Phio Pharmaceuticals Corp

The purpose of the 2020 Plan is to advance the interests of the Company by giving stock-based incentives tothe 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, 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 that on or after the Effective Date were forfeited, terminated, expired or otherwise lapsed without being exercised (to the extent applicable), or were settled in cash, were included in the authorized shares available for grant under the 2020 Plan.

As of the Record Date, there were 18,582 shares of Common Stock subject to outstanding RSUs, 10,061 shares of Common Stock subject to outstanding stock options and 140,500 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 and restatement of the 2020 Plan, subject to stockholder approval.

The amendment and restatement will increase the number of shares of Common Stock reserved for issuance under the 2020 Plan by 500,000 shares to a total of 725,500 shares, which represents approximately 15% of the total outstanding shares of our Common Stock as of the Record Date. The Board currently intends that the additional 500,000 shares under the 2020 Plan will be sufficient to fund the Company’s equity compensation needs for approximately 1 - 2 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: