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. (the “Company,” “we,” “us” or “our”),
par value $0.0001 per share (the “Common Stock) consisting of (a) up to an aggregate of 583,098 shares of Common Stock that
are issuable upon exercise of warrants with a five and one-half year term (“Series C Warrants”), (b) up to an aggregate
of 507,474 shares of Common Stock that are issuable upon exercise of warrants with an eighteen month term (the “Series D Warrants”),
in each case issued pursuant to inducement letter agreements by and among us and the Selling Stockholders, dated July 11, 2024 (the “Inducement
Letter Agreements”), and (c) up to 40,896 shares of Common Stock that are issuable upon the exercise of certain warrants (together
with the Series C Warrants and the Series D Warrants, the “Warrants”) issued to our placement agent pursuant to an
engagement letter in connection with the Inducement Letter Agreements and the offering contemplated thereunder.
We will not receive any of the proceeds from the
sale by the Selling Stockholders of the Common Stock. Upon any exercise of the Warrants by payment of cash, however, we will receive the
exercise price of the Warrants, which, if exercised in cash with respect to the 1,131,468 shares of Common Stock offered hereby, would
result in gross proceeds to us of approximately $6.2 million. However, we cannot predict when and in what amounts or if the Warrants will
be exercised by payments of cash and it is possible that the Warrants may expire and never be exercised, in which case we would not receive
any cash proceeds.
The Selling Stockholders may sell or otherwise
dispose of the Common Stock covered by this prospectus in a number of different ways and at varying prices. We provide more information
about how the Selling Stockholders may sell or otherwise dispose of the Common Stock covered by this prospectus in the section entitled
“Plan of Distribution” on page 11. Discounts, concessions, commissions and similar selling expenses
attributable to the sale of Common Stock covered by this prospectus will be borne by the Selling Stockholders. We will pay all expenses
(other than discounts, concessions, commissions and similar selling expenses) relating to the registration of the Common Stock with the
Securities and Exchange Commission (the “SEC”).
Our Common Stock is listed on The Nasdaq Capital
Market under the symbol “PHIO.” On July 31, 2024, the last reported sale price of our Common Stock on The Nasdaq Capital Market
was $3.20 per share.
Investing in our securities involves a high
degree of risk. Before making any investment in these securities, you should consider carefully the risks and uncertainties described
in the section entitled “Risk Factors” beginning on page 6 of this prospectus.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
The date of this prospectus is
August 1, 2024
TABLE OF CONTENTS
ABOUT
THIS PROSPECTUS
This prospectus relates to the resale by the Selling
Stockholders identified in this prospectus under the caption “Selling Stockholders,” from time to time, of up to an aggregate
of 1,131,468 shares of Common Stock. We are not selling any shares of Common Stock under this prospectus, and we will not receive any
proceeds from the sale of shares of Common Stock offered hereby by the Selling Stockholders, although we may receive cash from the exercise
of the Warrants.
You should rely only on the information provided
in this prospectus, including any information incorporated by reference. We have not authorized anyone to provide you with any other information
and we take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give
you. The information contained in this prospectus speaks only as of the date set forth on the cover page and may not reflect subsequent
changes in our business, financial condition, results of operations and prospects.
We are not, and the Selling Stockholders are not,
making offers to sell these securities in any jurisdiction in which an offer or solicitation is not authorized or permitted or in which
the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or
solicitation. You should read this prospectus, including any information incorporated by reference, in its entirety before making an investment
decision. You should also read and consider the information in the documents to which we have referred you in the sections entitled “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”
In this prospectus, unless otherwise noted, (1)
the term “Phio” refers to Phio Pharmaceuticals Corp. and our subsidiary, MirImmune, LLC and (2) the terms “Company,”
“we,” “us” and “our” refer to the ongoing business operations of Phio and MirImmune, LLC, whether
conducted through Phio or MirImmune, LLC.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such
as “intends,” “believes,” “anticipates,” “indicates,” “plans,” “expects,”
“suggests,” “may,” “would,” “should,” “potential,” “designed to,”
“will,” “ongoing,” “estimate,” “forecast,” “target,” “predict,”
“could,” and similar references, although not all forward-looking statements contain these words. Forward-looking statements
are neither historical facts nor assurances of future performance. These statements are based only on our current beliefs, expectations
and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy
and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks
and changes in circumstances that are difficult to predict and many of which are outside of our control. Risks that could cause actual
results to vary from expected results expressed in our forward-looking statements include, but are not limited to:
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we are dependent on the success of our INTASYL™ technology platform, and our product candidates based on this platform, which is unproven and may never lead to approved and marketable products; |
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our product candidates are in an early stage of development and we may fail, experience significant delays, never advance in clinical development or not be successful in our efforts to identify or discover additional product candidates, which may materially and adversely impact our business; |
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if we experience delays or difficulties in identifying and enrolling subjects in clinical trials, it may lead to delays in generating clinical data and the receipt of necessary regulatory approvals; |
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topline data may not accurately reflect or may materially differ from the complete results of a clinical trial; |
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we rely upon third parties for the manufacture of the clinical supply for our product candidates; |
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our business and operations would suffer in the event of computer system failures, cyberattacks or a deficiency in our cybersecurity; |
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we are dependent on the patents we own and the technologies we license, and if we fail to maintain our patents or lose the right to license such technologies, our ability to develop new products would be harmed; |
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we will require substantial additional funds to complete our research and development activities; |
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future financing may be obtained through, and future development efforts may be paid for by, the issuance of debt or equity, which may have an adverse effect on our stockholders or may otherwise adversely affect our business; |
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we may not be able to maintain compliance with the continued listing requirements of The Nasdaq Capital Market; and |
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the price of our common stock has been and may continue to be volatile. |
The risks set forth above are not exhaustive and
additional factors, including those identified in this prospectus under the heading “Risk Factors,” for reasons described
elsewhere in this prospectus and in other filings Phio Pharmaceuticals Corp. periodically makes with the Securities and Exchange Commission,
including the other risks identified in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2023,
could adversely affect our business and financial performance. Therefore, you should not rely unduly on any of these forward-looking statements.
Forward-looking statements contained in this prospectus speak as of the date hereof and Phio Pharmaceuticals Corp. does not undertake
to update any of these forward-looking statements to reflect a change in its views or events or circumstances that occur after the date
of this report, except as required by law.
Prospectus
Summary
The following summary
highlights certain information contained elsewhere in this prospectus and the documents incorporated by reference herein. This summary
provides an overview of selected information and does not contain all of the information you should consider in making your investment
decision. Therefore, you should read the entire prospectus and the documents incorporated by reference herein carefully before investing
in our securities. Investors should carefully consider the information set forth under “Risk Factors”
beginning on page 6 of this prospectus and the financial statements and other information incorporated by reference in this prospectus.
Overview
Phio is a clinical stage biotechnology
company whose proprietary INTASYL® small interfering RNA gene silencing technology is designed to make immune cells more effective
in killing tumor cells. We are developing therapeutics that are designed to leverage INTASYL to precisely target specific proteins that
reduce the body’s ability to fight cancer, without the need for specialized formulations or drug delivery systems.
In 2023, we implemented a
cost rationalization program driven by our transition from a discovery research company to a product development company. This transition
resulted in a decision not to renew the lease for our corporate headquarters and primary research facility in Marlborough, Massachusetts,
which expired on March 31, 2024. As of April 1, 2024, we have continued operations primarily as a remote business with a laboratory facility
in Worcester, Massachusetts. Additionally, we rationalized research personnel and reduced our headcount by approximately 36%. These expense
reductions have been redirected to funding the Phase 1b clinical trial with PH-762 directed toward skin cancer.
INTASYL Platform
Overall, RNA is involved in the synthesis, regulation
and expression of proteins. RNA takes the instructions from DNA and turns those instructions into proteins within the body’s cells.
RNA interference, or RNAi, is a biological process that inhibits the expression of genes or the production of proteins. Diseases are often
related to the incorrect protein being made, excessive amounts of a specific protein being made, or the correct protein being made, but
at the wrong location or time. RNAi offers a novel approach to drug development because RNAi compounds can be designed to silence any
one of the thousands of human genes, many of which are considered “undruggable” by traditional therapeutics.
Our development efforts are based on our proprietary
INTASYL self-delivering RNAi technology platform. It is a patented platform from which specific patented compounds are developed. INTASYL
compounds are comprised of a unique sequence of chemically modified nucleotides (modified small interfering RNA, or siRNAs) that target
a broad range of cell types and tissues. The compounds are designed to effectively silence genes that tumors use to evade the immune system.
Since the initial discovery of RNAi, drug delivery
has been the primary challenge in developing RNAi-based therapeutics. Other siRNA technologies require cell targeting chemical conjugates
which limit delivery to specific cell types. INTASYL is based on proprietary chemistry that is designed to maximize the activity and adaptability
of the compound and is unique in that it can be delivered to any cell type or tissue without the need to modify the chemistry. This is
designed to eliminate the need for formulations or delivery systems (for example, nanoparticles or electroporation). This provides efficient,
spontaneous, cellular uptake with potent, long-lasting intracellular activity.
We believe that our INTASYL platform provides the
following benefits including, but not limited to:
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Ability to target a broad range of cell types and tissues; |
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Ability to target both intracellular and extracellular protein targets; |
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Efficient uptake by target cells, avoiding the need for assisted delivery; |
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Sustained, or long-term, effect in vivo; |
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Ability to target multiple genes in one drug product; |
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Favorable clinical safety profile with local administration; and |
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Readily manufactured under current good manufacturing practices. |
Our Pipeline
INTASYL compounds are designed to precisely target
specific proteins that reduce the body’s ability to fight cancer, without the need for specialized formulations or drug delivery
systems, and are designed to make immune cells more effective in killing tumor cells. Our efforts are focused on developing immuno-oncology
therapeutics using our INTASYL platform. We have demonstrated preclinical activity against multiple gene targets including PD-1, BRD4,
CTLA-4, TIGIT and CTGF and have demonstrated preclinical efficacy in both direct-to-tumor injection and adoptive cell therapy (“ACT”)
applications with our INTASYL compounds.
PH-762
PH-762 is an INTASYL compound designed to reduce
the expression of cell death protein 1 (“PD-1”). PD-1 is a protein that inhibits T cells’ ability to kill cancer
cells and is a clinically validated target in immunotherapy. Decreasing the expression of PD-1 can thereby increase the capacity of T
cells, which protect the body from cancer cells and infections, to kill cancer cells.
Our preclinical studies have demonstrated that
direct-to-tumor application of PH-762 resulted in potent anti-tumoral effects and have shown that direct-to-tumor treatment with PH-762
inhibits tumor growth in a dose dependent fashion in PD-1 responsive and refractory models. Importantly, direct-to-tumor administration
of PH-762 resulted in activity against distant untreated tumors, indicative of a systemic anti-tumor response. We believe these data further
support the potential for PH-762 to provide a strong local immune response without the dose immune-related adverse effects seen with systemic
antibody therapy.
PH-762 is currently being evaluated in a U.S. multi-center
Phase 1b dose-escalating clinical trial through the intratumoral injection of PH-762 for the treatment of patients with cutaneous squamous
cell carcinoma, melanoma and Merkel cell carcinoma. The trial is designed to evaluate the safety and tolerability of neoadjuvant use of
intratumorally injected PH-762, assess the tumor response, and determine the dose or dose range for continued study of PH-762 and is expected
to enroll up to 30 patients. In November 2023, we announced the dosing of the first patient under a previously cleared Investigational
New Drug (“IND”) application by the U.S. Food and Drug Administration. In May 2024, a safety monitoring committee reviewed
data from the first dose cohort treated and recommended the escalation to the next dose concentration. The trial is open for the continued
enrollment of patients and expects to complete enrollment of patients in the second quarter of 2025.
Due to INTASYL’s ease of administration,
we have shown that our compounds can easily be incorporated into current ACT manufacturing processes. In ACT, T cells are usually taken
from a patient's own blood or tumor tissue, grown in large numbers in a laboratory, and then given back to the patient to help the immune
system fight cancer. By treating T cells with our INTASYL compounds while they are being grown in the laboratory, we believe our INTASYL
compounds can improve these immune cells to make them more effective in killing cancer. Preclinical data generated in collaboration with
AgonOx, Inc. (“AgonOx”), a private company developing a pipeline of novel immunotherapy drugs targeting key regulators
of the immune response to cancer, demonstrated that treating AgonOx’s “double positive” tumor infiltrating lymphocytes
(“DP TIL”) with PH-762 increased their tumor killing activity by two-fold.
In February 2021, we entered into a clinical
co-development collaboration agreement (the “Clinical Co-Development Agreement”) with AgonOx to develop a T cell-based
therapy using PH-762 and AgonOx’s DP TIL. Under the Clinical Co-Development Agreement, Phio and AgonOx were working to develop a
T cell-based therapy using the Company’s lead product candidate, PH-762, and AgonOx’s DP TIL technology. We had agreed to
reimburse AgonOx up to $4 million in expenses incurred to conduct a Phase 1 clinical trial of PH-762 treated DP TIL in patients with advanced
melanoma and other advanced solid tumors. We were also eligible to receive certain future development milestones and low single-digit
sales-based royalty payments from AgonOx’s licensing of its DP TIL technology.
In May 2024, we terminated the Clinical Co-Development
Agreement with AgonOx, which was effective immediately. Effective as of the date of the termination, the Clinical Co-Development Agreement
and our continuing obligations and those of AgonOx thereunder were terminated in their entirety. We are no longer required to provide
financial support for the development costs incurred under the Clinical Co-Development Agreement or entitled to certain future development
milestones and low single-digit sales-based royalty payments from AgonOx’s licensing of its DP TIL technology. We will pay to AgonOx
all payment obligations that accrued prior to the termination of the Clinical Co-Development Agreement. As of June 30, 2024, remaining
payments to be made to AgonOx total $344,000, which primarily relate to accrued obligations for patient fees and other miscellaneous costs
as of the date of termination. Pursuant to the terms of the Clinical Co-Development Agreement, we and AgonOx shall meet and discuss the
orderly wind-down of the Phase 1 clinical trial. Each of us and AgonOx shall be responsible for its own costs and expenses incurred in
connection with the wind-down of the Phase 1 clinical trial.
Prior to the termination of the Clinical Co-Development
Agreement with AgonOx, PH-762 treated DP TIL were being evaluated in a Phase 1 clinical trial in the United States with up to 18 patients
with advanced melanoma and other advanced solid tumors by AgonOx. The primary trial objectives were to evaluate the safety and to study
the potential for enhanced therapeutic benefit from the administration of PH-762 treated DP TIL. AgonOx had enrolled three patients. The
first two patients were treated with DP TIL only and the third patient was treated with a combination of DP TIL and PH-762.
July 2024 Offering
On
July 11, 2024, we entered into inducement letter agreements (the “Inducement Letter Agreements”) with certain holders
(the “Holders”) of certain of our existing warrants to purchase up to an aggregate of 545,286 shares of the Company’s
common stock, $0.0001 par value (the “Common Stock”), originally issued to the Holders in February 2020 through December
2023, having exercise prices between $324.00 and $9.72 per share (the “Existing Warrants”).
Pursuant
to the Inducement Letter Agreements, the Holders agreed to exercise for cash the Existing Warrants at a reduced exercise price of $5.45
per share in consideration of our agreement to issue new unregistered Series C Warrants (the “Series C Warrants”) to
purchase up to 583,098 shares of Common Stock and new unregistered Series D Warrants (the “Series D Warrants” and,
together with the Series C Warrants, the “New Warrants”) to purchase up to 507,474 shares of Common Stock (collectively,
the “New Warrant Shares”), issued and sold at a price of $0.125 per New Warrant. The Series C Warrants have an exercise
price of $5.45 per share, were exercisable immediately upon issuance and have a term equal to five and one-half years from the date of
issuance. The Series D Warrants have an exercise price of $5.45 per share, were exercisable immediately upon issuance and have a term
equal to eighteen months from the date of issuance.
Pursuant
to the terms of the Inducement Letter Agreements, in the event that the exercise of the Existing Warrants would have otherwise caused
a Holder to exceed the beneficial ownership limitations set forth in such Holder’s Existing Warrants (4.99% or, if applicable and
at such Holder’s election, 9.99%), we issued to such Holder the number of shares of Common Stock that would not cause such Holder
to exceed such beneficial ownership limitation, as directed by such Holder, and agreed to hold such Holder’s balance of shares of
Common Stock in abeyance until we receive notice from such Holder that the balance of shares of Common Stock may be issued in compliance
with such beneficial ownership limitations. Accordingly, an aggregate of 328,758 shares of Common Stock were held in abeyance (the “Abeyance
Shares”) for such Holders, with such Abeyance Shares evidenced through such Holders’ Existing Warrants, which Holders’
Existing Warrants shall be deemed prepaid and may be exercised pursuant to a notice of exercise from the applicable Holder.
The
net proceeds to us from the exercise of the Existing Warrants are estimated to be approximately $2.6 million, after deducting placement
agent fees and offering expenses. The closing of the offering occurred on July 12, 2024.
Pursuant to an engagement letter, dated as of June
27, 2024 (the “Engagement Letter”), between us and H.C. Wainwright & Co., LLC (“Wainwright”),
we agreed to pay Wainwright (i) an aggregate cash fee equal to 7.5% of the gross proceeds from the exercise of the Existing Warrants and,
if the New Warrants are exercised for cash, upon such exercise, and (ii) a management fee equal to 1.0% of the aggregate gross proceeds
from the exercise of the Existing Warrants and, if the New Warrants are exercised for cash, upon such exercise. We also agreed to pay
Wainwright $35,000 for non-accountable expenses, $50,000 for accountable expenses and $15,950 for clearing fees. Additionally, we agreed
to issue to Wainwright or its designees as compensation, warrants to purchase up to 40,896 shares of Common Stock, equal to 7.5% of the
aggregate number of Existing Warrants exercised in the offering and, if the New Warrants are exercised for cash, further warrants to purchase
shares of Common Stock equal to the 7.5% of the aggregate number of New Warrants so exercised (the “Placement Agent Warrants”
and, together with the Series C Warrants and the Series D Warrants, the “Warrants”). The Placement Agent Warrants have
or will have a term of five and one half years from the closing of the offering or the exercise of the New Warrants, as applicable, and
an exercise price of $6.8125 per share of Common Stock.
Corporate Information
The Company was incorporated
in the state of Delaware in 2011 as RXi Pharmaceuticals Corporation. On November 19, 2018, we changed our name to Phio Pharmaceuticals
Corp., to reflect our transition from a platform company to one that is fully committed to developing groundbreaking immuno-oncology therapeutics.
Our principal mailing address is 11 Apex Drive, Suite 300A, PMB 2006, Marlborough, Massachusetts 01752, and our telephone number is (508)
767-3861. Our website address is http://www.phiopharma.com. Our website and the information contained on that site, or connected
to that site, is not part of or incorporated by reference into this prospectus.
Effective
July 5, 2024, we completed a 1-for-9 reverse stock split of our outstanding Common Stock, including reclassifying an amount
equal to the reduction in par value to additional paid-in capital. The reverse stock split did not reduce the number of authorized shares
of our Common Stock or preferred stock. All share and per share amounts have been adjusted to give effect to the reverse stock split.
THE OFFERING
The Selling Stockholders identified in this prospectus
are offering on a resale basis up to 1,131,468 shares of Common Stock issuable upon exercise of the Warrants, as more fully described
above.
| Common Stock to be offered by the Selling Stockholders |
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Up to 1,131,468 shares of Common Stock |
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| Common Stock outstanding prior to this offering |
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510,188 shares of Common Stock as of March 31, 2024 |
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| Common Stock to be outstanding after this offering |
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1,858,1841 shares of Common Stock |
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| Use of proceeds: |
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We will not receive any
proceeds from the sale of the shares of Common Stock by the Selling Stockholders, except for the Warrant exercise price paid for the
Common Stock offered hereby and issuable upon the exercise of the Warrants. See “Use of Proceeds” on
page 8 of this prospectus. |
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| Risk factors: |
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You should read the “Risk
Factors” section beginning on page 6 of this prospectus for a discussion of factors to consider carefully before deciding
to invest in shares of our securities. |
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| Nasdaq Capital Market symbol: |
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Our Common Stock is listed on The Nasdaq Capital Market under the symbol “PHIO.” We do not intend to apply for listing of the Warrants on any securities exchange or nationally recognized trading system. |
1 The number of shares of Common
Stock to be outstanding after this offering is based on 510,188 shares of Common Stock outstanding as of March 31, 2024, plus
216,528 shares of our Common Stock issued from the exercise of the Existing Warrants pursuant to the Inducement Letter Agreements.
Unless specifically stated otherwise, the information in this prospectus is as of March 31, 2024 and excludes:
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1,139 shares of Common Stock issuable upon the exercise of stock options outstanding as of March 31, 2024, having a weighted average exercise price of $7,871.24 per share; |
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2,070 shares of Common Stock issuable upon the vesting of restricted stock units outstanding as of March 31, 2024; |
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66,418 shares of Common Stock issuable upon the exercise of warrants (exclusive of the Existing Warrants) outstanding as of March 31, 2024, having a weighted average exercise price of $247.46 per share; |
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328,758 Abeyance Shares issuable pursuant to certain Existing Warrants and upon receipt of a notice from any applicable Holder that such Abeyance Shares may be issued in compliance with the beneficial ownership limitations contained in the applicable Holder’s Existing Warrants; |
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15,611 shares of Common Stock reserved for future issuance under our 2020 Long-Term Incentive Plan as of March 31, 2024; and |
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73 shares of Common Stock reserved for future issuance under our Employee Stock Purchase Plan as of March 31, 2024. |
RISK FACTORS
Investing in our securities
involves a high degree of risk. Before investing in our securities, you should carefully consider the risks, uncertainties and assumptions
contained in this prospectus and discussed under the heading “Risk Factors” included in our Annual Report on Form 10-K for
the year ended December 31, 2023, as revised or supplemented by subsequent filings, which are on file with the SEC and are incorporated
herein by reference, and which may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the
future. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be
other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on
our future results. Our business, financial condition, results of operations and future growth prospects could be materially and adversely
affected by any of these risks. In these circumstances, the market price of our Common Stock could decline, and you may lose all or part
of your investment.
SELECTED FINANCIAL DATA REFLECTING REVERSE STOCK
SPLIT
Reverse Stock Split
On July 5, 2024, we effected
a 1-for-9 reverse stock split of our common stock. Based on such reverse stock split, the total number of outstanding shares of common
stock was adjusted from 4,591,700 to approximately 510,188. The par value per common share remained unchanged at $0.0001. The audited
consolidated financial statements of Phio Pharmaceuticals Corp. included in the Annual Report on Form 10-K for the year ended December
31, 2023, and the unaudited condensed consolidated financial statements included in our Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2024, which are incorporated by reference into this prospectus are presented without giving effect to the reverse
stock split. Except where the context otherwise requires, share numbers in this prospectus reflect the 1-for-9 reverse stock split of
our common stock.
The following selected financial data has been derived from our audited
consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on April 1, 2024, and our unaudited condensed
consolidated financial statements included in our Quarterly Report on Form 10-Q filed with the SEC on May 9, 2024, as adjusted to reflect
the reverse stock split for all periods presented. Our historical results are not indicative of the results that may be expected in the
future and results of interim periods are not indicative of the results for the entire year.
