Phio Pharmaceuticals Files 8-K

TL;DR

Phio Pharma filed an 8-K on July 2nd, reporting July 1st events - could be changes for shareholders.

AI Summary

Phio Pharmaceuticals Corp. filed an 8-K on July 2, 2024, reporting on events that occurred on July 1, 2024. The filing indicates material modifications to the rights of security holders and other events, without specifying dollar amounts or new definitive agreements.

Why It Matters

This 8-K filing signals potential changes affecting Phio Pharmaceuticals Corp.'s security holders and may contain updates on corporate actions or governance.

Risk Assessment

Risk Level: low — The filing is a standard 8-K reporting routine events and does not disclose immediate financial risks or significant negative developments.

Key Players & Entities

• Phio Pharmaceuticals Corp. (company) — Registrant
• RXi Pharmaceuticals Corp (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — h registered: Common Stock, par value $0.0001 per share PHIO The Nasdaq Capital M
• $0 — and outstanding common stock, par value $0.0001, will be converted into one (1) sh

Filing Documents

• phio_8k.htm (8-K) — 35KB
• phio_ex0301.htm (EX-3.1) — 8KB
• phio_ex9901.htm (EX-99.1) — 13KB
• image_001.jpg (GRAPHIC) — 2KB
• 0001683168-24-004619.txt ( ) — 240KB
• phio-20240701.xsd (EX-101.SCH) — 3KB
• phio-20240701_lab.xml (EX-101.LAB) — 33KB
• phio-20240701_pre.xml (EX-101.PRE) — 22KB
• phio_8k_htm.xml (XML) — 4KB

03 Material Modification to Rights

Item 3.03 Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined herein) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.

03 Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At the Annual Meeting of Stockholders of Phio Pharmaceuticals Corp. ("the Company") held on June 17, 2024, the stockholders of the Company approved an amendment to the Company's Amended and Restated Certificate of Incorporation to implement a reverse stock split of the Company's common stock, par value $0.0001 per share, with the ratio to be determined by the Board of Directors (the "Board") of the Company, within a range of not less than 1-for-2 or greater than 1-for-9. Subsequently on June 25, 2024, the Board determined to fix the ratio for the reverse stock split at 1-for-9. Thereafter, on July 1, 2024, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware, to implement the 1-for-9 reverse split of its common stock (the "Reverse Stock Split"). The Reverse Stock Split will be effective as of 12:01 a.m. (Eastern Time) on July 5, 2024, and the Company's common stock will begin trading on The Nasdaq Capital Market on a post-split basis on July 5, 2024. As a result of the Reverse Stock Split, every nine (9) shares of the Company's issued and outstanding common stock, par value $0.0001, will be converted into one (1) share of common stock, par value $0.0001, reducing the number of issued and outstanding shares of the Company's common stock from approximately 4.6 million shares to approximately 0.5 million shares. The Company's transfer agent, Computershare Trust Company, N. A. ("Computershare"), will provide instructions to stockholders of record regarding the process for exchanging shares. Because the Certificate of Amendment did not reduce the number of authorized shares of the Company's common stock, the effect of the Certificate of Amendment and the Reverse Stock Split is to increase the number of shares of common stock available for issuance rela

01 Other Events

Item 8.01 Other Events. On July 2, 2024, the Company issued a press release relating to the matters described in Item 5.03 above. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Number Description 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Phio Pharmaceuticals Corp., filed with the Delaware Secretary of State on July 1, 2024 99.1 Press Release issued by the Company on July 2, 2024 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: July 2, 2024 By: /s/ Robert Bitterman Robert Bitterman President & Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR