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Item 9A. Controls and Procedures

2026-03-05 compared with 2025-03-31 · 414 added, 562 removed, 293 unchanged (77% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Principal

Executive Officer and our Principal Financial Officer, evaluated the effectiveness of disclosure controls and procedures (as defined in

Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) as of the

end of the period covered by this report to ensure that information that we are required to disclose in reports that we file or submit

under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange

Commission’s rules and forms.

Our disclosure controls and procedures are designed

to provide reasonable assurance of achieving their objectives.

We believe that a control system, no matter how well designed and operated,

cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute

assurance that all control issues and instances of fraud, if any, within a company have been detected.

Based on the evaluation of our

disclosure controls and procedures as of the end of the period covered by this report, management, with the participation of our Principal

Executive Officer and our Principal Financial Officer, concluded that our disclosure controls and procedures were effective at the reasonable

assurance level as of such date.

Management’s Annual Report on Internal Control Over Financial

Our management is responsible for establishing and

maintaining adequate internal control over financial reporting.

A company’s internal control over financial reporting is a process

designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements

for external purposes in accordance with generally accepted accounting principles.

There are inherent limitations in the effectiveness

of any system of internal control, including the possibility of human error and the circumvention or overriding of controls.

even effective internal controls can provide only reasonable assurances with respect to financial statement preparation.

Further, because

of changes in conditions, the effectiveness of internal control may vary over time.

Our management assessed the effectiveness of our internal

control over financial reporting as of December 31, 2024.

In making this assessment, management used the criteria set forth in Internal

Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Based on this assessment, management, with the participation of our Principal Executive Officer and our Principal Financial Officer, concluded

that, as of December 31, 2024, our internal control over financial reporting was effective.

Our management, with the participation of our Principal Executive Officer and our Principal Financial Officer, evaluated the effectiveness of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) as of the end of the period covered by this report to ensure that information that we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives.

We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Based on the evaluation of our disclosure controls and procedures as of the end of the period covered by this report, management, with the participation of our Principal Executive Officer and our Principal Financial Officer, concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of such date.

Management ’ s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

There are inherent limitations in the effectiveness of any system of internal control, including the possibility of human error and the circumvention or overriding of controls.

Accordingly, even effective internal controls can provide only reasonable assurances with respect to financial statement preparation.

Further, because of changes in conditions, the effectiveness of internal control may vary over time.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025.

In making this assessment, management used the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Based on this assessment, management, with the participation of our Principal Executive Officer and our Principal Financial Officer, concluded that, as of December 31, 2025, our internal control over financial reporting was effective.

Attestation Report of the Registered Public Accounting Firm

This Annual Report on Form 10-K provides only management’s

As a smaller reporting company, we are not required to provide an attestation report by our independent registered public accounting

firm regarding our internal control over financial reporting.

This Annual Report on Form 10-K provides only management’s report.

As a smaller reporting company, we are not required to provide an attestation report by our independent registered public accounting firm regarding our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control

over financial reporting that occurred during the quarter ended December 31, 2024 that have materially affected, or are reasonably

likely to materially affect, our internal control over financial reporting.

There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

Trading Plans

During the three months ended December 31, 2024, 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.

Employment Agreement Amendment

On March 25, 2025, we and Robert Bitterman entered

into an amendment (the “Amendment”) to the existing employment agreement with Mr.

Bitterman, dated February 20, 2023 (the

“Existing Employment Agreement”).

The Amendment amends the severance provision in the Existing Employment Agreement to provide

that, in addition to the (3) months of continued payment of Mr.

Bitterman’s then-current base salary that Mr.

Bitterman is entitled

to under the Existing Employment Agreement in certain circumstances then, in such cases, he shall also be entitled to an additional one

(1) month of continued payment of his then-current base salary for each completed year of service with the Company, not to exceed a total

severance of six (6) months.

Except as set forth in the Amendment, all other terms and conditions of the Existing Employment Agreement

remain in full force and effect, and descriptions of such terms and conditions are included within Exhibit 10.1 of the Company’s

Quarterly Report on Form 10-Q filed on May 11, 2023, which is incorporated herein by reference.

The description of the Amendment is a

summary only, and is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 10.30 and incorporated

herein by reference.

During the three months ended December 31, 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.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Set forth below are the present directors and executive

officers of the Company as of March 20, 2025.

There are no arrangements or understandings between any of the directors, officers and

other persons pursuant to which such person was selected as a director or officer.

Name and Year First Became a Director

(if applicable)

Set forth below are the present directors and executive officers of the Company as of March 5, 2026.

There are no arrangements or understandings between any of the directors, officers and other persons pursuant to which such person was selected as a director or officer, and there are no family relationships between any director, executive officer or person nominated or chosen by the Company to become a director or executive officer.

Nominee / Director Name

Position(s) with the Company

Bitterman (2012)

President, Chief Executive Officer and Chairman of the Board of Directors

Vice President, Chief Financial Officer

Bradford (2022)

Ferrara (2019)

Year First Became a Director (if applicable)

President, Chief Executive Officer and Chair of the Board of Directors

Chief Financial Officer

Freeman, Ph.D.

Lockshin, Ph.D.

Deming (2025)

Bitterman has served as a member and

the Chair of the Board since 2012 and as our President and Chief Executive Officer since February 2023.

Bitterman served as the Interim

Executive Chair of the Company from September 2022 to February 2023 until his appointment as President and Chief Executive Officer.

Bitterman served as the President and Chief Executive Officer of Cutanea Life Sciences, Inc., a private company he founded in 2005 that

focused on developing innovative technologies to treat diseases and disorders of the skin and subcutaneous tissue, until its acquisition

by Biofrontera, Inc., USA in March 2019.

Bitterman has served as a member and the Chair of the Board since 2012 and as our President and Chief Executive Officer since February 2023.

Bitterman served as the Interim Executive Chair of the Company from September 2022 to February 2023 until his appointment as President and Chief Executive Officer.

Bitterman served as the President and Chief Executive Officer of Cutanea Life Sciences, Inc., a private company he founded in 2005 that focused on developing innovative technologies to treat diseases and disorders of the skin and subcutaneous tissue, until its acquisition by Biofrontera, Inc., USA in March 2019.

Since leaving Cutanea, Mr.

Bitterman was retired until commencing the Interim Executive Chair

role with the Company in September 2022.

Bitterman was retired until commencing the Interim Executive Chair role with the Company in September 2022.

Prior to his role at Cutanea Life Sciences, Inc., Mr.

Bitterman also held the position of President

and Chief Executive Officer of Isolagen, Inc., President and General Manager of Dermik Laboratories and various positions of increasing

responsibility in financial and commercial capacities within Aventis S.A.

Bitterman also held the position of President and Chief Executive Officer of Isolagen, Inc., President and General Manager of Dermik Laboratories and various positions of increasing responsibility in financial and commercial capacities within Aventis S.A.

Bitterman holds an A.B.

degree in Economics from The College

of the Holy Cross and a Master of Business Administration degree from Boston University.

He also holds a Doctor of Humane Letters (Honoris

Causa) from the New York College of Podiatric Medicine.

Infarinato, CPA, JD joined Phio

as our Vice President and Chief Financial Officer in August 2024.

From 2001 until this appointment, he served as a Principal at International

Business Consulting, He held various CFO and Vice President roles at companies such as Rosenbluth International, Rhone-Poulenc Rorer,

Rorer Group (Corporate Controller), Serono, and Revlon.

He also served as the European treasurer and tax manager for Pfizer from 1975

Additionally, he served as Chair of the Board of Trustees for Abington Health System from 2010 until 2013.

He currently is registered/licensed

as an Attorney at Law and a Certified Public Accountant.

He was a Board Leadership Fellow for the National Association of Corporate Directors

Infarinato holds a JD from Fordham University School of Law and a Bachelor of Science in Accounting from Syracuse University.

Bradford has served as a member

of the Board since 2022.

Bradford served as Senior Vice President Global Human Resources at Unisys Corporation, a global information

technology solutions company, where her total service at Unisys spanned from 1982 until her retirement in 2013.

In her role at Unisys,

Bradford strategically led all global human resource programs and initiatives, including talent management, at multiple levels of

the organization.

Bradford’s roles at Unisys progressively included all areas of human resources, including an overseas assignment

at the Unisys European headquarters where she provided human resources leadership to the region.

degree in Economics from The College of the Holy Cross and a Master of Business Administration degree from Boston University.

He also holds a Doctor of Humane Letters (Honoris Causa) from the New York College of Podiatric Medicine.