AS REPORTED (in thousands, except share and per share amounts):
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Year Ended
December 31, | |
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2023 | | |
2022 | |
| Net loss | |
$ | (10,826 | ) | |
$ | (11,480 | ) |
| Net loss per common share, basic and diluted | |
$ | (5.20 | ) | |
$ | (10.10 | ) |
| Weighted average common shares outstanding, basic and diluted | |
| 2,083,569 | | |
| 1,136,566 | |
| Common shares outstanding at year end | |
| 3,747,329 | | |
| 1,139,024 | |
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Three Months Ended
March 31, | |
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2024 | | |
2023 | |
| Net loss | |
$ | (2,154 | ) | |
$ | (3,602 | ) |
| Net loss per common share, basic and diluted | |
$ | (0.47 | ) | |
$ | (3.15 | ) |
| Weighted average common shares outstanding, basic and diluted | |
| 4,580,072 | | |
| 1,142,213 | |
| Common shares outstanding at period end | |
| 4,591,700 | | |
| 1,150,582 | |
AS ADJUSTED FOR 1-FOR-9 REVERSE STOCK SPLIT (unaudited, in thousands,
except share and per share amounts):
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Year Ended
December 31, | |
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2023 | | |
2022 | |
| Net loss | |
$ | (10,826 | ) | |
$ | (11,480 | ) |
| Net loss per common share, basic and diluted | |
$ | (46.76 | ) | |
$ | (90.91 | ) |
| Weighted average common shares outstanding, basic and diluted | |
| 231,507 | | |
| 126,285 | |
| Common shares outstanding at year end | |
| 416,368 | | |
| 126,558 | |
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Three Months Ended
March 31, | |
| | |
2024 | | |
2023 | |
| Net loss | |
$ | (2,154 | ) | |
$ | (3,602 | ) |
| Net loss per common share, basic and diluted | |
$ | (4.23 | ) | |
$ | (28.38 | ) |
| Weighted average common shares outstanding, basic and diluted | |
| 508,896 | | |
| 126,912 | |
| Common shares outstanding at period end | |
| 510,188 | | |
| 127,842 | |
Use
of Proceeds
We will not receive any of
the proceeds from the sale of the Common Stock by the Selling Stockholders. The shares offered hereby are issuable upon the exercise of
the Warrants. Upon exercise of the Warrants for cash, we will receive the applicable cash exercise price paid by the holders of the Warrants
of approximately $6.2 million (assuming the full exercise of the Warrants).
We intend to use any proceeds
received by us from the cash exercise of the Warrants to fund the development of our product candidates, other research and development
activities and for general working capital needs. We may also use a portion of any proceeds received by us from the cash exercise of the
Warrants to acquire or invest in complementary businesses, products and technologies or to fund the development of any such complementary
businesses, products or technologies. We currently have no plans for any such acquisitions.
DIVIDEND POLICY
We have never paid any cash
dividends and do not anticipate paying any cash dividends on our Common Stock in the foreseeable future. We expect to retain future earnings,
if any, for use in our development activities and the operation of our business. The payment of any future dividends will be subject to
the discretion of our Board of Directors and will depend, among other things, upon our results of operations, financial condition, cash
requirements, prospects and other factors that our Board of Directors may deem relevant.
DETERMINATION
OF OFFERING PRICE
The prices at which the shares
of Common Stock covered by this prospectus may actually be sold will be determined by the prevailing public market price for shares of
our Common Stock or by negotiations between the Selling Stockholders and buyers of our Common Stock in private transactions or as otherwise
described in “Plan of Distribution.”
SELLING
STOCKHOLDERS
The Common Stock being offered
by the Selling Stockholders consists of shares of Common Stock issuable to the Selling Stockholders upon exercise of the Warrants. For
additional information regarding the issuances of the Warrants, see “July 2024 Offering” in the Prospectus Summary section
above. We are registering the shares of Common Stock in order to permit the Selling Stockholders to offer the shares for resale from time
to time. Except for (a) the ownership of the Warrants and other equity sold by us to the Selling Stockholders and (b) with respect to
the Warrants issued as compensation to the Placement Agent, who has acted as our Placement Agent in a number of past offerings, or its
designees, the Selling Stockholders have not had any material relationship with us within the past three years.
The table below is based on
information supplied to us by the Selling Stockholders, and lists the Selling Stockholders and other information regarding the beneficial
ownership of the shares of Common Stock by each of the Selling Stockholders. The second column lists the number of shares of Common Stock
beneficially owned by each Selling Stockholder, based on its ownership of the Warrants, as of July 17, 2024, assuming exercise of the
Warrants held by the Selling Stockholders on that date, without regard to any limitations on exercises.
The third column lists the
shares of Common Stock being offered under this prospectus by the Selling Stockholders.
In accordance with the terms
of the Inducement Letter Agreements with the Selling Stockholders, this prospectus generally covers the resale of the maximum number of
shares of Common Stock issuable upon exercise of the related Warrants issued in and in connection with the Inducement Letter Agreements,
determined as if the outstanding Warrants were exercised in full as of the trading day immediately preceding the date this registration
statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination, without
regard to any limitations on the exercise of the Warrants. The fourth column assumes the sale of all of the shares offered by the Selling
Stockholders pursuant to this prospectus. The percentage of beneficial ownership after this offering is based on 1,857,929 shares of Common
Stock outstanding as of July 17, 2024.
Under the terms of the Warrants,
a Selling Stockholder may not exercise the Warrants to the extent such exercise would cause such Selling Stockholder, together with its
affiliates and attribution parties, to beneficially own a number of shares of Common Stock which would exceed 4.99% or 9.99%, as applicable,
of our then outstanding Common Stock following such exercise, excluding for purposes of such determination shares of Common Stock issuable
upon exercise of such Warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this
limitation. The Selling Stockholder may sell all, some or none of their shares in this offering. See “Plan of Distribution”
below for further information.
