Phio Pharmaceuticals Corp.
For the period ended Dec 31, 2025. Filed Mar 5, 2026.
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FY2025 · Filed Mar 5, 2026
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Table of Contents
PHIO PHARMACEUTICALS CORP.
ANNUAL REPORT ON FORM 10-K
For the Fiscal Year Ended December 31, 2025
| Page | ||
|---|---|---|
| PART I. | ||
| Item 1. | BUSINESS | 1 |
| Item 1A. | RISK FACTORS | 7 |
| Item 1B. | UNRESOLVED STAFF COMMENTS | 17 |
| Item 1C. | CYBERSECURITY | 17 |
| Item 2. | PROPERTIES | 19 |
| Item 3. | LEGAL PROCEEDINGS | 19 |
| Item 4. | MINE SAFETY DISCLOSURES | 19 |
| PART II. | ||
| Item 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 19 |
| Item 6. | RESERVED | 19 |
| Item 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 20 |
| Item 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 26 |
| Item 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 27 |
| Item 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 25 |
| Item 9A. | CONTROLS AND PROCEDURES | 25 |
| Item 9B. | OTHER INFORMATION | 26 |
| Item 9C. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 26 |
| PART III. | ||
| Item 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 26 |
| Item 11. | EXECUTIVE COMPENSATION | 28 |
| Item 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 36 |
| Item 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 39 |
| Item 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES | 42 |
| PART IV. | ||
| Item 15. | EXHIBIT AND FINANCIAL STATEMENT SCHEDULES | 43 |
| Signatures | 49 | |
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “intends,” “believes,” “anticipates,” “indicates,” “plans,” “expects,” “suggests,” “may,” “would,” “should,” “potential,” “designed to,” “will,” “ongoing,” “estimate,” “forecast,” “target,” “predict,” “could,” and similar references, although not all forward-looking statements contain these words. Forward-looking statements are neither historical facts nor assurances of future performance. These statements are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results may differ materially from those indicated in the forward-looking statements as a result of a number of important factors, including, but not limited to:
| ● | we are dependent on the success of our INTASYL™ technology, and our product candidates based on this technology, which is unproven and may never lead to approved and marketable products; |
| ● | our product candidates are in an early stage of development and we may fail, experience significant delays, never advance in clinical development or not be successful in our efforts to identify or discover additional product candidates, which may materially and adversely impact our business; |
| ● | disruptions at the FDA, including due to any reduction in the FDA’s workforce and/or inadequate funding for the FDA, could prevent the FDA from performing normal functions on which our business relies, which could negatively impact our business; |
| ● | if we experience delays or difficulties in identifying and enrolling subjects in clinical trials, it may lead to delays in generating clinical data and the receipt of necessary regulatory approvals; |
| ● | topline data may not accurately reflect or may materially differ from the complete results of a clinical trial; |
| ● | we rely upon third parties for the manufacture of the clinical supply for our product candidates; |
| ● | our business and operations would suffer in the event of a cybersecurity incident; |
| ● | we are dependent on the patents we own and the technologies we license, and if we fail to maintain our patents or lose the right to license such technologies, our ability to develop new products would be harmed; |
| ● | we will require substantial additional funds to complete our research and development activities; |
| ● | future financing may be obtained through, and future development efforts may be paid for by, the issuance of debt or equity, which may have an adverse effect on our stockholders or may otherwise adversely affect our business; |
| ● | we may not be able to remain compliant with the continued listing requirements of The Nasdaq Capital Market; and |
| ● | the price of our Common Stock has been and may continue to be volatile. |
The risks set forth above are not exhaustive and additional factors, including those identified in this Annual Report on Form 10-K under the heading “Risk Factors,” for reasons described elsewhere in this Annual Report on Form 10-K and in other filings Phio Pharmaceuticals Corp. periodically makes with the Securities and Exchange Commission, could adversely affect our business and financial performance. Therefore, you should not rely unduly on any of these forward-looking statements. Forward-looking statements contained in this Annual Report on Form 10-K speak as of the date hereof and Phio Pharmaceuticals Corp. does not undertake to update any of these forward-looking statements to reflect a change in its views or events or circumstances that occur after the date of this report, except as required by law.
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