Phio Pharmaceuticals Corp.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Robert Infarinato’s employment as the Company’s Vice President of Strategic Development terminated on July 31, 2025 (the “Termination Date”). Mr. Infarinato previously served as the Company’s Chief Financial Officer from August 1, 2024 to June 6, 2025. In connection with his separation from the Company, the Company entered into a separation agreement with Mr. Infarinato on August 11th, 2025, which provided for (i) severance in the amount of twelve weeks of Mr. Infarinato’s base salary, which amounts to $60,000, (ii) payment of a lump sum of $40,000 on the first regularly scheduled payroll date following the Termination Date, and (iii) the continued vesting of all outstanding equity-based awards granted to Mr. Infarinato prior to the Termination Date (which amounts to 11,000 restricted stock units scheduled to vest on August 13, 2025 and September 11, 2025). In exchange for these benefits, Mr. Infarinato signed a release of claims against the Company and its affiliates and re-affirmed certain confidentiality, non-solicitation and post-departure cooperation covenants. The foregoing description of the separation agreement is qualified in its entirety by reference to the full text of the agreement, which is attached as Exhibit 10.3 to this Quarterly Report on Form 10-Q and is hereby incorporated herein by reference.

Insider Trading Arrangements

During the three months ended June 30, 2025, no director or officer of the Company adopted orterminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.