| |
|
|
|
|
|
|
|
Shares Beneficially Owned
After this Offering |
|
| Selling Stockholders |
|
Number of Shares Beneficially
Owned Before this
Offering(1) |
|
|
Number of Shares to be Sold in
this Offering |
|
|
Number of
Shares |
|
|
Percentage of Total Outstanding Common Stock(1) |
|
| Anson Investments Master Fund LP(2) |
|
|
418,494 |
(3) |
|
|
278,996 |
|
|
|
139,498 |
|
|
|
7.25% |
|
| Armistice Capital, LLC (4) |
|
|
173,056 |
|
|
|
133,056 |
|
|
|
40,000 |
|
|
|
2.15% |
|
| Intracoastal Capital, LLC(5) |
|
|
387,877 |
(6) |
|
|
261,714 |
|
|
|
126,163 |
|
|
|
6.51% |
|
| Sabby Volatility Warrant Master Fund, Ltd.(7) |
|
|
621,046 |
(8) |
|
|
416,806 |
|
|
|
204,240 |
|
|
|
10.01% |
|
| Michael Vasinkevich(9) |
|
|
48,588 |
|
|
|
26,225 |
|
|
|
22,363 |
|
|
|
1.19% |
|
| Noam Rubinstein(9) |
|
|
24,243 |
|
|
|
12,882 |
|
|
|
11,361 |
|
|
|
* |
|
| Craig Schwabe(9) |
|
|
2,554 |
|
|
|
1,380 |
|
|
|
1,174 |
|
|
|
* |
|
| Charles Worthman(9) |
|
|
772 |
|
|
|
409 |
|
|
|
363 |
|
|
|
* |
|
* Represents beneficial ownership of less than one percent.
(1) The ability to exercise the Warrants held
by the Selling Stockholders is subject to a beneficial ownership limitation that, at the time of initial issuance of the Warrants, was
capped at either 4.99% or 9.99% beneficial ownership of our issued and outstanding Common Stock (post-exercise). These beneficial ownership
limitations may be adjusted up or down, subject to providing advanced notice to us. Beneficial ownership as reflected in the selling stockholder
table reflects the total number of shares potentially issuable underlying the Warrants and does not give effect to these beneficial ownership
limitations. Accordingly, actual beneficial ownership, as calculated in accordance with Section 13(d) and Rule 13d-3 thereunder may be
lower than as reflected in the table.
(2) Anson Advisors Inc. and Anson Funds Management
LP, the Co-Investment Advisers of Anson Investments Master Fund LP (“Anson”), hold voting and dispositive power over
the Common Stock held by Anson. Tony Moore is the managing member of Anson Management GP LLC, which is the general partner of Anson Funds
Management LP. Moez Kassam and Amin Nathoo are directors of Anson Advisors Inc. Mr. Moore, Mr. Kassam and Mr. Nathoo each disclaim beneficial
ownership of these shares of Common Stock except to the extent of their pecuniary interest therein. The principal business address of
Anson is Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
(3) Inclusive of 67,498 Abeyance Shares issuable
to Anson pursuant to certain Existing Warrants held by Anson upon notice received from Anson that such Abeyance Shares may be issued in
compliance with the beneficial ownership limitations contained in the Existing Warrants held by Anson.
(4) The securities are directly held by Armistice
Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), and may be deemed to be beneficially
owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund; and (ii) Steven
Boyd, as the Managing Member of Armistice Capital. The warrants are subject to a beneficial ownership limitation of 4.99%, which such
limitation restricts the Selling Stockholder from exercising that portion of the warrants that would result in the Selling Stockholder
and its affiliates owning, after exercise, a number of shares of common stock in excess of the beneficial ownership limitation. The address
of Armistice Capital Master Fund Ltd. is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022.
(5) Mitchell P. Kopin (“Mr. Kopin”)
and Daniel B. Asher (“Mr. Asher”), each of whom are managers of Intracoastal Capital LLC (“Intracoastal”),
have shared voting control and investment discretion over the securities reported herein that are held by Intracoastal. As a result, each
of Mr. Kopin and Mr. Asher may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities and Exchange
Act of 1934, as amended (the “Exchange Act”)) of the securities reported herein that are held by Intracoastal.
(6) Inclusive of 78,857 Abeyance Shares issuable
to Intracoastal pursuant to certain Existing Warrants held by Intracoastal upon notice received from Intracoastal that such Abeyance Shares
may be issued in compliance with the beneficial ownership limitations contained in the Existing Warrants held by Intracoastal.
(7) Sabby Management, LLC, the investment manager
to Sabby Volatility Warrant Master Fund, Ltd. (“Sabby”), has discretionary authority to vote and dispose of the shares
held by Sabby and may be deemed to be the beneficial owner of these shares. Hal Mintz (“Mr. Mintz”), in his capacity
as manager of Sabby Management, LLC, may also be deemed to have investment discretion and voting power over the shares held by Sabby.
Sabby Management, LLC and Mr. Mintz each disclaim any beneficial ownership of these shares. As provided in footnote 1, the amounts shown
in the “Shares Beneficially Owned After this Offering” columns reflect the total number of shares potentially issuable underlying
the Warrants and do not give effect to Sabby’s beneficial ownership limitation of 4.99% of our issued and outstanding Common Stock
(post-exercise). Accordingly, actual beneficial ownership, as calculated in accordance with Section 13(d) and Rule 13d-3 thereunder is
lower than as reflected in the table.
(8) Inclusive of 182,403 Abeyance Shares issuable
to Sabby pursuant to certain Existing Warrants held by Sabby upon notice received from Sabby that such Abeyance Shares may be issued in
compliance with the beneficial ownership limitations contained in the Existing Warrants held by Sabby.
(9) Each of the Selling Stockholders is affiliated
with Wainwright, a registered broker dealer with a registered address of H.C. Wainwright & Co., LLC, 430 Park Ave, 3rd Floor, New
York, NY 10022, and has sole voting and dispositive power over the securities held. The number of shares beneficially owned prior to this
offering consist of shares of common stock issuable upon exercise of placement agent warrants, which were received as compensation. The
Selling Stockholder acquired the placement agent warrants in the ordinary course of business and, at the time the placement agent warrants
were acquired, the Selling Stockholder had no agreement or understanding, directly or indirectly, with any person to distribute such securities.
