Phio Pharmaceuticals Corp. Files 8-K: Material Agreement & Equity Sales

TL;DR

Phio Pharma signed a big deal & sold stock, filing 8-K today.

AI Summary

On December 19, 2024, Phio Pharmaceuticals Corp. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and other events. This filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity for Phio Pharmaceuticals, including a new material agreement and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Phio Pharmaceuticals Corp. (company) — Registrant
• December 19, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Marlborough, Massachusetts (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — h registered: Common Stock, par value $0.0001 per share PHIO The Nasdaq Capital M
• $2.635 — "Common Stock"), at a purchase price of $2.635 per share. Pursuant to the Securities P
• $2.51 — Warrant Share") at an exercise price of $2.51 per share, is immediately exercisable a
• $0.125 — offered and sold at a purchase price of $0.125 per Series E Warrant, which purchase pr
• $900,000 — the Private Placement is approximately $900,000, after deducting fees and expenses. The
• $25,000 — Offering and the Private Placement and $25,000 for non-accountable expenses, and $15,9
• $15,950 — 5,000 for non-accountable expenses, and $15,950 for clearing fees. In addition, the Com
• $3 — arrants have an exercise price equal to $3.2938, or 125% of the offering price per

Filing Documents

• phio_8k.htm (8-K) — 39KB
• phio_ex0401.htm (EX-4.1) — 113KB
• phio_ex0402.htm (EX-4.2) — 113KB
• phio_ex0501.htm (EX-5.1) — 8KB
• phio_ex1001.htm (EX-10.1) — 257KB
• phio_ex9901.htm (EX-99.1) — 14KB
• image_002.jpg (GRAPHIC) — 2KB
• image_003.jpg (GRAPHIC) — 3KB
• 0001683168-24-008884.txt ( ) — 845KB
• phio-20241219.xsd (EX-101.SCH) — 3KB
• phio-20241219_lab.xml (EX-101.LAB) — 33KB
• phio-20241219_pre.xml (EX-101.PRE) — 22KB
• phio_8k_htm.xml (XML) — 4KB

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The disclosures in Item 1.01 of this Form 8-K regarding the Series E Warrants, the Warrant Shares, the Placement Agent Warrants and the shares of Common Stock issuable thereunder are incorporated by reference into this Item 3.02.

01. Other Events

Item 8.01. Other Events. On December 19, 2024, the Company issued a press release announcing the pricing of the Registered Direct Offering and the Private Placement. The full text of the press releases is attached hereto as Exhibit 99.1 and incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Number Description 4.1 Form of Series E Common Stock Warrant, dated December 20, 2024 . 4.2 Form of Placement Agent Warrant, dated December 20, 2024. 5.1 Opinion of Hogan Lovells US LLP. 10.1 Form of Securities Purchase Agreement, dated December 19, 2024, by and between the Company and each of the Purchasers signatory thereto. 23.1 Consent of Hogan Lovells US LLP (contained in Exhibit 5.1 ). 99.1 Press Release issued by the Company on December 19, 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: December 20, 2024 By: /s/ Robert Bitterman Robert Bitterman President & Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR