Phio Pharmaceuticals Corp SEC Filings

PHIO Pharmaceuticals Corp. reported that it has completed enrollment in its ongoing Phase 1b clinical trial (NCT 06014086) of its INTASYL siRNA lead compound, PH-762. This means all planned participants have been enrolled and the study can now proceed using the full patient group for evaluation. The update was shared through a press release dated November 25, 2025, which is included as an exhibit to this report.

Phio Pharmaceuticals Corp. (PHIO) reported an insider stock purchase by its Chairman, President and CEO, who is also a director. On 11/21/2025, the executive bought 5,000 shares of common stock at a price of $1.14 per share in an open-market transaction coded as a purchase.

After this transaction, the executive beneficially owns 281,421 shares of Phio common stock, which includes shares underlying unvested restricted stock units. The filing was made as a Form 4 by a single reporting person, indicating a change in that individual’s ownership position in the company.

Phio Pharmaceuticals Corp. has filed a resale registration statement covering up to 11,763,800 shares of common stock issuable upon the exercise of outstanding warrants. These shares will be sold from time to time by existing selling stockholders, and the company itself is not selling any shares under this prospectus. Phio will not receive proceeds from stockholder resales, but would receive cash if the warrants are exercised, which at full cash exercise would total approximately $24.5 million. The company has already raised about $13.4 million from recent warrant exercises tied to November 2025 inducement agreements. Any future warrant exercise proceeds are expected to support working capital and development of PH-762 for cutaneous carcinomas following encouraging Phase 1b safety and pathology results.

Phio Pharmaceuticals Corp. (PHIO) reported an insider purchase by its Chairman, President and CEO. On 11/18/2025, the executive, who also serves as a director, bought 5,000 shares of Phio common stock at a price of $1.27 per share in an open-market transaction coded "P" for purchase.

After this transaction, the reporting person beneficially owned 276,421 shares of common stock, which includes shares underlying unvested restricted stock units. All reported holdings are listed as directly owned.

Phio Pharmaceuticals (PHIO) reported Q3 2025 results showing a net loss of $2.392 million on operating expenses of $2.505 million. Cash and cash equivalents were $10.705 million as of September 30, 2025, up from $5.382 million at year-end 2024, reflecting warrant exercises and registered direct offerings.

Subsequent to quarter-end, Phio entered inducement agreements that generated approximately $13.4 million in gross proceeds, with anticipated fees of $1.3 million, and issued new Series A warrants. The company states it believes it has sufficient liquidity for at least 12 months with these proceeds. Shares outstanding were 5,784,770 at September 30, 2025, and 10,764,428 as of November 11, 2025.

R&D expense was $1.181 million in Q3, driven by PH-762 clinical and CMC activity; G&A was $1.324 million. Year-to-date net loss was $6.327 million. In its ongoing Phase 1b trial of intratumoral PH-762, the fifth cohort showed 100% tumor clearance in one patient, >90% in a second, and >50% in a third at Day 36; no dose-limiting toxicities have been observed to date.

Phio Pharmaceuticals Corp. filed an 8-K announcing it reported financial results for the quarter ended September 30, 2025. The company furnished a related press release as Exhibit 99.1.

The disclosure under Item 2.02 is furnished, not filed, and will only be incorporated by reference into other filings if expressly stated. PHIO’s common stock trades on The Nasdaq Capital Market.

Phio Pharmaceuticals (PHIO) entered inducement agreements for warrant exercises and issued new warrants. Holders agreed to exercise 5,663,182 existing warrants, with portions exercised at $2.00 and $2.485, and 4,654,586 exercised or to be exercised at a reduced $2.05. In return, Phio issued unregistered Series A Warrants for up to 11,326,364 shares at $2.05, exercisable immediately for 24 months from the resale registration’s effective date.

Initial closings on November 4 and 6 generated approximately $12.6 million in gross proceeds, tied to 5,313,182 exercises and 10,626,364 new warrants issued. Additional closings are expected by November 18 for 350,000 more exercises and 700,000 additional new warrants. Phio expects total gross proceeds of about $13.4 million before fees and expenses, including $1,415,795.50 paid for the new warrants. The company will file a resale registration statement for the new warrant shares within 20 days and agreed to a brief issuance blackout. H.C. Wainwright serves as placement agent with cash fees and warrants as compensation.

Phio Pharmaceuticals (PHIO) reported early clinical signals in its Phase 1b dose‑escalation trial of INTASYL PH‑762 for cutaneous squamous cell carcinoma. The company announced Day 36 outcomes in the fifth and final dose cohort: 100% tumor clearance (Complete Response) in one patient, greater than 90% (Near Complete Response) in a second, and greater than 50% (Partial Response) in a third.

Phio also stated that the Safety Monitoring Committee issued a favorable review of safety data at the maximum dose. These updates come from the ongoing Phase 1b dose escalation study (NCT 06014086).

Phio Pharmaceuticals (PHIO) filed an 8-K announcing board changes. On October 31, 2025, Robert Ferrara resigned from the Board, the Compensation and Audit Committees, and as Lead Independent Director, effective immediately. The company states his decision to resign was not the result of any disagreement with the company.

Pursuant to the Governance Committee’s recommendation and following the resignation, the Board reduced its size from six to five members, leaving no vacancies. The company also announced the appointment of David Deming as Lead Independent Director in a press release issued on October 31, 2025, which is furnished as Exhibit 99.1.