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Phio Pharmaceuticals Corp.

For the period ended Dec 31, 2024. Filed Mar 31, 2025.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Mar 31, 2025

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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Contents

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

ExhibitIncorporated by Reference Herein
NumberDescriptionFormDate
3.1Amended and Restated Certificate of Incorporation of Phio Pharmaceuticals Corp.Current Report on Form 8-K (File No. 001-36304)November 19, 2018
3.2Certificate 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
3.3Certificate 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
3.4Certificate 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
3.5Certificate of Designation of Series D Preferred Stock, dated November 16, 2022.Current Report on Form 8-K (File No. 001-36304)November 16, 2022
3.6Amended and Restated Bylaws of Phio Pharmaceutical Corp.Current Report on Form 8-K (File No. 001-36304)May 2, 2022
4.1Form of Warrant.Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-221173)September 28, 2018
4.2Form of Placement Agent Warrant.Current Report on Form 8-K (File No. 001-36304)November 19, 2019
4.3Form of Warrant.Current Report on Form 8-K (File No. 001-36304)February 6, 2020
4.4Form of Warrant.Current Report on Form 8-K (File No. 001-36304)February 13, 2020
4.5Form of Underwriter Warrant.Current Report on Form 8-K (File No. 001-36304)February 13, 2020
ExhibitIncorporated by Reference Herein
NumberDescriptionFormDate
4.6Form of Warrant.Current Report on Form 8-K (File No. 001-36304)April 2, 2020
4.7Form of Common Stock Warrant.Current Report on Form 8-K (File No. 001-36304)January 25, 2021
4.8Form of Placement Agent Warrant.Current Report on Form 8-K (File No. 001-36304)February 17, 2021
4.9Form of Series A Common Stock Warrant.Current Report on Form 8-K (File No. 001-36304)April 20, 2023
4.10Form of Series B Common Stock Warrant.Current Report on Form 8-K (File No. 001-36304)April 20, 2023
4.11Form of Existing Warrant Amendment.Current Report on Form 8-K (File No. 001-36304)April 20, 2023
4.12Form of Series A Common Stock Warrant.Current Report on Form 8-K (File No. 001-36304)June 2, 2023
4.13Form of Series B Common Stock Warrant.Current Report on Form 8-K (File No. 001-36304)June 2, 2023
4.14Form of Series A/B Warrant.Current Report on Form 8-K (File No. 001-36304)December 8, 2023
4.15Form of Placement Agent Warrant.Current Report on Form 8-K (File No. 001-36304)December 8, 2023
4.16Description 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
4.17Form of Series C/D WarrantCurrent Report on Form 8-K (File No. 001-36304)July 12, 2024
4.18Form of Placement Agent WarrantCurrent Report on Form 8-K (File No. 001-36304)July 12, 2024
4.19Form of Series E Common Stock WarrantCurrent Report on Form 8-K (File No. 001-36304)December 20, 2024
4.20Form of Placement Agent WarrantCurrent Report on Form 8-K (File No. 001-36304)December 20, 2024
ExhibitIncorporated by Reference Herein
NumberDescriptionFormDate
4.21Form of Series F Common Stock WarrantCurrent Report on Form 8-K (File No. 001-36304)December 26, 2024
4.22Form of Placement Agent WarrantCurrent Report on Form 8-K (File No. 001-36304)December 26, 2024
4.23Form of Series G Common Stock WarrantCurrent Report on Form 8-K (File No. 001-36304)January 14, 2024
4.24Form of Placement Agent WarrantCurrent Report on Form 8-K (File No. 001-36304)January 14, 2024
4.25Form of Series H Common Stock WarrantCurrent Report on Form 8-K (File No. 001-36304)January 15, 2024
4.26Form of Placement Agent WarrantCurrent Report on Form 8-K (File No. 001-36304)January 15, 2024
4.27Form of Series I Common Stock WarrantCurrent Report on Form 8-K (File No. 001-36304)January 17, 2024
4.28Form of Placement Agent WarrantCurrent Report on Form 8-K (File No. 001-36304)January 17, 2024
10.1Patent 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
10.2Clinical Co-development Agreement, dated February 26, 2021, by and between Phio Pharmaceuticals Corp. and AgonOx, Inc.+Annual Report on Form 10-K (File No. 00136304)March 22, 2023
10.3Phio Pharmaceuticals Corp. 2020 Long Term Incentive Plan, as amended and restated.#Quarterly Report on Form 10-Q (File No. 001-36304)November 9, 2023
10.4Form 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
10.5Form 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
10.6Phio Pharmaceuticals Corp. 2012 Long Term Incentive Plan.#Quarterly Report on Form 10-Q (File No. 001-36304)November 12, 2019
10.7Form 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
ExhibitIncorporated by Reference Herein
NumberDescriptionFormDate
10.8Form 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
10.9Form 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
10.10RXi Pharmaceuticals Corporation Employee Stock Purchase Plan.#Registration Statement on Form S-8 (File No. 333-277013)August 24, 2018
10.11Form of Indemnification Agreement.#Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-177498)January 23, 2012
10.12Employment 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
10.13Lease 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
10.14First Amendment to Lease dated January 22, 2019.Current Report on Form 8-K (File No. 001-36304)January 28, 2019
10.15Registration 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
10.16Form of Securities Purchase Agreement, dated April 18, 2023, by and between the Company and each of the Purchasers signatory thereto.Current Report on Form 8-K (File No. 001-36304)April 20, 2023
10.17Form of Securities Purchase Agreement, dated May 31, 2023, by and between the Company and each of the Purchasers signatory thereto (Registered Direct Offering).Current Report on Form 8-K (File No. 001-36304)June 2, 2023
10.18Form of Securities Purchase Agreement, dated May 31, 2023, by and between the Company and each of the Purchasers signatory thereto (PIPE Private Placement).Current Report on Form 8-K (File No. 001-36304)June 2, 2023
10.19Form of Registration Rights Agreement, dated May 31, 2023, by and between the Company and each of the Purchasers signatory thereto.Current Report on Form 8-K (File No. 001-36304)June 2, 2023
10.20Form of Inducement Letter Agreement, dated December 6, 2023, by and between Phio Pharmaceuticals Corp. and the Holders.Current Report on Form 8-K (File No. 001-36304)December 8, 2023
10.21Purchase Agreement, dated May 16, 2024, by and between the Company and Triton Funds LP.Current Report on Form 8-K (File No. 001-36304)May 17, 2024
ExhibitIncorporated by Reference Herein
NumberDescriptionFormDate
10.22Phio Pharmaceuticals Corp. 2020 Long Term Incentive PlanCurrent Report on Form 8-K (File No. 001-36304)June 21, 2024
10.23Form 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
10.24Employment Agreement, dated July 9, 2024, by and between the Company and Robert M. Infarinato.Current Report on Form 8-K (File No. 001-36304)August 1, 2024
10.25Form of Securities Purchase Agreement, dated December 19, 2024, by and between the Company and each of the Purchasers signatory thereto.Current Report on Form 8-K (File No. 001-36304)December 20, 2024
10.26Form of Securities Purchase Agreement, dated December 23, 2024, by and between the Company and each of the Purchasers signatory thereto.Current Report on Form 8-K (File No. 001-36304)December 26, 2024
10.27Form of Securities Purchase Agreement, dated January 13, 2025, by and between the Company and each of the Purchasers signatory thereto.Current Report on Form 8-K (File No. 001-36304)January 14, 2025
10.28Form of Securities Purchase Agreement, dated January 14, 2025, by and between the Company and each of the Purchasers signatory thereto.Current Report on Form 8-K (File No. 001-36304)January 15, 2025
10.29Form of Securities Purchase Agreement, dated January 16, 2025, by and between the Company and each of the Purchasers signatory thereto.Current Report on Form 8-K (File No. 001-36304)January 17, 2025
10.30First Amendment to the Employment Agreement of Robert J. Bitterman, dated March 25, 2025, by and between the Company and Robert Bitterman.*
19.1Insider Trading Policy.*
23.1Consent of BDO USA, P.C., an Independent Registered Public Accounting Firm.*
31.1Sarbanes-Oxley Act Section 302 Certification of Principal Executive Officer.*
31.2Sarbanes-Oxley Act Section 302 Certification of Principal Financial Officer.*
32.1Sarbanes-Oxley Action Section 906 Certification of Principal Executive Officer and Principal Financial Officer.**
97.1Phio Pharmaceuticals Corp. Incentive Compensation Recovery Policy.*Annual Report on Form 10-K (File No. 001-35304)April 1, 2024
ExhibitIncorporated by Reference Herein
NumberDescriptionFormDate
101.INSInline XBRL Instance Document.*
101.SCHInline XBRL Taxonomy Extension Schema Document.*
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.*
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.*
104The 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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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.