be granted under the Prior Plan. (b) Eligible Award Recipients. Employee

November 9, 2023 EX-10.2

Form of Nonqualified Stock Option Award under the Company’s 2020 Long Term Incentive Plan.

Exhibit 10.2 Terms of Nonqualified Stock Option Award Type: Non-Statutory Stock Award Name: [Name] (the “Participant”) Number of Shares of Stock subject to Award: [Number] Price per Share: $[Exercise price no less than FMV] Grant Date [Date] (“Grant Date”) Vesting Commencement Date: [Date] Vesting Schedule: [Description of vesting schedule] Expiration Date: [Date 10 years following the date of gra

September 29, 2023 EX-FILING FEES

Filing Fee Table.

Exhibit 107   Calculation of Filing Fee Table Form S-8 (Form Type)   Phio Pharmaceuticals Corp.

September 29, 2023 S-8

As filed with the Securities and Exchange Commission on September 29, 2023

As filed with the Securities and Exchange Commission on September 29, 2023 Registration No.

August 21, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 21, 2023 PHIO PHARMACEUTIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 21, 2023 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commiss

August 21, 2023 EX-99.1

Phio Pharmaceuticals Announces Dosing of First Patient in Collaborative Clinical Trial with AgonOx, Inc. and Providence Cancer Institute Trial targeting treatment of metastatic melanoma and other solid tumors

Exhibit 99.1 Phio Pharmaceuticals Announces Dosing of First Patient in Collaborative Clinical Trial with AgonOx, Inc. and Providence Cancer Institute Trial targeting treatment of metastatic melanoma and other solid tumors MARLBOROUGH, MA., August 21, 2023 (Globe Newswire) —Phio Pharmaceuticals Corp. (Nasdaq: PHIO), a clinical stage biotechnology company whose proprietary INTASYL™ RNAi platform tec

August 10, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 10, 2023 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commiss

August 10, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36304 Phi

August 10, 2023 EX-99.1

Phio Pharmaceuticals Reports Second Quarter 2023 Financial Results and Provides Business Update

Exhibit 99.1 Phio Pharmaceuticals Reports Second Quarter 2023 Financial Results and Provides Business Update MARLBOROUGH, Mass., August 10, 2023—Phio Pharmaceuticals Corp. (Nasdaq: PHIO), a clinical stage biotechnology company whose proprietary INTASYL™ RNAi platform technology is designed to make immune cells more effective in killing tumor cells, today reported its financial results for the quar

July 26, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 20, 2023 PHIO PHARMACEUTICAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 20, 2023 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commissio

July 26, 2023 EX-10.1

2020 Phio Pharmaceuticals Corp. Long Term Incentive Plan, as amended and restated.

Exhibit 10.1 PHIO PHARMACEUTICALS CORP. 2020 LONG TERM INCENTIVE PLAN 1. GENERAL. (a) Successor to Prior Plan. This Plan is the successor to the Phio Pharmaceuticals Corp. 2012 Long Term Incentive Plan, as amended (the “Prior Plan”). From and after 12:01 a.m. Eastern time on the Effective Date, no additional stock awards will be granted under the Prior Plan. (b) Eligible Award Recipients. Employee

June 20, 2023 424B3

Up to 2,640,191 Shares of Common Stock

Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-272526 Up to 2,640,191 Shares of Common Stock Pursuant to this prospectus, the selling stockholders identified herein (the “Selling Stockholders”) are offering on a resale basis an aggregate of up to 2,640,191 shares of common stock of Phio Pharmaceuticals Corp. (the “Company,” “we,” “us” or “our”), par value $0.0001 per share

June 14, 2023 CORRESP

PHIO PHARMACEUTICALS CORP. 257 Simarano Drive, Suite 101 Marlborough, MA 01752

PHIO PHARMACEUTICALS CORP. 257 Simarano Drive, Suite 101 Marlborough, MA 01752 June 14, 2023 VIA EDGAR Office of Life Sciences Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Tyler Howes Re: Phio Pharmaceuticals Corp. Registration Statement on Form S-1 Filed June 8, 2023 File No. 333-272526 Request for Acceleration of Effectiv

June 9, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

DEFA14A 1 phiodefa14a.htm PROXY CARD UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

June 9, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

June 8, 2023 S-1

As filed with the Securities and Exchange Commission on June 8, 2023

Table of Contents As filed with the Securities and Exchange Commission on June 8, 2023 Registration No.

June 8, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Phio Pharmaceuticals Corp.

June 2, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 31, 2023 PHIO PHARMACEUTICALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 31, 2023 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commission

June 2, 2023 EX-4.1

Form of Series A Common Stock Warrant.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

June 2, 2023 EX-10.1

Form of Securities Purchase Agreement, dated May 31, 2023, by and between the Company and each of the Purchasers signatory thereto (Registered Direct Offering).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 31, 2023, by and between Phio Pharmaceuticals Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and co

June 2, 2023 EX-10.2

Form of Securities Purchase Agreement, dated May 31, 2023, by and between the Company and each of the Purchasers signatory thereto (PIPE Private Placement).

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 31, 2023, by and between Phio Pharmaceuticals Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and co

June 2, 2023 EX-99.1

Phio Pharmaceuticals Announces $4 Million Concurrent Registered Direct Offering and Private Placement Priced At-the-Market Under Nasdaq Rules

Exhibit 99.1 Phio Pharmaceuticals Announces $4 Million Concurrent Registered Direct Offering and Private Placement Priced At-the-Market Under Nasdaq Rules MARLBOROUGH, Mass., May 31, 2023 /PRNewswire/ - Phio Pharmaceuticals Corp. (Nasdaq: PHIO), a clinical stage biotechnology company whose proprietary INTASYL™ RNAi platform technology is designed to make immune cells more effective in killing tumo

June 2, 2023 EX-4.2

Form of Series B Common Stock Warrant.

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

June 2, 2023 EX-99.2

Phio Pharmaceuticals Announces Closing of $4 Million Concurrent Registered Direct Offering and Private Placement Priced At-the-Market Under Nasdaq Rules

Exhibit 99.2 Phio Pharmaceuticals Announces Closing of $4 Million Concurrent Registered Direct Offering and Private Placement Priced At-the-Market Under Nasdaq Rules Marlborough, Mass., June 2, 2023 /PRNewswire/ - Phio Pharmaceuticals Corp. (Nasdaq: PHIO), a clinical stage biotechnology company whose proprietary INTASYL™ RNAi platform technology is designed to make immune cells more effective in k

June 2, 2023 EX-4.3

Form of Pre-funded Common Stock Warrant, dated June 2, 2023.

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

June 2, 2023 EX-10.3

Form of Registration Rights Agreement, dated May 31, 2023, by and between the Company and each of the Purchasers signatory thereto.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 31, 2023, by and between Phio Pharmaceuticals Corp., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities

June 1, 2023 424B5

Phio Pharmaceuticals Corp. 233,646 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-256100 PROSPECTUS SUPPLEMENT (To Prospectus dated May 21, 2021) Phio Pharmaceuticals Corp. 233,646 Shares of Common Stock We are offering 233,646 shares of our common stock, par value $0.0001 per share (“Common Stock”) to several institutional investors pursuant to this prospectus supplement and the accompanying pros

May 24, 2023 EX-99.1

Phio Pharmaceuticals Announces Initiation of Collaborative Clinical Trial with PH-762, AgonOx’s Tumor Infiltrating Lymphocyte Program (AGX148) and Providence Cancer Institute One of two newly announced clinical trials for its lead product candidate,

Exhibit 99.1 Phio Pharmaceuticals Announces Initiation of Collaborative Clinical Trial with PH-762, AgonOx’s Tumor Infiltrating Lymphocyte Program (AGX148) and Providence Cancer Institute One of two newly announced clinical trials for its lead product candidate, PH-762 MARLBOROUGH, MA., May 24, 2023 /PRNewswire—Phio Pharmaceuticals Corp. (Nasdaq: PHIO), a clinical stage biotechnology company whose

May 24, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 24, 2023 PHIO PHARMACEUTICALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 24, 2023 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commission

May 16, 2023 EX-99.1

Phio Pharmaceuticals Announces FDA Clearance to Initiate Clinical Trial of PH-762 for Treatment of Skin Carcinomas

Exhibit 99.1 Phio Pharmaceuticals Announces FDA Clearance to Initiate Clinical Trial of PH-762 for Treatment of Skin Carcinomas MARLBOROUGH, Mass., May 16, 2023 /PRNewswire—Phio Pharmaceuticals Corp. (Nasdaq: PHIO), a clinical stage biotechnology company whose proprietary INTASYL™ RNAi platform technology is designed to make immune cells more effective in killing tumor cells, today announced that

May 16, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 16, 2023 PHIO PHARMACEUTICALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 16, 2023 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commission

May 11, 2023 EX-99.1

Phio Pharmaceuticals Reports First Quarter 2023 Financial Results and Provides Business Update

Exhibit 99.1 Phio Pharmaceuticals Reports First Quarter 2023 Financial Results and Provides Business Update MARLBOROUGH, Mass., May 11, 2023 /PRNewswire—Phio Pharmaceuticals Corp. (Nasdaq: PHIO), a clinical stage biotechnology company whose proprietary INTASYL™ RNAi platform technology is designed to make immune cells more effective in killing tumor cells, today reported its financial results for

May 11, 2023 10-Q

Quarterly Report on Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36304 Ph

May 11, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 11, 2023 PHIO PHARMACEUTICALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 11, 2023 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commission

May 10, 2023 424B3

Up to 734,515 Shares of Common Stock

Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-271521 Prospectus Up to 734,515 Shares of Common Stock Pursuant to this prospectus, the selling stockholders identified herein (the “Selling Stockholders”) are offering on a resale basis an aggregate of up to 734,515 shares of common stock, par value $0.0001 per share (the “Common Stock) consisting of (a) up to 353,983 shares

May 5, 2023 CORRESP

PHIO PHARMACEUTICALS CORP. 257 Simarano Drive, Suite 101 Marlborough, MA 01752

PHIO PHARMACEUTICALS CORP. 257 Simarano Drive, Suite 101 Marlborough, MA 01752 May 5, 2023 VIA EDGAR Office of Life Sciences Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Doris Stacey Gama Re: Phio Pharmaceuticals Corp. Registration Statement on Form S-1 Filed April 28, 2023 File No. 333-271521 Request for Acceleration of Ef

April 28, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Phio Pharmaceuticals Corp.

April 28, 2023 S-1

As filed with the Securities and Exchange Commission on April 28, 2023

Table of Contents As filed with the Securities and Exchange Commission on April 28, 2023 Registration No.

April 20, 2023 EX-4.2

Form of Series B Common Stock Warrant.

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

April 20, 2023 424B3

Phio Pharmaceuticals Corp. 17,845 Shares of Common Stock Issuable upon Exercise of Outstanding Warrants

Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-238204 PROSPECTUS SUPPLEMENT (To Prospectus dated June 1, 2020) Phio Pharmaceuticals Corp. 17,845 Shares of Common Stock Issuable upon Exercise of Outstanding Warrants This prospectus supplement modifies, supersedes and supplements certain information contained in, and should be read in conjunction with, our prospectus (the “Original

April 20, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 18, 2023 PHIO PHARMACEUTICA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 18, 2023 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commissi

April 20, 2023 EX-99.2

Phio Pharmaceuticals Announces Closing of $2 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules

Exhibit 99.2 Phio Pharmaceuticals Announces Closing of $2 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules Marlborough, Mass., April 20, 2023 /PRNewswire/ - Phio Pharmaceuticals Corp. (Nasdaq: PHIO), a clinical stage biotechnology company whose proprietary INTASYL™ RNAi platform technology is designed to make immune cells more effective in killing tumor cells, today annou

April 20, 2023 EX-4.3

Form of Existing Warrant Amendment.

