Phio Pharmaceuticals adds 1.5M shares to stock plan

Grant Thornton, LLP was ratified as Phio's independent registered public accounting firm for the year ending December 31, 2026.

Rhea-AI Filing Summary

Phio Pharmaceuticals Corp. stockholders approved an amendment to the 2020 Long Term Incentive Plan at the September 28, 2026 annual meeting. Effective upon stockholder approval, the amendment increased shares available for issuance by 1,500,000, bringing the plan total to 2,452,017 shares.

Stockholders also ratified Grant Thornton, LLP as the independent registered public accounting firm for the year ending December 31, 2026. The plan amendment received 1,155,945 votes for, 194,070 against and 34,468 abstentions; 3,823,097 broker non-votes were reported. At the August 4, 2026 record date, Phio had 11,617,250 common shares issued and outstanding, and 5,207,580 shares were present virtually or represented by valid proxy at the meeting.

Filing Explained

The vote expands the plan’s capacity to issue 1,500,000 additional shares; it does not itself report an issuance. If issued, additional shares would increase the share count and reduce existing holders’ percentage ownership absent offsetting changes.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares added to 2020 Plan: 1,500,000 shares Shares available under 2020 Plan: 2,452,017 shares Votes for plan amendment: 1,155,945 votes +5 more

8 metrics

Shares added to 2020 Plan 1,500,000 shares Plan amendment approved at the September 28, 2026 annual meeting

Shares available under 2020 Plan 2,452,017 shares Total after the amendment

Votes for plan amendment 1,155,945 votes 2026 annual meeting

Votes against plan amendment 194,070 votes 2026 annual meeting

Abstentions on plan amendment 34,468 votes 2026 annual meeting

Broker non-votes on plan amendment 3,823,097 votes 2026 annual meeting

Common shares issued and outstanding 11,617,250 shares As of August 4, 2026, the record date

Shares present or represented 5,207,580 shares At the September 28, 2026 annual meeting

Key Terms

Long Term Incentive Plan, Broker Non-Votes, record date, independent registered public accounting firm

4 terms

Long Term Incentive Plan financial

"2020 Phio Pharmaceuticals Corp. Long Term Incentive Plan"

A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.

Broker Non-Votes financial

"Broker Non-Votes 3,823,097"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

record date regulatory

"the record date for eligibility to vote"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

independent registered public accounting firm regulatory

"ratified the appointment of Grant Thornton, LLP"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did PHIO add to its 2020 Plan?

The amendment added 1,500,000 shares available for issuance, bringing the plan total to 2,452,017 shares. It became effective upon stockholder approval.

How did PHIO shareholders vote on the 2020 Plan amendment?

The amendment received 1,155,945 votes for, 194,070 against and 34,468 abstentions, with 3,823,097 broker non-votes. The proposal increased shares available for issuance under the 2020 Plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  September 28, 2026

PHIO PHARMACEUTICALS CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-36304	45-3215903
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

411 Swedeland Road, Suite 23-1080
King of Prussia, PA	19406
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (610) 947-0251

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:		Trading Symbol(s):		Name of each exchange on which registered:
Common Stock, par value $0.0001 per share		PHIO		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Phio Pharmaceuticals Corp. (the “Company”) held its 2026 Annual Meeting of Stockholders via live webcast (the “Annual Meeting”) on September 28, 2026. At the Annual Meeting, the Company’s stockholders, upon the recommendation of the Company’s Board of Directors, approved an amendment (the “Plan Amendment”) to the amended and restated 2020 Phio Pharmaceuticals Corp. Long Term Incentive Plan (as amended, the “2020 Plan”). The Plan Amendment became effective upon stockholder approval and increased the number of shares of common stock that may be issued thereunder by 1,500,000, to a total of 2,452,017 shares of common stock available for issuance under the 2020 Plan, as described under Proposal No. 3 of the Company’s definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on August 14, 2026 (the “2026 Proxy Statement”), which description is incorporated herein by reference.

The foregoing description of the Plan Amendment is qualified in its entirety by reference to the text of the Plan Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07.  Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company’s stockholders voted and: (1) elected each of the six directors to serve until the Company’s 2027 Annual Meeting of Stockholders; (2) ratified the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026; and (3) approved the Plan Amendment to increase the number of shares of common stock available for issuance under the 2020 Plan by 1,500,000.

The Company had 11,617,250 shares of common stock issued and outstanding at the close of business on August 4, 2026, the record date for eligibility to vote at the Annual Meeting, and there were present (in person virtually or represented by valid proxy) a total of 5,207,580 shares of common stock at the Annual Meeting.

At the Annual Meeting, the Company’s stockholders voted in the following manner with respect to the following proposals:

Proposal 1: Election of Directors

Nominee		Votes For		Votes Withheld		Broker Non-Votes
Robert J. Bitterman		1,341,217		43,266		3,823,097
Patricia A. Bradford		1,338,986		45,497		3,823,097
David H. Deming		1,344,856		39,627		3,823,097
Jonathan E. Freeman, Ph.D.		1,296,890		87,593		3,823,097
Curtis A. Lockshin, Ph.D.		1,344,007		40,476		3,823,097
R. Todd Plott, M.D.		1,347,034		37,449		3,823,097

Proposal 2: Ratification of Auditor

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
5,087,608		88,779		31,193		-

Proposal 3: Amendment and Restatement of the 2020 Phio Pharmaceuticals Corp. Long Term Incentive Plan

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
1,155,945		194,070		34,468		3,823,097

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Amendment No. 1 to Phio Pharmaceuticals Corp. 2020 Corp. Long Term Incentive Plan, as amended and restated.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PHIO PHARMACEUTICALS CORP.
Date: September 28, 2026	By:	/s/ Robert J. Bitterman
		Robert J. Bitterman President & Chief Executive Officer

3

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 14.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.7 KB