Phio Pharmaceuticals Corp. 10-Q

ITEM 5. OTHER INFORMATION Insider Trading Arrangements 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. 27 Table of Contents ITEM 6. EXHIBITS EXHIBIT INDEX Exhibit Number Description Date 3.1   Amended and Restated Certificate of Incorporation of Phio Pharmaceuticals Corp. November 19, 2018 3.2   Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Phio Pharmaceuticals Corp.   January 14, 2020 3.3 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Phio Pharmaceuticals Corp. January 25, 2023 3.4 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Phio Pharmaceuticals Corp. July 2, 2024 3.5 Certificate of Designation of Series D Preferred Stock, dated November 16, 2022. November 16, 2022 3.6 Amended and Restated Bylaws of Phio Pharmaceuticals Corp. May 2, 2022 4.1 Form of Warrant. September 28, 2018 4.2 Form of Warrant. April 2, 2020 4.3 Form of Common Stock Warrant. January 25, 2021 4.4 Form of Placement Agent Warrant. February 17, 2021 28 Table of Contents 4.5 Form of Placement Agent Warrant. December 8, 2023 4.6 Form of Series C/D Warrant . July 12, 2024 4.7 Form of Placement Agent Warrant. July 12, 2024 4.8 Form of Placement Agent Warrant. December 20, 2024 4.9 Form of Placement Agent Warrant. December 26, 2024 4.10 Form of Placement Agent Warrant. January 14, 2025 4.11 Form of Placement Agent Warrant. January 15, 2025 4.12 Form of Placement Agent Warrant. January 17, 2025 4.13 Form of Series J/K Warrant July 30, 2025 4.14 Form of Placement Agent Warrant July 30, 2025 4.15 Form of Series A Warrant November 6, 2025 4.16 Form of Placement Agent Warrant* 10.1# Form of Inducement Letter Agreement dated November 3, 2025, by and between Phio Pharmaceuticals Corp. and the Holders* 10.2# Separation Agreement and General Release of Claims, dated August 11, 2025, by and between the Company and Robert Infarinato. August 14, 2025 31.1 Sarbanes-Oxley Act Section 302 Certification of Principal Executive Officer. * 31.2 Sarbanes-Oxley Act Section 302 Certification of Principal Financial Officer. * 32.1 Sarbanes-Oxley Act Section 906 Certification of Principal Executive Officer and Principal Financial Officer. ** 101.INS Inline XBRL Instance Document.* 101.SCH Inline XBRL Taxonomy Extension Schema Document.* 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.* 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.* 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.* 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.* 104 The cover page for this report, formatted in Inline XBRL (included in Exhibit 101).* * Filed herewith. ** Furnished herewith and not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section or incorporated by reference into any filing under the Securities Act or the Exchange Act. # Indicates a management contract or compensatory plan or arrangement. 29 Table of Contents 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 thereunto duly authorized on November 13, 2025. Phio Pharmaceuticals Corp. By: /s/ Robert J. Bitterman Robert J. Bitterman President and Chief Executive Officer (as Principal Executive Officer) By: /s/ Lisa Carson Lisa Carson Vice President, Finance & Administration (as Principal Financial Officer) 30