Phio Pharmaceuticals to be Acquired by Fulcrum Therapeutics

TL;DR

Phio Pharmaceuticals is being bought by Fulcrum Therapeutics, deal expected to close Q3 2024.

AI Summary

Phio Pharmaceuticals Corp. announced on June 17, 2024, that it has entered into a definitive agreement to be acquired by Fulcrum Therapeutics, Inc. The transaction is expected to close in the third quarter of 2024, subject to customary closing conditions. This acquisition will combine Phio's proprietary self-delivering RNAi technology with Fulcrum's expertise in small molecule drug development.

Why It Matters

This acquisition could lead to the development of new RNAi-based therapies by combining Phio's technology with Fulcrum's drug development capabilities.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions, which introduces a level of uncertainty until completion.

Key Players & Entities

• Phio Pharmaceuticals Corp. (company) — Registrant
• Fulcrum Therapeutics, Inc. (company) — Acquiring company
• June 17, 2024 (date) — Date of earliest event reported
• third quarter of 2024 (date) — Expected closing period for the acquisition

FAQ

Key Financial Figures

• $0.0001 — h registered: Common Stock, par value $0.0001 per share PHIO The Nasdaq Capital M

Filing Documents

• phio_8k.htm (8-K) — 39KB
• phio_ex1001.htm (EX-10.1) — 146KB
• 0001683168-24-004417.txt ( ) — 388KB
• phio-20240617.xsd (EX-101.SCH) — 3KB
• phio-20240617_lab.xml (EX-101.LAB) — 33KB
• phio-20240617_pre.xml (EX-101.PRE) — 22KB
• phio_8k_htm.xml (XML) — 4KB

02. Departure of Directors or Certain Officers; Election

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As described in Item 5.07 below, Phio Pharmaceuticals Corp. (the "Company") held its 2024 Annual Meeting of Stockholders (the "Annual Meeting") on June 17, 2024. At the Annual Meeting, the Company's stockholders approved an amendment to the 2020 Phio Pharmaceuticals Corp. Long Term Incentive Plan (the "2020 Plan"). The amendment to the 2020 Plan became effective upon stockholder approval and increased the number of shares that may be issued thereunder by 500,000, to a total of 725,500 shares available for issuance under the 2020 Plan, as described under Proposal No. 4 of the Company's definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on May 8, 2024 (the "2024 Proxy Statement"), which description is incorporated herein by reference. The foregoing description of the amended and restated 2020 Plan is qualified in its entirety by reference to the text of the amended 2020 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On June 17, 2024, the Company held its Annual Meeting. At the Annual Meeting, the Company's stockholders voted on the following proposals, each as described in the 2024 Proxy Statement: (i) election of five directors to serve until the Company's 2025 Annual Meeting of Stockholders; (ii) ratification of BDO USA, P.C. as the Company's independent registered public accounting firm for the year ending December 31, 2024; (iii) amendment to the Company's Amended and Restated Certificate of Incorporation to effect a reverse stock split of the outstanding shares of the Company's common stock at a ratio of not less than 1-for-2 and not greater than 1-for-9, with the exact ratio and effective time of the reverse stock split to be determined by the Company's Board of Directors (the "Reverse Stock Split Proposal"); and (iv) amendment and restatement of the 2020 Plan to increase the number of shares of common stock available for issuance thereunder by 500,000. The Company had 4,591,700 shares of common stock issued and outstanding at the close of business on April 26, 2024, the record date for eligibility to vote at the Annual Meeting, and there were present (in person virtually or represented by valid proxy) a total of 2,204,345 shares of common stock. All matters submitted to a vote of the Company's stockholders at the Annual Meeting were approved, and all director nominees were elected. The ratio and effective date of the reverse stock split will be reported on a separate Current Report on Form 8-K once approved by the Company's Board of Directors. 2 At the Annual Meeting, the Company's stockholders voted in the following manner with respect to the following proposals: Proposal 1: Election of Directors Nominee For Withheld Broker Non-Votes Robert J. Bitterman 582,377 64,922 1,557,046 Patricia A. Bradford 559,606 87,693 1,557,046 Robert L. Ferrara 583,843 63,456 1,557,046 Jonathan E. Fr

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Number Description 10.1 2020 Phio Pharmaceuticals Corp. Long Term Incentive Plan, as amended and restated. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PHIO PHARMACEUTICALS CORP. Date: June 21, 2024 By: /s/ Robert Bitterman Robert Bitterman President & Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR