Phio Pharmaceuticals Corp.

The purpose of the 2020 Plan is to advance the interests of the Company by giving stock-based incentives to the employees, officers, directors and other key persons of the Company who are in a position to make a significant contribution to the success of the Company. The 2020 Plan was originally adopted by the Board in August 2020 and by our stockholders in October 2020 as a successor to the 2012 Phio Pharmaceuticals Corp. Long Term Incentive Plan (the “2012 Plan”), which expired on January 23, 2022. Upon adoption of the 2020 Plan by our stockholders, no further awards were made under the 2012 Plan and shares that remained available for grant under the 2012 Plan and shares that were subject to outstanding awards under the 2012 Plan were included in the authorized shares available for grant under the 2020 Plan.

As of the Record Date, there were 792,200 shares of Common Stock subject to outstanding RSUs, 1,115 shares of Common Stock subject to outstanding stock options and 158,702 shares of Common Stock that remained available for issuance under the 2020 Plan. In order to continue to provide employees, officers, directors and other key persons with stock-based incentives, the Board has authorized an amendment of the 2020 Plan, subject to stockholder approval.

The amendment will increase the number of shares of Common Stock reserved for issuance under the 2020 Plan by 1,500,000 shares to a total of 2,452,017 shares, which represents approximately 21.1% of the total outstanding shares of our Common Stock as of the Record Date. Based on projected utilization rates, the Board currently intends that the additional 1,500,000 shares under the 2020 Plan will be sufficient to fund the Company’s equity compensation needs for approximately two years. There are no other proposed changes to the 2020 Plan.

While approving the share increase under the 2020 Plan, the Board considered, among other things, the following: