Phio Pharmaceuticals Corp. Files 8-K with Material Agreements

TL;DR

Phio Pharma filed an 8-K detailing material agreements and equity sales. Big moves happening.

AI Summary

Phio Pharmaceuticals Corp. announced on January 16, 2025, that it entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and other events, with financial statements and exhibits included in the filing. This 8-K filing details significant corporate actions and financial disclosures for the period ending January 16, 2025.

Why It Matters

This filing indicates significant corporate activity and potential financial transactions for Phio Pharmaceuticals, which could impact its stock value and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements and unregistered sales of equity securities can introduce financial and operational risks that are not fully detailed in this initial report.

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
• $3.00 — "Common Stock"), at a purchase price of $3.00 per share. Pursuant to the Securities P
• $1.6 m — the Private Placement are approximately $1.6 million, after deducting fees and estimat
• $20,000 — Offering and the Private Placement and $20,000 for non-accountable expenses, and $10,0
• $10,000 — 0,000 for non-accountable expenses, and $10,000 for clearing fees. In addition, the Com
• $3 — arrants have an exercise price equal to $3.75, or 125% of the offering price per s

Filing Documents

• phio_8k.htm (8-K) — 39KB
• phio_ex0401.htm (EX-4.1) — 112KB
• phio_ex0402.htm (EX-4.2) — 113KB
• phio_ex0501.htm (EX-5.1) — 9KB
• phio_ex1001.htm (EX-10.1) — 264KB
• phio_ex9901.htm (EX-99.1) — 13KB
• image_002.jpg (GRAPHIC) — 3KB
• 0001683168-25-000426.txt ( ) — 851KB
• phio-20250116.xsd (EX-101.SCH) — 3KB
• phio-20250116_lab.xml (EX-101.LAB) — 33KB
• phio-20250116_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 I 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 January 16, 2025 , 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 I Common Stock Warrant, dated January 17, 2025. 4.2 Form of Placement Agent Warrant, dated January 17, 2025. 5.1 Opinion of Hogan Lovells US LLP. 10.1 Form of Securities Purchase Agreement, dated January 16, 2025, 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 January 16, 2025. 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: January 17, 2025 By: /s/ Robert Bitterman Robert Bitterman President & Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR