Phio Pharmaceuticals (NASDAQ: PHIO) launches $6.36M at-the-market stock plan
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Phio Pharmaceuticals Corp. entered into an at-the-market equity offering arrangement allowing it to sell up to $6,360,000 of common stock through H.C. Wainwright & Co. as sales agent. These shares are registered under an effective shelf registration statement and an accompanying prospectus supplement.
The sales agent will use commercially reasonable efforts to place shares under parameters Phio sets, and will earn a 3.0% commission on gross proceeds. Phio can suspend or terminate the program at any time and is not obligated to sell any shares. The company also agreed to reimburse up to $75,000 of the agent’s legal fees related to this arrangement.
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8-K Event Classification
2 items: 1.01, 9.01
2 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
ATM program size: $6,360,000
Sales agent commission: 3.0% of gross proceeds
Legal fee reimbursement cap: $75,000
+3 more
6 metrics
ATM program size
$6,360,000
Maximum aggregate offering amount of common stock under ATM agreement
Sales agent commission
3.0% of gross proceeds
Commission H.C. Wainwright earns on each sale of shares
Legal fee reimbursement cap
$75,000
Cap on reasonable and documented legal fees reimbursable to sales agent’s counsel
Shelf registration form
Form S-3 (File No. 333-279557)
Registration statement under which the ATM shares are registered
Shelf effectiveness date
July 1, 2024
Date the SEC declared the Form S-3 shelf registration effective
ATM agreement date
April 8, 2026
Date of At The Market Offering Agreement with H.C. Wainwright
Key Terms
At The Market Offering Agreement, shelf registration statement, prospectus supplement, Rule 415(a)(4), +1 more
5 terms
At The Market Offering Agreement financial
"entered into an At The Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright"
shelf registration statement regulatory
"being registered under the Securities Act pursuant to the Company’s shelf registration statement on Form S-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
prospectus supplement regulatory
"and an accompanying prospectus supplement filed with the SEC on April 8, 2026"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
Rule 415(a)(4) regulatory
"“at the market offerings” as defined in Rule 415(a)(4) under the Securities Act"
Rule 415(a)(4) is a U.S. Securities and Exchange Commission rule that lets a company add more securities to an already effective shelf registration, so those additional shares or bonds can be sold later without filing a completely new registration. For investors it matters because it gives the issuer the flexibility to raise cash quickly—like having an open credit line—while creating the possibility of dilution or changes in supply that can affect share price.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
FAQ
What financing arrangement did PHIO Pharmaceuticals announce?
Phio Pharmaceuticals entered an at-the-market offering agreement with H.C. Wainwright & Co. The company may sell common stock from time to time, giving it flexible access to equity capital under an existing shelf registration and related prospectus supplement.
How much stock can PHIO sell under the new at-the-market program?
Phio Pharmaceuticals can offer and sell up to $6,360,000 of common stock under the at-the-market agreement. These shares are registered on the company’s Form S-3 shelf registration and described in a prospectus supplement filed on April 8, 2026.
What fees will PHIO pay H.C. Wainwright under this ATM agreement?
H.C. Wainwright will receive a 3.0% commission on the gross proceeds from each share sale. Phio also agreed to reimburse certain expenses, including up to $75,000 for the sales agent’s legal counsel related to entering into the agreement.
How will PHIO control sales under the at-the-market program?
Phio will set sale parameters, including the number of shares, the time period for sales, daily volume limits, and a minimum price. Transactions may be executed as at-the-market offerings under Rule 415(a)(4) of the Securities Act.