PLAN
OF DISTRIBUTION
Each Selling Stockholder of
the securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities
covered hereby on the principal trading market or any other stock exchange, market or trading facility on which the securities are traded
or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following
methods when selling securities:
| |
· |
ordinary brokerage transactions and transactions in which the broker dealer solicits purchasers; |
| |
· |
block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
| |
· |
purchases by a broker-dealer as principal and resale by the broker dealer for its account; |
| |
· |
an exchange distribution in accordance with the rules of the applicable exchange; |
| |
· |
privately negotiated transactions; |
| |
· |
settlement of short sales; |
| |
· |
in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security; |
| |
· |
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
| |
· |
a combination of any such methods of sale; or |
| |
· |
any other method permitted pursuant to applicable law. |
The Selling Stockholders may
also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the “Securities
Act”), if available, rather than under this prospectus.
Broker-dealers engaged by
the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts
from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts
to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a
customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in
compliance with FINRA Rule 2121.
In connection with the sale
of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial
institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling
Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities
to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with
broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer
or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution
may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The Selling Stockholders and
any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning
of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any
profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities
Act. Each Selling Stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly,
with any person to distribute the securities.
We are required to pay certain
fees and expenses incurred incident to the registration of the securities.
We have agreed to keep this
prospectus effective until all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any
other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under
applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have
been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available
and is complied with.
Under applicable rules and
regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market
making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement
of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules
and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Common Stock by the Selling
Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them
of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule
172 under the Securities Act).
DESCRIPTION OF SECURITIES TO BE REGISTERED
The following summary description of our capital
stock is based on the provisions of our amended and restated certificate of incorporation and amended and restated bylaws and the applicable
provisions of the Delaware General Corporation Law (“DGCL”). This information is qualified entirely by reference to
the applicable provisions of our amended and restated certificate of incorporation, amended and restated bylaws and the DGCL. For information
on how to obtain copies of our amended and restated certificate of incorporation and amended and restated bylaws, which are exhibits to
the registration statement of which this prospectus forms a part, see the sections titled “Where You Can Find More Information”
and “Incorporation of Certain Information by Reference” in this prospectus.
General
Our authorized capital stock
consists of 100,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of preferred stock, par value $0.0001
per share.
Common Stock
Holders of our Common Stock
are entitled to one vote per share for the election of members of our Board of Directors and on all other matters that require stockholder
approval. Holders of our Common Stock may not cumulate votes for the election of directors. Subject to any preferential rights of any
outstanding preferred stock, in the event of our liquidation, dissolution or winding up, holders of our Common Stock are entitled to share
ratably in the assets remaining after payment of liabilities and the liquidation preferences of any outstanding preferred stock. Holders
of Common Stock have the right to receive dividends when, as and if, declared by the Board of Directors. Our Common Stock does not carry
any preemptive rights enabling a holder to subscribe for, or receive shares of, any class of our Common Stock or any other securities
convertible into shares of any class of our Common Stock. There are no redemption or sinking-fund provisions applicable to our Common
Stock.
Preferred Stock
The shares of preferred stock
have such rights and preferences as our Board of Directors shall determine, from time to time, the Board of Directors may divide the preferred
stock into any number of series and shall fix the designation and number of shares of each such series. Our Board of Directors may determine
and alter the rights, powers, preferences and privileges, and qualifications, restrictions and limitations thereof, including, but not
limited to, voting rights (if any), granted to and imposed upon any wholly unissued series of preferred stock. Our Board of Directors
(within the limits and restrictions of any resolutions adopted originally fixing the number of shares of any series) may increase or decrease
the number of shares of that series; provided, that no such decrease shall reduce the number of shares of such series to a number less
than the number of shares of such series then outstanding, plus the number of shares reserved for issuance upon the exercise of outstanding
options, rights or warrants or upon the conversion of any outstanding securities issued by us convertible into shares of such series.
Our Common Stock is subject
to the express terms of our preferred stock and any series thereof. Our Board of Directors may issue preferred stock with voting, dividend,
liquidation and other rights that could adversely affect the relative rights of the holders of our Common Stock.
Anti-Takeover Effects of Provisions of our
Certificate of Incorporation and Bylaws
Certificate of Incorporation
and Bylaw Provisions. Certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws,
which provisions are summarized in the following paragraphs, may have an anti-takeover effect and may delay, defer or prevent a takeover
attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market
price for the shares held by stockholders.
Filling
Vacancies. Any vacancy on our Board of Directors, however occurring, including a vacancy resulting from an increase in the size of
the Board of Directors, may only be filled by the affirmative vote of a majority of our directors then in office even if less than a quorum.
No Written Consent of Stockholders.
Our amended and restated certificate of incorporation provides that all stockholder actions are required to be taken by a vote of
the stockholders at an annual or special meeting, and that stockholders may not take any action by written consent in lieu of a meeting.
Advance Notice Requirements. Our
amended and restated bylaws include advance notice procedures with regard to stockholder proposals relating to the nomination of candidates
for election as directors or new business to be brought before meetings of our stockholders. These procedures provide that notice of stockholder
proposals must be timely given in writing to our corporate secretary prior to the meeting at which the action is to be taken. Generally,
to be timely, notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first
anniversary date of the annual meeting for the preceding year. The notice must contain certain information specified in the amended and
restated bylaws.
Amendment to Bylaws and
Certificate of Incorporation. As required by the DGCL any amendment to our amended and restated certificate of incorporation
must first be approved by a majority of our Board of Directors and, if required by law or our amended and restated certificate of incorporation,
thereafter be approved by a majority of the outstanding shares entitled to vote on the amendment, and a majority of the outstanding shares
of each class entitled to vote thereon as a class. Our amended and restated bylaws may be amended by the affirmative vote of a majority
vote of the directors then in office, subject to any limitations set forth in the amended and restated bylaws.
Blank Check Preferred Stock.
