Phio Pharmaceuticals Corp.
For the period ended Dec 31, 2025. Filed Mar 5, 2026.
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FY2025 · Filed Mar 5, 2026
PHIO$0.81-3.1%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
|---|
Financial Statements
Our consolidated financial statements are set forth in Item 8 to this Annual Report on Form 10-K.
Financial Statement Schedules
Certain schedules are omitted because they are not applicable, or are not required by smaller reporting companies.
Exhibits
| Exhibit | Incorporated by Reference Herein | ||
| Number | Description | Form | Date |
| 3.1 | Amended and Restated Certificate of Incorporation of Phio Pharmaceuticals Corp. | Current Report on Form 8-K (File No. 001-36304) | November 19, 2018 |
| 3.2 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Phio Pharmaceuticals Corp. | Current Report on Form 8-K (File No. 001-36304) | January 14, 2020 |
| 3.3 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Phio Pharmaceuticals Corp. | Current Report on Form 8-K (File No. 001-36304) | January 25, 2023 |
| 3.4 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Phio Pharmaceuticals Corp. | Current Report on Form 8-K (File No. 001-36304) | July 2, 2024 |
| 3.5 | Certificate of Designation of Series D Preferred Stock, dated November 16, 2022. | Current Report on Form 8-K (File No. 001-36304) | November 16, 2022 |
| 3.6 | Amended and Restated Bylaws of Phio Pharmaceutical Corp. | Current Report on Form 8-K (File No. 001-36304) | May 2, 2022 |
| 4.1 | Form of Warrant. | Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-221173) | September 28, 2018 |
| Exhibit | Incorporated by Reference Herein | ||
| Number | Description | Form | Date |
| 4.2 | Form of Warrant. | Current Report on Form 8-K (File No. 001-36304) | April 2, 2020 |
| 4.3 | Form of Common Stock Warrant. | Current Report on Form 8-K (File No. 001-36304) | January 25, 2021 |
| 4.4 | Form of Placement Agent Warrant. | Current Report on Form 8-K (File No. 001-36304) | February 17, 2021 |
| 4.5 | Form of Placement Agent Warrant. | Current Report on Form 8-K (File No. 001-36304) | December 8, 2023 |
| 4.6 | Description of Securities Registered Pursuant to Section 12(b) of the Securities Exchange Act of 1934. | Annual Report on Form 10-K (File No. 00136304) | April 1, 2024 |
| 4.7 | Form of Series C/D Warrant | Current Report on Form 8-K (File No. 001-36304) | July 12, 2024 |
| 4.8 | Form of Placement Agent Warrant | Current Report on Form 8-K (File No. 001-36304) | July 12, 2024 |
| 4.9 | Form of Placement Agent Warrant | Current Report on Form 8-K (File No. 001-36304) | December 20, 2024 |
| Exhibit | Incorporated by Reference Herein | ||
| Number | Description | Form | Date |
| 4.10 | Form of Placement Agent Warrant | Current Report on Form 8-K (File No. 001-36304) | December 26, 2024 |
| 4.11 | Form of Placement Agent Warrant | Current Report on Form 8-K (File No. 001-36304) | January 15, 2024 |
| 4.12 | Form of Placement Agent Warrant | Current Report on Form 8-K (File No. 001-36304) | January 17, 2024 |
| 4.13 | Form of Series J/K Warrant | Current Report on Form 8-K (File No. 001-36304) | July 30, 2025 |
| 4.14 | Form of Placement Agent Warrant | Current Report on Form 8-K (File No. 001-36304) | July 30, 2025 |
| 4.15 | Form of Series A Warrant | Current Report on Form 8-K (File No. 001-36304) | November 6, 2025 |
| 4.16 | Form of Placement Agent Warrant | Current Report on Form 8-K (File No. 001-36304) | November 13, 2025 |
| 10.1 | Patent and Technology Assignment Agreement between RXi Pharmaceuticals Corporation (formerly RNCS, Inc.) and Advirna, LLC, effective as of September 24, 2011. | Registration Statement on Form S-1 (File No. 333-177498) | October 25, 2011 |
| 10.2 | Phio Pharmaceuticals Corp. 2020 Long Term Incentive Plan, as amended and restated.# | Current Report on Form 10-Q (File No. 001-36304) | June 21, 2024 |
| 10.3 | Form of Restricted Stock Unit Award under the Company’s 2020 Long Term Incentive Plan.# | Annual Report on Form 10-K (File. 001-36304) | March 25, 2021 |
| 10.4 | Form of Nonqualified Stock Option Award under the Company’s 2020 Long Term Incentive Plan.# | Annual Report on Form 10-Q (File. 001-36304) | November 9, 2023 |
| 10.5 | Phio Pharmaceuticals Corp. 2012 Long Term Incentive Plan.# | Quarterly Report on Form 10-Q (File No. 001-36304) | November 12, 2019 |
| 10.6 | Form of Restricted Stock Unit Award under the Company’s 2012 Long Term Incentive Plan, as amended.# | Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-177498) | December 29, 2011 |
| Exhibit | Incorporated by Reference Herein | ||
| Number | Description | Form | Date |
| 10.7 | Form of Incentive Stock Option Award under the Company’s 2012 Long Term Incentive Plan, as amended.# | Registration Statement on Form S-1 (File No. 333-191236) | September 18, 2013 |
| 10.8 | Form of Non-Qualified Stock Option Award under the Company’s 2012 Long Term Incentive Plan, as amended.# | Registration Statement on Form S-1 (File No. 333-191236) | September 18, 2013 |
| 10.9 | RXi Pharmaceuticals Corporation Employee Stock Purchase Plan.# | Registration Statement on Form S-8 (File No. 333-277013) | August 24, 2018 |
| 10.10 | Form of Indemnification Agreement.# | Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-177498) | January 23, 2012 |
| 10.11 | Employment Agreement, dated February 20, 2023, by and between Phio Pharmaceuticals Corp. and Robert Bitterman.# | Current Report on Form 8-K (File No. 001-36304) | February 22, 2023 |
| 10.12 | First Amendment to the Employment Agreement of Robert J. Bitterman, dated March 25, 2025, by and between the Company and Robert Bitterman.# | Quarterly Report on Form 10-Q (File No. 001-36304) | March 31, 2025 |
| 10.13 | Second Amendment to the Employment Agreement of Robert J. Bitterman, dated February 17, 2026, by and between the Company.# | Current Report on Form 8-K (File No. 001-36304) | February 18, 2026 |
| 10.14 | Lease Agreement dated December 17, 2013 between RXi Pharmaceuticals Corporation and 257 Simarano Drive, LLC, Brighton Properties, LLC, Robert Stubblebine 1, LLC and Robert Stubblebine 2, LLC. | Current Report on Form 8-K (File No. 000-54910) | December 20, 2013 |
| 10.15 | First Amendment to Lease dated January 22, 2019. | Current Report on Form 8-K (File No. 001-36304) | January 28, 2019 |
| 10.16 | Registration Rights Agreement, dated January 21, 2021, by and between the Company and the Purchasers signatory therein. | Current Report on Form 8-K (File No. 001-36304) | January 25, 2021 |
| Exhibit | Incorporated by Reference Herein | ||
| Number | Description | Form | Date |
| 10.17 | Form of Inducement Letter Agreement, dated July 11, 2024, by and between the Company and the Holders. | Current Report on Form 8-K (File No. 001-36304) | July 12, 2024 |
| 10.18 | Offer Letter, executed April 21, 2025 by and between the Company and Lisa Carson. | Current Report on Form 8-K (File No. 001-36304) | June 12, 2025 |
| 10.19 | Form of Inducement Letter Agreement dated November 3, 2025, by and between Phio Pharmaceuticals Corp. and the Holders. | Current Report on Form 8-K (File No. 001-36304) | November 13, 2025 |
| 23.1 | Consent of BDO USA, P.C., an Independent Registered Public Accounting Firm.* | ||
| 23.2 | Consent of Grant Thornton LLP, an independent Registered Public Accounting Firm.* | ||
| 31.1 | Sarbanes-Oxley Act Section 302 Certification of Principal Executive Officer.* | ||
| 31.2 | Sarbanes-Oxley Act Section 302 Certification of Principal Financial Officer.* | ||
| Exhibit | Incorporated by Reference Herein | ||
| Number | Description | Form | Date |
| 32.1 | Sarbanes-Oxley Action Section 906 Certification of Principal Executive Officer and Principal Financial Officer.** | ||
| 97.1 | Phio Pharmaceuticals Corp. Incentive Compensation Recovery Policy.# | Annual Report on Form 10-K (File No. 001-35304) | April 1, 2024 |
| 101.INS | Inline XBRL Instance Document.* | ||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document.* | ||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document.* | ||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document.* | ||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document.* | ||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document.* | ||
| 104 | The cover page for this report, formatted in Inline XBRL (included in Exhibit 101).* | ||
| * | Filed herewith. |
|---|---|
| ** | Furnished herewith. |
| # | Indicates a management contract or compensatory plan or arrangement. |
| + | Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of this Exhibit to the SEC upon request. |
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