Exhibit 4.3 April 18, 2023 Holder of Warrants to Purchase Common Stock issued in [], [] and [] Re: Amendment to Existing Warrant Dear Holder: Reference is hereby made to the concurrent registered offering on or about the date hereof (the “Offering”) by Phio Pharmaceuticals Corp. (the “Company”) of its securities (collectively, the “Securities”). This letter confirms that, in consideration for (i)

April 20, 2023 424B3

Phio Pharmaceuticals Corp. 17,318 Shares of Common Stock Issuable upon Exercise of Outstanding Warrants

424B3 1 phio424b3-17318.htm FORM 424(B)(3) Filed Pursuant to Rule 424(b)(3) Registration Nos. 333-227173 and 333-227617 PROSPECTUS SUPPLEMENT (To Prospectus dated October 1, 2018) Phio Pharmaceuticals Corp. 17,318 Shares of Common Stock Issuable upon Exercise of Outstanding Warrants This prospectus supplement modifies, supersedes and supplements certain information contained in, and should be read

April 20, 2023 424B3

Phio Pharmaceuticals Corp. 42,188 Shares of Common Stock Issuable upon Exercise of Outstanding Warrants

Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-234032 PROSPECTUS SUPPLEMENT (To Prospectus dated February 11, 2020) Phio Pharmaceuticals Corp. 42,188 Shares of Common Stock Issuable upon Exercise of Outstanding Warrants This prospectus supplement modifies, supersedes and supplements certain information contained in, and should be read in conjunction with our prospectus (the “Origi

April 20, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 20, 2023 PHIO PHARMACEUTICA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 20, 2023 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commissi

April 20, 2023 EX-4.1

Form of Series A Common Stock Warrant.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

April 20, 2023 424B3

Phio Pharmaceuticals Corp. 772 Shares of Common Stock Issuable upon Exercise of Outstanding Warrants

Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-224799 PROSPECTUS SUPPLEMENT (To Prospectus dated May 31, 2018) Phio Pharmaceuticals Corp. 772 Shares of Common Stock Issuable upon Exercise of Outstanding Warrants This prospectus supplement modifies, supersedes and supplements certain information contained in, and should be read in conjunction with, our prospectus (the “Original Pro

April 20, 2023 424B3

Phio Pharmaceuticals Corp. 101,792 Shares of Common Stock Issuable upon Exercise of Outstanding Warrants

Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-252588 PROSPECTUS SUPPLEMENT (To Prospectus dated February 8, 2021) Phio Pharmaceuticals Corp. 101,792 Shares of Common Stock Issuable upon Exercise of Outstanding Warrants This prospectus supplement modifies, supersedes and supplements certain information contained in, and should be read in conjunction with, our prospectus (the “Orig

April 20, 2023 EX-10.1

Form of Securities Purchase Agreement, dated April 18, 2023, by and between the Company and each of the Purchasers signatory thereto.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April 18, 2023, by and between Phio Pharmaceuticals Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and

April 20, 2023 424B3

Phio Pharmaceuticals Corp. 11,704 Shares of Common Stock Issuable upon Exercise of Outstanding Warrants

Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-239779 PROSPECTUS SUPPLEMENT (To Prospectus dated July 17, 2020) Phio Pharmaceuticals Corp. 11,704 Shares of Common Stock Issuable upon Exercise of Outstanding Warrants This prospectus supplement modifies, supersedes and supplements certain information contained in, and should be read in conjunction with, our prospectus (the “Original

April 20, 2023 EX-99.1

Phio Pharmaceuticals Announces $2 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules

Exhibit 99.1 Phio Pharmaceuticals Announces $2 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules Marlborough, Mass., April 18, 2023 /PRNewswire/ - Phio Pharmaceuticals Corp. (Nasdaq: PHIO), a clinical stage biotechnology company whose proprietary INTASYL™ RNAi platform technology is designed to make immune cells more effective in killing tumor cells, today announced that i

April 19, 2023 424B5

Phio Pharmaceuticals Corp. 353,983 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-256100 PROSPECTUS SUPPLEMENT (To Prospectus dated May 21, 2021) Phio Pharmaceuticals Corp. 353,983 Shares of Common Stock We are offering 353,983 shares of our common stock, par value $0.0001 per share (“Common Stock”) to several institutional investors pursuant to this prospectus supplement and the accompanying prospectus. In a concu

April 18, 2023 EX-99.1

Phio Pharmaceuticals Presents Preclinical Data Demonstrating Synergy-Enhanced in vivo Anti-Tumor Efficacy of PD-1/CTLA-4 Dual-Targeting INTASYL - Data to be presented at American Association for Cancer Research (AACR) Annual Meeting 2023 -

EX-99.1 2 phioex9901.htm PRESS RELEASE Exhibit 99.1 Phio Pharmaceuticals Presents Preclinical Data Demonstrating Synergy-Enhanced in vivo Anti-Tumor Efficacy of PD-1/CTLA-4 Dual-Targeting INTASYL - Data to be presented at American Association for Cancer Research (AACR) Annual Meeting 2023 - MARLBOROUGH, Mass., April 18, 2023 /PRNewswire—Phio Pharmaceuticals Corp. (Nasdaq: PHIO), a clinical stage b

April 18, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 18, 2023 PHIO PHARMACEUTICA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 18, 2023 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commissi

April 17, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 17, 2023 PHIO PHARMACEUTICA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 17, 2023 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commissi

April 17, 2023 EX-99.1

Phio Pharmaceuticals Presents Preclinical Study Showing PH-762 Induces Systemic Memory T Cell Mediators of Anti-Tumor Immunity - Data to be presented at American Association for Cancer Research (AACR) Annual Meeting 2023 -

Exhibit 99.1 Phio Pharmaceuticals Presents Preclinical Study Showing PH-762 Induces Systemic Memory T Cell Mediators of Anti-Tumor Immunity - Data to be presented at American Association for Cancer Research (AACR) Annual Meeting 2023 - MARLBOROUGH, Mass., April 17, 2023 /PRNewswire—Phio Pharmaceuticals Corp. (Nasdaq: PHIO), a clinical stage biotechnology company whose proprietary INTASYL™ RNAi pla

March 22, 2023 EX-99.1

Phio Pharmaceuticals Reports 2022 Year End Financial Results and Provides Business Update – Following safety data review by the DMC, enrollment is now open for the second cohort of its Phase 1b study of PH-762 for the treatment of advanced melanoma –

Exhibit 99.1 Phio Pharmaceuticals Reports 2022 Year End Financial Results and Provides Business Update – Following safety data review by the DMC, enrollment is now open for the second cohort of its Phase 1b study of PH-762 for the treatment of advanced melanoma – – Received confirmation from the FDA that the planned Phase 1 clinical trial in patients with advanced solid tumors, in collaboration wi

March 22, 2023 10-K

Annual Report on Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-363

March 22, 2023 EX-10.11

Separation Agreement, date May 5, 2022, by and between Phio Pharmaceuticals Corp. and Gerrit Dispersyn, Dr. Med. Sc

Exhibit 10.11 SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS This SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS (this “Agreement”) is entered into by and between Phio Pharmaceuticals Corp., a Delaware corporation (the “Company”) and Gerrit D. Dispersyn, Dr. Med. Sc. (the “Executive”) (each of the foregoing individually a “Party” and collectively the “Parties”). WHEREAS, Executive’s employ

March 22, 2023 EX-10.2

Clinical Co-development Agreement, dated February 26, 2021, by and between Phio Pharmaceuticals Corp. and AgonOx, Inc

EX-10.2 2 phioex1002.htm CLINICAL CO-DEVELOPMENT AGREEMENT Exhibit 10.2 *** Certain identified information has been excluded from this exhibit because it is both not material and the type the registrant treats as private or confidential CLINICAL CO-DEVELOPMENT AGREEMENT This Clinical Co-Development Agreement (“Agreement”), entered into as of February 26, 2021 (the “Effective Date”), is by and betw

March 22, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 22, 2023 PHIO PHARMACEUTICA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 22, 2023 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commissi

March 10, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 10, 2023 PHIO PHARMACEUTICA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 10, 2023 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commissi

February 22, 2023 EX-99.1

Phio Pharmaceuticals Appoints Robert Bitterman as President and Chief Executive Officer

Exhibit 99.1 Phio Pharmaceuticals Appoints Robert Bitterman as President and Chief Executive Officer MARLBOROUGH, Mass., Feb. 22, 2023 / PRNewswire / - Phio Pharmaceuticals Corp. (Nasdaq: PHIO), a clinical stage biotechnology company whose proprietary INTASYL™ RNAi platform technology is designed to make immune cells more effective in killing tumor cells, today announced that Robert Bitterman has

February 22, 2023 EX-10.1

Employment Agreement, dated February 20, 2023, by and between Phio Pharmaceuticals Corp. and Robert Bitterman.

Exhibit 10.1 EMPLOYMENT AGREEMENT This AGREEMENT (the “Agreement”), entered into as of February 20th 2023 (the “Commencement Date”), by and between Phio Pharmaceuticals Corp., a Delaware corporation (the “Company”), and Robert J. Bitterman, (the “Executive”). W I T N E S S E T H: WHEREAS, the Executive has been serving as the Interim Executive Chairman and Interim Principal Executive Officer since

February 22, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 17, 2023 PHIO PHARMACEUT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 17, 2023 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commi

February 13, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 9, 2023 PHIO PHARMACEUTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 9, 2023 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation or organ

February 8, 2023 SC 13G/A

PHIO / Phio Pharmaceuticals Corp / INTRACOASTAL CAPITAL, LLC - AMENDMENT NO. 3 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Phio Pharmaceuticals Corp. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 71880W303 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

January 25, 2023 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 24, 2023 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation or organ

January 25, 2023 EX-99.1

Phio Pharmaceuticals Announces Reverse Stock Split

Exhibit 99.1 Phio Pharmaceuticals Announces Reverse Stock Split MARLBOROUGH, Mass., January 25, 2023 /PRNewswire/ - Phio Pharmaceuticals Corp. (Nasdaq: PHIO), a clinical stage biotechnology company whose proprietary INTASYL™ RNAi platform technology is designed to make immune cells more effective in killing tumor cells, today announced that the Company’s Board of Directors has approved a reverse s

January 25, 2023 EX-3.1

Certificate of Amendment to the Amendment and Restated Certificate of Incorporation of Phio Pharmaceuticals Corp.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PHIO PHARMACEUTICALS CORP. Phio Pharmaceuticals Corp. (the “Corporation”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”), hereby certifies as follows: FIRST: That the Board of Directors of the Corporation ha

January 6, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 4, 2023 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation or organi

January 6, 2023 EX-99.1

1 www.phiopharma.com I Ticker: PHIO (NASDAQ) Phio Pharmaceuticals Proprietary Innovations in Immuno - oncology (I/O) Therapeutic Applications

Exhibit 99.1 1 www.phiopharma.com I Ticker: PHIO (NASDAQ) Phio Pharmaceuticals Proprietary Innovations in Immuno - oncology (I/O) Therapeutic Applications 2 This presentation contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 . Words such as ?believes,? ?anticipates,? ?plans,? ?expects,? ?indicates,? ?will,? ?intends,? ?potential,? ?sug

December 21, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 21, 2022 PHIO PHARMACEUT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 21, 2022 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation or orga

December 21, 2022 EX-99.1

Phio Pharmaceuticals Announces New Clinical Program to Study PH-762 for the Treatment of Cutaneous Squamous Cell Carcinoma

Exhibit 99.1 Phio Pharmaceuticals Announces New Clinical Program to Study PH-762 for the Treatment of Cutaneous Squamous Cell Carcinoma Marlborough, Mass., December 21, 2022/PR Newswire/- Phio Pharmaceuticals Corp., today announced it expects to file an IND in the US in the first half of 2023 for a Phase 1b clinical trial of its INTASYL? compound, PH-762. Phio is a clinical stage biotechnology com

December 2, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

November 30, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

November 16, 2022 EX-3.1

Certificate of Designation of Series D Preferred Stock, dated November 16, 2022.

Exhibit 3.1 PHIO PHARMACEUTICALS CORP. CERTIFICATE OF DESIGNATION OF SERIES D PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware THE UNDERSIGNED DOES HEREBY CERTIFY, on behalf of Phio Pharmaceuticals Corp., a Delaware corporation (the “Corporation”), that the following resolution was duly adopted by the board of directors of the Corporation (the “Board

November 16, 2022 EX-10.1

Subscription and Investment Representation Agreement, dated November 16, 2022, by and between Phio Pharmaceuticals Corp. and Robert Bitterman.

Exhibit 10.1 Phio Pharmaceuticals Corp. Series D Preferred Stock SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENT THIS AGREEMENT, dated as of November 16, 2022, is by and between Phio Pharmaceuticals Corp., a Delaware corporation (the “Company”), and the undersigned subscriber (the “Subscriber”). In consideration of the mutual promises contained herein, and other good, valuable and adequate co

November 16, 2022 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

November 16, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 16, 2022 PHIO PHARMACEUT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 16, 2022 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation or orga

November 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3630

November 10, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 10, 2022 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation or orga

November 10, 2022 EX-99.1

Phio Announces New Appointments to Leadership Team, Reports on Third Quarter 2022 Financial Results and Provides Business Update New executive team leading development of Phio’s RNAi compounds and proprietary INTASYL™ platform Continuing enrollment i

Exhibit 99.1 Phio Announces New Appointments to Leadership Team, Reports on Third Quarter 2022 Financial Results and Provides Business Update New executive team leading development of Phio?s RNAi compounds and proprietary INTASYL? platform Continuing enrollment in its Phase 1b study of PH-762 for the treatment of advanced melanoma Additional studies demonstrate INTASYL?s activity against multiple

September 29, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 26, 2022 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation or org

September 29, 2022 EX-99.1

Phio Pharmaceuticals Announces Appointment of Robert Bitterman as Executive Chairman

Exhibit 99.1 Phio Pharmaceuticals Announces Appointment of Robert Bitterman as Executive Chairman MARLBOROUGH, Mass., Sept. 29, 2022 /PRNewswire/ - Phio Pharmaceuticals Corp. (Nasdaq: PHIO), a clinical stage biotechnology company developing the next generation of therapeutics based on its proprietary self-delivering RNAi (INTASYL?) therapeutic platform, today announced the appointment of Robert Bi

August 26, 2022 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 25, 2022 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation or organi

August 12, 2022 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 9, 2022 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation or organiz

August 11, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36304 Phi

August 11, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 11, 2022 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation or organi

August 11, 2022 EX-99.1

Phio Pharmaceuticals Reports Second Quarter 2022 Financial Results and Provides Business Update Initiated dosing of subjects and enrollment ongoing in the first-in-human clinical study of PH-762 for the treatment of advanced melanoma; expect to annou

Exhibit 99.1 Phio Pharmaceuticals Reports Second Quarter 2022 Financial Results and Provides Business Update Initiated dosing of subjects and enrollment ongoing in the first-in-human clinical study of PH-762 for the treatment of advanced melanoma; expect to announce top-line data from the first group of subjects in Q1 2023 Expects to initiate a clinical trial evaluating the use of PH-762 and ?doub

June 30, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

June 30, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

May 12, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36304 Ph

May 12, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 12, 2022 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation or organizat

May 12, 2022 EX-99.1

Phio Pharmaceuticals Reports First Quarter 2022 Financial Results and Provides Business Update First-in-human clinical study of PH-762 for the treatment of advanced melanoma open for enrollment Expect to finalize IND-enabling studies for PH-894 in th

Exhibit 99.1 Phio Pharmaceuticals Reports First Quarter 2022 Financial Results and Provides Business Update First-in-human clinical study of PH-762 for the treatment of advanced melanoma open for enrollment Expect to finalize IND-enabling studies for PH-894 in the second half of 2022 Marlborough, Mass., March 12, 2022/PRNewswire/ - Phio Pharmaceuticals Corp. (Nasdaq: PHIO), a clinical stage biotec

May 10, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 4, 2022 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation or organizati

May 2, 2022 EX-3.1

Amended and Restated Bylaws of Phio Pharmaceuticals Corp.

Exhibit 3.1 PHIO PHARMACEUTICALS CORP. (the ?Corporation?) SIXTH AMENDED & RESTATED BYLAWS SECTION 1?STOCKHOLDERS Section 1.1. Annual Meeting. An annual meeting of the stockholders for the election of directors to succeed those whose term expire and for the transaction of such other business as may properly come before the meeting shall be held at the place, if any, within or without the State of

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