Our amended and restated certificate of incorporation provides for 10,000,000 authorized shares of preferred stock. The existence
of authorized but unissued shares of preferred stock may enable our Board of Directors to render more difficult or to discourage an attempt
to obtain control of us by means of a merger, tender offer, proxy contest, or otherwise. In this regard, the amended and restated certificate
of incorporation grants the Board of Directors broad power to establish the rights and preferences of authorized and unissued shares of
preferred stock. The issuance of shares of preferred stock could decrease the amount of earnings and assets available for distribution
to holders of shares of Common Stock. The issuance may also adversely affect the relative rights and powers, including voting rights,
of these holders and may have the effect of delaying, deterring, or preventing a change of control of the Company.
Exclusive Forum Provision
in Certificate of Incorporation. Our amended and restated certificate of incorporation provides that the Court of Chancery of the
State of Delaware is the exclusive forum for the following types of actions or proceedings: any derivative action or proceeding brought
on behalf of the Company, any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of
the Company to the Company or the Company’s stockholders, any action asserting a claim against the Company arising pursuant to any
provision of the DGCL or our amended and restated certificate of incorporation or our amended and restated bylaws, or any action asserting
a claim against us governed by the internal affairs doctrine. Despite the fact that our amended and restated certificate of incorporation
provides for this exclusive forum provision to be applicable to the fullest extent permitted by applicable law, Section 27 of the Exchange
Act, creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the
rules and regulations thereunder and Section 22 of the Securities Act, creates concurrent jurisdiction for federal and state courts over
all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. As a result,
this provision of our amended and restated certificate of incorporation would not apply to claims brought to enforce a duty or liability
created by the Securities Act, Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction.
LEGAL MATTERS
Certain legal matters relating to the issuance
of the securities offered hereby will be passed upon for us by Hogan Lovells US LLP.
EXPERTS
The consolidated financial
statements of Phio Pharmaceuticals Corp. (the Company) as of December 31, 2023 and 2022 and for each of the two years in the period ended
December 31, 2023 incorporated by reference in this prospectus have been so incorporated in reliance on the report of BDO USA, P.C., an
independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The report on
the consolidated financial statements contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.
Where
You Can Find More Information
We are required to file annual,
quarterly and current reports, proxy statements and other information with the SEC. Our filings with the SEC are available to the public
at the SEC’s Internet web site at http://www.sec.gov. Copies of certain information filed by us with the SEC are also available
on our website at www.phiopharma.com. Our website is not a part of this prospectus and is not incorporated by reference in this
prospectus, and you should not consider the contents of our website in making an investment decision with respect to our Common Stock.
We have filed a registration
statement, of which this prospectus is a part, covering the securities offered hereby. As allowed by SEC rules, this prospectus does not
include all of the information contained in the registration statement and the included exhibits, financial statements and schedules.
You are referred to the registration statement, the included exhibits, financial statements and schedules for further information. You
should review the information and exhibits in the registration statement for further information about us and our subsidiaries and the
securities we are offering. Statements in this prospectus concerning any document we filed as an exhibit to the registration statement
or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should
review the complete document to evaluate these statements.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate
by reference” the information we have filed with them, which means that we can disclose important information to you by referring
you to those documents. The information we incorporate by reference is an important part of this prospectus, and information that we file
later with the SEC will automatically update and supersede this information. The documents we are incorporating by reference are:
| |
· |
our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 1, 2024; |
| |
|
|
| |
· |
our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the SEC on May 9, 2024; |
| |
|
|
| |
· |
our
Current Reports on Form 8-K, filed with the SEC on January
26, 2024, May
17, 2024, May
28, 2024, June
21, 2024, July
2, 2024, July
5, 2024, July
12, 2024 and July 24, 2024; and |
| |
|
|
| |
· |
the description of our Common Stock contained in our registration statement on Form 8-A12B filed with the SEC on February 7, 2014, as updated by the description of our Common Stock filed as Exhibit 4.16 to our Annual Report on Form 10-K for the year ended December 31, 2023, including any amendment or report filed for the purpose of updating such description. |
All documents we file with
the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, except as to any portion of any report or document that is
not deemed filed under such provisions, (1) on or after the date of filing of the registration statement containing this prospectus
and prior to the effectiveness of the registration statement and (2) on or after the date of this prospectus until the earlier of
the date on which all of the securities registered hereunder have been sold or the registration statement of which this prospectus forms
a part has been withdrawn, shall be deemed incorporated by reference in this prospectus and to be a part of this prospectus from the date
of filing of those documents and will be automatically updated and, to the extent described above, supersede information contained or
incorporated by reference in this prospectus and previously filed documents that are incorporated by reference in this prospectus.
Nothing in this prospectus
shall be deemed to incorporate information furnished but not filed with the SEC pursuant to Item 2.02, 7.01 or 9.01 of Form 8-K.
Upon written or oral request, we will provide
without charge to each person, including any beneficial owner, to whom a copy of the prospectus is delivered a copy of any or all of the
reports or documents incorporated by reference herein (other than exhibits to such documents, unless such exhibits are specifically incorporated
by reference herein). You may request a copy of these filings, at no cost, by writing or telephoning us at the following address: Phio
Pharmaceuticals Corp., 11 Apex Drive, Suite 300A, PMB 2006, Marlborough, Massachusetts 01752 Attention: Investor Relations, telephone:
(508) 767-3861. We maintain a website at www.phiopharma.com. You may access our definitive proxy statements on Schedule 14A, annual
reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and periodic amendments to those reports filed or furnished
pursuant to Section 13(a) or 15(d) of the Exchange Act with the SEC free of charge at our website as soon as reasonably practicable after
such material is electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our
website is not incorporated by reference in, and is not part of, this prospectus. We have not authorized any one to provide you with any
information that differs from that contained in this prospectus. Accordingly, you should not rely on any information that is not contained
in this prospectus. You should not assume that the information in this prospectus is accurate as of any date other than the date of the
front cover of this prospectus.
Phio Pharmaceuticals Corp.
Up to 1,131,468 Shares of Common Stock
PROSPECTUS
August
1, 2024
Phio Pharmaceuticals (NASDAQ:PHIO)
Gráfica de Acción Histórica
De Oct 2024 a Nov 2024
Phio Pharmaceuticals (NASDAQ:PHIO)
Gráfica de Acción Histórica
De Nov 2023 a Nov 2024
