[D] Phio Pharmaceuticals Corp. SEC Filing

Rhea-AI Filing Summary

Phio Pharmaceuticals Corp. (PHIO) filed a Form D announcing a Rule 506(b) private placement that opened 28-Jul-2025.

• Target size: up to $5.08 million in warrants and the underlying common shares.
• Raised to date: $232,149 (≈4.6% of target) from two accredited investors; minimum investment $0.
• Remaining to sell: $4.85 million.
• Broker compensation: $261,753 cash (≈5.2% of capital raised) plus 69,645 warrants (7,500 exercisable at $2.8125; 62,145 at $3.4188).
• Securities offered: options/warrants and the shares issuable upon exercise; no debt or pooled-fund interests.
• Offering duration: expected to close within one year; not linked to a business combination.
• Issuer profile: Delaware-incorporated biotechnology company headquartered in King of Prussia, PA; revenue size undisclosed.

No proceeds are slated for payments to directors, officers or promoters. Reliance on Reg D limits the sale to accredited investors and keeps detailed financials private. Execution risk remains until the full amount is subscribed.

Positive

• Fresh capital access: Up to $5.08 million available to extend operating runway.
• No insider payments: 0% of proceeds earmarked for executives, reducing governance red flags.
• Broker fee reasonable: ~5% cash commission aligns with micro-cap norms and preserves majority of proceeds.

Negative

• Low subscription rate: Only 4.6% of target raised at filing date, creating funding uncertainty.
• Potential dilution: 69,645 placement-agent warrants plus investor warrants will expand share count if exercised.
• Limited investor pool: Rule 506(b) restricts offering to accredited investors, possibly slowing capital inflow.

Insights

Financial Analyst

TL;DR: Small Reg D raise adds cash but only 4.6% funded; dilution capped by warrant exercise prices—overall neutral until more capital closes.

The $5.1 million target is modest versus biotech burn rates, yet fresh cash and warrant proceeds can extend runway without immediate debt. Placement fees at ~5% are typical for micro-cap deals, and no insider payouts reduce governance concerns. However, early uptake is slow (two investors), implying execution risk and possible need for sweeter terms or follow-on raises. With warrants priced above market, near-term dilution is limited, but full subscription would expand share count materially. Overall, impact is neutral pending additional sales progress.

Biotech Capital-Markets Specialist

TL;DR: Cash infusion helpful, but size unlikely to fund clinical milestones; reliance on accredited buyers narrows capital pool.

PHIO’s therapeutic platform demands sustained R&D spend; $5 million covers only a few quarters of operating expense. A Reg D structure accelerates closing yet limits marketing flexibility and may signal constrained access to traditional equity lines. Absence of non-accredited investors streamlines compliance but reduces breadth. Exercise prices above current quotes could delay cash-inflow from warrants, pushing management back to capital markets sooner. Investors should watch pace of subscriptions and any shift to shelf offerings or partnering for non-dilutive funding.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001533040

RXi Pharmaceuticals Corp

Rxi Pharmaceuticals Corporation

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Phio Pharmaceuticals Corp.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Phio Pharmaceuticals Corp.
Street Address 1		Street Address 2
411 SWEDELAND ROAD		SUITE 23-1080
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
KING OF PRUSSIA	PENNSYLVANIA	19406	(508) 767-3861

3. Related Persons

Last Name	First Name	Middle Name
Bitterman	Robert	J.
Street Address 1	Street Address 2
411 SWEDELAND ROAD	SUITE 23-1080
City	State/Province/Country	ZIP/PostalCode
KING OF PRUSSIA	PENNSYLVANIA	19406

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Bradford	Patricia	A.
Street Address 1	Street Address 2
411 SWEDELAND ROAD	SUITE 23-1080
City	State/Province/Country	ZIP/PostalCode
KING OF PRUSSIA	PENNSYLVANIA	19406

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Ferrara	Robert
Street Address 1	Street Address 2
411 SWEDELAND ROAD	SUITE 23-1080
City	State/Province/Country	ZIP/PostalCode
KING OF PRUSSIA	PENNSYLVANIA	19406

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Freeman	Jonathan
Street Address 1	Street Address 2
411 SWEDELAND ROAD	SUITE 23-1080
City	State/Province/Country	ZIP/PostalCode
KING OF PRUSSIA	PENNSYLVANIA	19406

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Lockshin, Ph.D.	Curtis
Street Address 1	Street Address 2
411 SWEDELAND ROAD	SUITE 23-1080
City	State/Province/Country	ZIP/PostalCode
KING OF PRUSSIA	PENNSYLVANIA	19406

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Carson	Lisa
Street Address 1	Street Address 2
411 SWEDELAND ROAD	SUITE 23-1080
City	State/Province/Country	ZIP/PostalCode
KING OF PRUSSIA	PENNSYLVANIA	19406

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Deming	David	H.
Street Address 1	Street Address 2
411 SWEDELAND ROAD	SUITE 23-1080
City	State/Province/Country	ZIP/PostalCode
KING OF PRUSSIA	PENNSYLVANIA	19406

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	X Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-07-28				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$5,080,826	USD	or Indefinite
Total Amount Sold	$232,149	USD
Total Remaining to be Sold	$4,848,677	USD	or Indefinite

Clarification of Response (if Necessary):

The offering amount reflects the aggregate purchase price received and exercise price due to the Company assuming cash exercise of all warrants issued to the accredited investors and placement agent in the private placement under Rule 506(b).

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

2

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$261,753	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

In connection with the offering, the placement agent received $261,753 and warrants to purchase up to 69,645 shares of common stock, 7,500 of which are exercisable at $2.8125 per share and 62,145 of which are exercisable at $3.4188 per share.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Phio Pharmaceuticals Corp.	/s/ Robert J. Bitterman	Robert J. Bitterman	President and Chief Executive Officer	2025-08-04

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

How much capital is Phio Pharmaceuticals (PHIO) seeking to raise in this Form D offering?

The company is targeting $5.08 million through warrants and the underlying shares.

How much has PHIO raised so far?

As of the filing, $232,149 has been received from two accredited investors.

What securities are being offered?

Investors receive warrants or other rights plus the common shares issuable upon exercise; no debt is included.

What fees does the placement agent earn?

The agent receives $261,753 cash and 69,645 warrants with exercise prices of $2.8125 and $3.4188.

Will any proceeds go to PHIO executives or directors?

No, the filing indicates $0 of proceeds are allocated to officers, directors, or promoters.

When did the offering start and how long will it last?

First sale occurred on 28-Jul-2025; the company does not expect the offering to exceed one year.