Phio Pharmaceuticals Corp. Announces Corporate Governance Changes

TL;DR

Phio Pharma is shaking up its board and execs, plus a shareholder vote is coming.

AI Summary

Phio Pharmaceuticals Corp. announced on September 11, 2025, a series of significant corporate actions. These include the departure of certain officers and directors, the election of new directors, and the appointment of new officers. Additionally, the company is submitting matters to a vote of its security holders, indicating potential changes in governance or strategic direction.

Why It Matters

Changes in a company's board and executive team can signal shifts in strategy, operational focus, or financial priorities, impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in leadership and upcoming shareholder votes can introduce uncertainty regarding the company's future direction and stability.

Key Players & Entities

• Phio Pharmaceuticals Corp. (company) — Registrant
• September 11, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• King of Prussia, PA (location) — Principal executive address

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) — 48KB
• 0001683168-25-006985.txt ( ) — 212KB
• phio-20250911.xsd (EX-101.SCH) — 3KB
• phio-20250911_lab.xml (EX-101.LAB) — 33KB
• phio-20250911_pre.xml (EX-101.PRE) — 22KB
• phio_8k_htm.xml (XML) — 4KB

02. Departure of Directors or Certain

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 2025 Annual Meeting of Stockholders (the "Annual Meeting") on September 11, 2025. At the Annual Meeting, the Company's stockholders, upon the recommendation of the Company's Board of Directors, approved an amendment and restatement of the 2020 Phio Pharmaceuticals Corp. Long Term Incentive Plan (as so amended and restated, the "2020 Plan"). The amendment and restatement of the 2020 Plan became effective upon stockholder approval and increased the number of shares of common stock that may be issued thereunder by 950,000, to a total of 1,023,017 shares of common stock available for issuance under the 2020 Plan, as described under Proposal No. 3 of the Company's definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on July 30, 2025 (the "2025 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 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

Item 5.07. Submission of Matters to a Vote of Security Holders. At the Annual Meeting, the Company's stockholders voted and: (1) elected each of the six directors to serve until the Company's 2026 Annual Meeting of Stockholders; (2) ratified the appointment of Grant Thornton, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2025; (3) approved the amendment and restatement of the 2020 Plan to increase the number of shares of common stock available for issuance thereunder by 950,000; (4) approved, by non-binding advisory vote, the compensation of the Company's named executive officers ("Say on Pay"); and (5) approved, by non-binding advisory vote, "3 years" as the preferred frequency of future advisory votes on the compensation of the Company's named executive officers ("Say on Frequency"). The Company had 4,798,154 shares of common stock issued and outstanding at the close of business on July 18, 2025, 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 2,374,235 shares of common stock at the Annual Meeting. 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 Votes For Votes Withheld Broker Non-Votes Robert J. Bitterman 500,163 45,607 1,828,465 Patricia A. Bradford 459,167 86,603 1,828,465 David H. Deming 525,365 20,405 1,828,465 Robert L. Ferrara 506,485 39,285 1,828,465 Jonathan E. Freeman, Ph.D. 430,195 115,575 1,828,465 Curtis A. Lockshin, Ph.D. 509,802 35,968 1,828,465 2 Proposal 2: Ratification of Auditor Votes For Votes Against Votes Abstained Broker Non-Votes 2,330,465 40,532. 3,238 - Proposal 3: Amendment and Restatement of the 2020 Phio Pharmaceuticals Corp. Long Term Incentive Plan Votes For Votes A

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 2020 Phio Pharmaceuticals Corp. Long Term Incentive Plan, as amended and restated (incorporated by reference to Exhibit 4.8 to the Registrant's Registration Statement on Form S-8 filed with the Commission on September 11, 2025). 104 Cover page interactive data file (formatted as inline XBRL). 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. Date: September 15, 2025 PHIO PHARMACEUTICALS CORP. By: /s/ Robert J. Bitterman Name: Title: Robert J. Bitterman President & Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR