OTHER INFORMATION
−Removed: Departure of Directors or Certain Officers;
−Removed: Election of Directors;
−Removed: Appointment of Certain Officers;
−Removed: Compensatory Arrangements of Certain Officers
−Removed: Robert Infarinato’s employment as the Company’s
−Removed: Vice President of Strategic Development terminated on July 31, 2025 (the “ Termination Date ”).
−Removed: Infarinato previously
−Removed: served as the Company’s Chief Financial Officer from August 1, 2024 to June 6, 2025.
−Removed: In connection with his separation from the
−Removed: Company, the Company entered into a separation agreement with Mr.
−Removed: Infarinato on August 11th, 2025, which provided for (i) severance in
−Removed: the amount of twelve weeks of Mr.
−Removed: Infarinato’s base salary, which amounts to $60,000, (ii) payment of a lump sum of $40,000 on the
−Removed: first regularly scheduled payroll date following the Termination Date, and (iii) the continued vesting of all outstanding equity-based
−Removed: awards granted to Mr.
−Removed: Infarinato prior to the Termination Date (which amounts to 11,000 restricted stock units scheduled to vest on August
−Removed: 13, 2025 and September 11, 2025).
−Removed: In exchange for these benefits, Mr.
−Removed: Infarinato signed a release of claims against the Company and its
−Removed: affiliates and re-affirmed certain confidentiality, non-solicitation and post-departure cooperation covenants.
−Removed: The foregoing description
−Removed: of the separation agreement is qualified in its entirety by reference to the full text of the agreement, which is attached as Exhibit
−Removed: 10.3 to this Quarterly Report on Form 10-Q and is hereby incorporated herein by reference.
Insider Trading Arrangements
−Removed: During the three months ended
−Removed: June 30, 2025, no director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule
−Removed: 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.
+Added: During the three months ended September 30, 2025 , no director or officer of the Company adopted or terminated a Rule 10b5 - 1 trading arrangement or non-Rule 10b5 - 1 trading arrangement, as each term is defined in Item 408 (a) of Regulation S-K.
EXHIBIT INDEX
−Removed: Incorporated by Reference Herein
Amended and Restated Certificate of Incorporation of Phio Pharmaceuticals Corp.
−Removed: Current Report on Form 8-K (File No.
November 19, 2018
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Phio Pharmaceuticals Corp.
−Removed: Current Report on Form 8-K (File No.
January 14, 2020
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Phio Pharmaceuticals Corp.
−Removed: Current Report on Form 8-K (File No.
January 25, 2023
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Phio Pharmaceuticals Corp.
−Removed: Current Report on Form 8-K (File No.
Certificate of Designation of Series D Preferred Stock, dated November 16, 2022.
−Removed: Current Report on Form 8-K (File No.
November 16, 2022
Amended and Restated Bylaws of Phio Pharmaceuticals Corp.
−Removed: Current Report on Form 8-K (File No.
Form of Warrant.
−Removed: Amendment No.
−Removed: 1 to the Registration Statement on Form S-1 (File No.
September 28, 2018
Form of Warrant.
−Removed: Current Report on Form 8-K (File No.
−Removed: February 6, 2020
−Removed: Form of Warrant.
−Removed: Current Report on Form 8-K (File No.
April 2, 2020
Form of Common Stock Warrant.
−Removed: Current Report on Form 8-K (File No.
January 25, 2021
Form of Placement Agent Warrant.
−Removed: Current Report on Form 8-K (File No.
February 17, 2021
−Removed: Form of Series A Common Stock Warrant.
−Removed: Current Report on Form 8-K (File No.
−Removed: April 20, 2023
−Removed: Form of Series B Common Stock Warrant.
−Removed: Current Report on Form 8-K (File No.
−Removed: April 20, 2023
−Removed: Form of Existing Warrant Amendment.
−Removed: Current Report on Form 8-K (File No.
−Removed: April 20, 2023
−Removed: Form of Series A Common Stock Warrant.
−Removed: Current Report on Form 8-K (File No.
−Removed: Form of Series B Common Stock Warrant.
−Removed: Current Report on Form 8-K (File No.
−Removed: Form of Series A/B Warrant.
−Removed: Current Report on Form 8-K (File No.
−Removed: December 8, 2023
Form of Placement Agent Warrant.
−Removed: Current Report on Form 8-K (File No.
December 8, 2023
Form of Series C/D Warrant .
−Removed: Current Report on Form 8-K (File No.
July 12, 2024
Form of Placement Agent Warrant.
−Removed: Current Report on Form 8-K (File No.
July 12, 2024
−Removed: Form of Series E Common Stock Warrant.
−Removed: Current Report on Form 8-K (File No.
−Removed: December 20, 2024
Form of Placement Agent Warrant.
−Removed: Current Report on Form 8-K (File No.
December 20, 2024
−Removed: Form of Series F Common Stock Warrant.
−Removed: Current Report on Form 8-K (File No.
−Removed: December 26, 2024
Form of Placement Agent Warrant.
−Removed: Current Report on Form 8-K (File No.
December 26, 2024
−Removed: Form of Series G Common Stock Warrant.
−Removed: Current Report on Form 8-K (File No.
−Removed: January 14, 2025
Form of Placement Agent Warrant.
−Removed: Current Report on Form 8-K (File No.
January 14, 2025
−Removed: Form of Series H Common Stock Warrant.
−Removed: Current Report on Form 8-K (File No.
−Removed: January 15, 2025
Form of Placement Agent Warrant.
−Removed: Current Report on Form 8-K (File No.
January 15, 2025
−Removed: Form of Series I Common Stock Warrant.
−Removed: Current Report on Form 8-K (File No.
−Removed: January 17, 2025
Form of Placement Agent Warrant.
−Removed: Current Report on Form 8-K (File No.
January 17, 2025
−Removed: Offer Letter, executed April 21, 2025 by and between the Company and Lisa Carson.
−Removed: Current Report on Form 8-K (File No.
−Removed: June 12, 2025
−Removed: Form of Indemnification Agreement.
+Added: Form of Series J/K Warrant
+Added: July 30, 2025
+Added: Form of Placement Agent Warrant
+Added: July 30, 2025
+Added: Form of Series A Warrant
+Added: November 6, 2025
+Added: Form of Placement Agent Warrant*
+Added: Form of Inducement Letter Agreement dated November 3, 2025, by and between Phio Pharmaceuticals Corp.
+Added: and the Holders*
Separation Agreement and General Release of Claims, dated August 11, 2025, by and between the Company and Robert Infarinato.
−Removed: Sarbanes-Oxley Act Section 302 Certification
−Removed: of Principal Executive Officer.
−Removed: Sarbanes-Oxley Act Section 302 Certification
−Removed: of Principal Financial Officer.
−Removed: Sarbanes-Oxley Act Section 906 Certification
−Removed: of Principal Executive Officer and Principal Financial Officer.
+Added: August 14, 2025
+Added: Sarbanes-Oxley Act Section 302 Certification of Principal Executive Officer.
+Added: Sarbanes-Oxley Act Section 302 Certification of Principal Financial Officer.
+Added: Sarbanes-Oxley Act Section 906 Certification of Principal Executive Officer and Principal Financial Officer.
Inline XBRL Instance Document.*
5 unchanged sentences
The cover page for this report, formatted in Inline XBRL (included in Exhibit 101).*
−Removed: _________________
Filed herewith.
1 unchanged sentence
Indicates a management contract or compensatory plan or arrangement.
−Removed: Pursuant to the requirements of the Securities
−Removed: Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized
−Removed: on August 14, 2025.
+Added: 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 thereunto duly authorized on November 13, 2025.
Phio Pharmaceuticals Corp.
6 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.