Phio Pharmaceuticals Files S-1 Registration

TL;DR

Phio Pharma (fka RXi) filed an S-1, get ready for potential stock action.

AI Summary

Phio Pharmaceuticals Corp. filed an S-1 registration statement with the SEC on July 26, 2024. The company, formerly known as RXi Pharmaceuticals Corp., is incorporated in Delaware and operates in the pharmaceutical preparations sector. Its principal executive offices are located in Marlborough, Massachusetts.

Why It Matters

This S-1 filing indicates Phio Pharmaceuticals is preparing to offer securities to the public, which could signal a future stock offering or other capital-raising activities.

Risk Assessment

Risk Level: medium — S-1 filings are standard for companies going public or raising capital, but the specific details of the offering and the company's financial health will determine the actual investment risk.

Key Numbers

• 333-281052 — SEC File Number (Identifies the specific SEC registration)
• 0001533040 — Central Index Key (Unique identifier for the company in SEC filings)

Key Players & Entities

• Phio Pharmaceuticals Corp. (company) — Registrant
• RXi Pharmaceuticals Corp. (company) — Former company name
• 20240726 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• Marlborough, Massachusetts (location) — Principal executive offices
• Robert J. Bitterman (person) — President

FAQ

Key Financial Figures

• $0.0001 — " " we ," " us " or " our "), par value $0.0001 per share (the " Common Stock ) consist
• $6.2 million — n gross proceeds to us of approximately $6.2 million. However, we cannot predict when and in
• $3.8467 — Stock on The Nasdaq Capital Market was $3.8467 per share. Investing in our securities
• $4 million — We had agreed to reimburse AgonOx up to $4 million in expenses incurred to conduct a Phase
• $344,000 — ing payments to be made to AgonOx total $344,000, which primarily relate to accrued obli
• $324.00 — er 2023, having exercise prices between $324.00 and $9.72 per share (the " Existing War
• $9.72 — ing exercise prices between $324.00 and $9.72 per share (the " Existing Warrants ").
• $5.45 — Warrants at a reduced exercise price of $5.45 per share in consideration of our agree
• $0.125 — hares "), issued and sold at a price of $0.125 per New Warrant. The Series C Warrants
• $2.6 m — rants are estimated to be approximately $2.6 million, after deducting placement agent
• $35,000 — rcise. We also agreed to pay Wainwright $35,000 for non-accountable expenses, $50,000 f
• $50,000 — t $35,000 for non-accountable expenses, $50,000 for accountable expenses and $15,950 fo
• $15,950 — s, $50,000 for accountable expenses and $15,950 for clearing fees. Additionally, we agr
• $6.8125 — as applicable, and an exercise price of $6.8125 per share of Common Stock. Corporate I

Filing Documents

• phio_s1.htm (S-1) — 290KB
• image_001.jpg (GRAPHIC) — 4KB
• image_002.jpg (GRAPHIC) — 3KB
• phio_ex0501.htm (EX-5.1) — 7KB
• phio_ex2301.htm (EX-23.1) — 2KB
• phio_ex107.htm (EX-FILING FEES) — 38KB
• image_003.jpg (GRAPHIC) — 2KB
• 0001683168-24-005092.txt ( ) — 573KB
• phio-20240726.xsd (EX-101.SCH) — 3KB
• phio-20240726_lab.xml (EX-101.LAB) — 34KB
• phio-20240726_pre.xml (EX-101.PRE) — 22KB
• phio_s1_htm.xml (XML) — 3KB

Selected Financial Data Reflecting Reverse Stock split

Selected Financial Data Reflecting Reverse Stock split 6

Use of Proceeds

Use of Proceeds 8 Dividend Policy 8 Determination of Offering Price 8 Selling Stockholders 9 Plan of Distribution 11

Description of Securities to be Registered

Description of Securities to be Registered 13 Legal Matters 15 Experts 15 Where You Can Find More Information 15 Incorporation of Certain Information by Reference 16 i ABOUT THIS PROSPECTUS This prospectus relates to the resale by the Selling Stockholders identified in this prospectus under the caption " Selling Stockholders ," from time to time, of up to an aggregate of 1,131,468 shares of Common Stock. We are not selling any shares of Common Stock under this prospectus, and we will not receive any proceeds from the sale of shares of Common Stock offered hereby by the Selling Stockholders, although we may receive cash from the exercise of the Warrants. You should rely only on the information provided in this prospectus, including any information incorporated by reference. We have not authorized anyone to provide you with any other information and we take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. The information contained in this prospectus speaks only as of the date set forth on the cover page and may not reflect subsequent changes in our business, financial condition, results of operations and prospects. We are not, and the Selling Stockholders are not, making offers to sell these securities in any jurisdiction in which an offer or solicitation is not authorized or permitted or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation. You should read this prospectus, including any information incorporated by reference, in its entirety before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections entitled " Where You Can Find More Information " and " Incorporation of Certain Information by Reference ." In this prospectus, unless otherwise noted, (1) the term "Phio" refers t

View Full Filing

View this S-1 filing on SEC EDGAR