Phio Pharmaceuticals Corp. received an updated ownership report from Intracoastal Capital LLC and its principals Mitchell P. Kopin and Daniel B. Asher. As of December 31, 2025, they may be deemed to beneficially own 1,142,556 shares of common stock through a warrant held by Intracoastal.
The filing states this represents approximately 9.1% of Phio’s common stock, calculated using 11,447,952 shares outstanding as of December 4, 2025 plus the warrant shares. Additional warrants for 149,298 and 759,298 shares are subject to 4.99% beneficial ownership blocker provisions and are excluded from this percentage.
Without these blocker provisions, the reporting persons may be deemed to beneficially own 2,051,152 shares. They certify the securities were not acquired to change or influence control of Phio Pharmaceuticals, and that the information is true, complete, and correct.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Phio Pharmaceuticals Corp.
(Name of Issuer)
Common stock, par value $0.0001 per share
(Title of Class of Securities)
71880W501
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
71880W501
1
Names of Reporting Persons
Mitchell P. Kopin
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,142,556.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,142,556.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,142,556.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.1 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
71880W501
1
Names of Reporting Persons
Daniel B. Asher
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,142,556.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,142,556.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,142,556.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.1 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
71880W501
1
Names of Reporting Persons
Intracoastal Capital LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,142,556.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,142,556.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,142,556.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.1 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Phio Pharmaceuticals Corp.
(b)
Address of issuer's principal executive offices:
411 Swedeland Road, Suite 23-1080, King of Prussia, PA 19406
Item 2.
(a)
Name of person filing:
This Schedule 13G is being filed on behalf of (i) Mitchell P. Kopin, an individual ("Mr. Kopin"), (ii) Daniel B. Asher, an individual ("Mr. Asher") and (iii) Intracoastal Capital LLC, a Delaware limited liability company ("Intracoastal" and together with Mr. Kopin and Mr. Asher, collectively the "Reporting Persons").
(b)
Address or principal business office or, if none, residence:
The principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483. The principal business office of Mr. Asher is 1011 Lake Street, Suite 311, Oak Park, Illinois 60301.
(c)
Citizenship:
Mr. Kopin is a citizen of the United States of America. Mr. Asher is a citizen of the United States of America. Intracoastal is a Delaware limited liability company.
(d)
Title of class of securities:
Common stock, par value $0.0001 per share
(e)
CUSIP No.:
71880W501
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of the close of business on December 31, 2025, each of the Reporting Persons may have been deemed to have beneficial ownership of 1,142,556 shares of Common Stock issuable upon exercise of a warrant held by Intracoastal ("Intracoastal Warrant 1"), and all such shares of Common Stock represent beneficial ownership of approximately 9.1% of the Common Stock, based on (1) 11,447,952 shares of Common Stock outstanding as of December 4, 2025, as reported by the Issuer, plus (2) 1,142,556 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1. The foregoing excludes (I) 149,298 shares of Common Stock issuable upon exercise of a second warrant held by Intracoastal ("Intracoastal Warrant 2") because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock and (II) 759,298 shares of Common Stock issuable upon exercise of a third warrant held by Intracoastal ("Intracoastal Warrant 3") because Intracoastal Warrant 3 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 3 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 2,051,152 shares of Common Stock.
(b)
Percent of class:
9.1 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
1,142,556
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
1,142,556
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What ownership stake in Phio Pharmaceuticals (PHIO) is reported in this Schedule 13G/A?
The reporting persons disclose beneficial ownership of 1,142,556 Phio common shares, or about 9.1% of the class. This percentage is based on 11,447,952 shares outstanding plus the warrant shares underlying Intracoastal Capital LLC’s position.
Who are the reporting persons in the Phio Pharmaceuticals (PHIO) Schedule 13G/A?
The filing is made on behalf of Mitchell P. Kopin, Daniel B. Asher, and Intracoastal Capital LLC. Kopin and Asher are U.S. individuals, while Intracoastal is a Delaware limited liability company reporting shared voting and dispositive power over the same warrant-held shares.
How is the 9.1% beneficial ownership in Phio (PHIO) calculated in this filing?
The 9.1% is based on 11,447,952 Phio common shares outstanding as of December 4, 2025, plus 1,142,556 shares issuable upon exercise of a warrant. Only these warrant shares, labeled Intracoastal Warrant 1, are included in the ownership calculation.
What warrant holdings does Intracoastal Capital LLC report in Phio Pharmaceuticals (PHIO)?
Intracoastal reports a warrant, Intracoastal Warrant 1, for 1,142,556 shares included in beneficial ownership. Two additional warrants, for 149,298 and 759,298 shares, are excluded from ownership calculations due to 4.99% beneficial ownership blocker provisions in those instruments.
What are the 4.99% blocker provisions mentioned in the Phio (PHIO) Schedule 13G/A?
The filing explains that two Intracoastal warrants cannot be exercised if doing so would push the holder’s beneficial ownership above 4.99% of Phio’s common stock. Because of these blockers, 149,298 and 759,298 potential shares are excluded from the reported 9.1% stake.
Does the Phio Pharmaceuticals (PHIO) Schedule 13G/A indicate an attempt to influence control?
The reporting persons certify the securities were not acquired and are not held to change or influence control of Phio Pharmaceuticals. They also state the holdings are not part of any transaction undertaken with that control-related purpose or effect, aside from limited nomination-related activities.