Carson has served as our Vice President Finance and Administration since May 2025, and as our Chief Financial Officer since February 2026.

Prior to joining the Company, Ms.

Carson served as Vice President and Controller at Prelude Therapeutics, a publicly traded clinical-stage precision oncology company developing innovative cancer therapies from February 2020 until November 2024.

In this role, she played a key leadership role in guiding the company through its initial public offering, establishing public-company infrastructure, and implementing financial controls and SOX-related processes.

Carson also held key leadership roles at TELA Bio Inc.

and PhaseBio Pharmaceuticals, assuming positions of increasing responsibility with oversight of financial operations and strategic growth initiatives.

At Tela Bio, she was instrumental in supporting the company's transition into commercial operations of its first product, building the financial infrastructure required for commercialization, and leading the implementation of the company's financial systems to support scalable growth.

Carson received a B.S.

in Accounting from West Chester University.

Bradford has served as a member of the Board since 2022.

Bradford served as Senior Vice President Global Human Resources at Unisys Corporation, a global information technology solutions company, where her total service at Unisys spanned from 1982 until her retirement in 2014.

In her role at Unisys, Ms.

Bradford strategically led all global human resource programs and initiatives, including talent management, at multiple levels of the organization overseeing an HR team of 200+ in 42 countries.

Bradford’s roles at Unisys progressively included all areas of human resources, including an overseas assignment at the Unisys European headquarters where she provided human resources leadership to the region.

She as well participated as a member of the Unisys US Pension Investment Committee, which reviewed the investment portfolio and appropriate investment strategies quarterly.

Prior to Unisys, Ms.

Bradford was employed

by Deloitte, an audit, consulting, tax, and advisory services firm, from 1978 to 1982.

Bradford was employed by Deloitte, an audit, consulting, tax, and advisory services firm, from 1977 to 1982.

There, she was responsible for preparing cash flow reports, balance sheets and income statements as well as specializing in Expatriate tax returns.

Since 2014, Ms.

Bradford has maintained a consulting

practice focused on individual coaching for senior executives and high potential employees recommended by management.

Bradford received

degree with an emphasis on accounting and statistics from Walsh College and is a Certified Public Accountant.

Ferrara has served as a member of

the Board since 2019 and currently serves as our Lead Independent Director.

He most recently served as the Chief Financial Officer of

Cutanea Life Sciences, Inc., a private company focused on developing innovative technologies to treat diseases and disorders of the skin

and subcutaneous tissue, from January 2012 to his retirement in June 2019.

Prior to Cutanea, Mr.

Ferrara served as the Chief Financial

Officer of Storeroom Solutions Inc., a venture capital financed, technology enhanced, integrated supply chain solutions company, from

2004 to 2011, and NER Data Products, Inc., an IT service management company, from 2000 to 2003, as well as holding other senior level

financial positions in national and international public companies in the greater Philadelphia area.

Ferrara received a B.S.

in Accounting

from Lehigh University and is a Certified Public Accountant.

Bradford has maintained a consulting practice focused on individual coaching for senior executives and high potential employees recommended by management.

Bradford received a B.S.

degree with an emphasis in accounting and statistics from Walsh College and is a Certified Public Accountant.

Freeman, Ph.D.

has served as a member

of the Board since 2017.

Freeman currently serves as the Chief Operating Officer of Anthos Therapeutics Inc., a clinical-stage biopharmaceutical

company developing therapies for cardiovascular patients, a position he has held since July 2021.

Anthos Therapeutics Inc.

by Novartis and Blackstone Life Sciences, a private investment firm, where Dr.

Freeman has also served as a Senior Advisor since July

has served as a member of the Board since 2017.

Freeman currently serves as the Chief Business Officer of ARTBIO, a clinical-stage private biopharmaceutical company developing radio-ligand therapies for oncology, a role he has held since January 2026.

Previously, Dr.

Freeman was founder and COO of Anthos Therapeutics, Inc.

from 2018 until its acquisition by Novartis in 2025.

From 2017 to June 2018, Dr.

Freeman held the position of Chief Business Officer of Vedanta Biosciences, a clinical-stage company

developing therapies for immune-mediated diseases.

Freeman held the position of Chief Business Officer of Vedanta Biosciences, a clinical-stage company developing therapies for immune-mediated diseases.

Prior to his role with Vedanta Biosciences, Dr.

Freeman was the Senior Vice President

of Strategy and Portfolio Management and Head of Business Development and Licensing at Merck KGaA, a leading science and technology company,

from 2008 to 2016.

Freeman was the Senior Vice President of Strategy and Portfolio Management and Head of Business Development and Licensing at Merck KGaA, a leading science and technology company, from 2008 to 2016.

Freeman received a Ph.D.

in Molecular Pharmacology and Drug Metabolism from the Imperial Cancer Research Fund (now

CRUK), an M.A.

and First Class Honours in Biochemistry from Cambridge University and a MBA with a finance major from Webster University,

in Molecular Pharmacology and Drug Metabolism from the Imperial Cancer Research Fund (now CRUK), an M.A.

and First Class Honours in Biochemistry from Cambridge University and a MBA with a finance major from Webster University, St.

Lockshin, Ph.D.

has served as a member

of the Board since 2013.

Lockshin currently serves as the Chief Scientific Officer of Xenetic Biosciences, Inc., a biopharmaceutical

company focused on the development of novel oncology therapeutics, a position he has held since January 2017.

Prior to this appointment,

has served as a member of the Board since 2013.

Lockshin is currently an independent consultant.

Previously, Dr.

Lockshin served as the Chief Scientific Officer of Xenetic Biosciences, Inc., a biopharmaceutical company focused on the development of novel oncology therapeutics, from January 2017 to May 2024.

Prior to this appointment, Dr.

Lockshin served as Xenetic Biosciences, Inc.’s Vice President of Research and Operations from March 2014 to January 2017.

July 2016 to December 2016, Dr.

Lockshin served as Chief Technical Officer of VBI Vaccines, Inc., a company developing vaccines in infectious

disease and immuno-oncology.

VBI Vaccines, Inc.

merged with SciVac Therapeutics, Inc.

and its subsidiary SciVac, Ltd., a commercial-stage

biologics and vaccine company, in July 2016 where Dr.

Lockshin had served as its Chief Executive Officer and director since September

From July 2016 to December 2016, Dr.

Lockshin served as Chief Technical Officer of VBI Vaccines, Inc., a company developing vaccines in infectious disease and immuno-oncology.

In July 2016, VBI Vaccines, Inc.

had merged with SciVac Therapeutics, Inc.

and its subsidiary SciVac, Ltd., a commercial-stage biologics and vaccine company, where Dr.

Lockshin had served as Chief Executive Officer and director since September 2014.

Since 2004, Dr.

Lockshin has served as a Director of the Ruth K.

Broad Biomedical Research Foundation, a Duke University Support

Broad Biomedical Research Foundation, a Duke University Support Corporation.

Since May 2013, Dr.

Lockshin has also served as President and Chief Executive Officer of Guardum Pharmaceuticals, LLC, a

private pharmaceutical company.

Lockshin has also served as President and Chief Executive Officer of Guardum Pharmaceuticals, LLC, a private pharmaceutical company.

Lockshin holds a S.B.

degree in Life Sciences and a Ph.D.

in Biological Chemistry from the Massachusetts

Institute of Technology.

Deming has served as a member of the

Board since February 2025.

Deming currently serves as the President and CEO of Barramundi Capital LLC (formerly Parker Street Securities),

a broker-dealer for private placements of private securities, a position he has held since April 2023.

Deming has also been a Senior

Advisor at ID Fund Advisors LLC, a registered investment adviser, since June 2018.

in Biological Chemistry from the Massachusetts Institute of Technology.

Deming has served as a member of the Board since February 2025 and currently serves as our Lead Independent Director.

Deming currently serves as the President and CEO of Barramundi Capital LLC (formerly Parker Street Securities), a broker-dealer for private placements of private securities, a position he has held since April 2023.

Deming has also been a Senior Advisor at ID Fund Advisors LLC, a registered investment adviser, since June 2018.

From April 2013 to February 2018, Mr.

Deming served

as Managing Partner of TAG Healthcare Advisors, where he advised healthcare companies on business and financial strategies.

currently serves on the board of directors of Better For You Wellness, Inc.

Deming served as Managing Partner of TAG Healthcare Advisors, where he advised healthcare companies on business and financial strategies.

Deming currently serves on the board of directors of Better For You Wellness, Inc.

BFYW), where he is a member of the audit committee.

Deming began his career at J.P.

Morgan in 1976 and was a Managing Director in charge of the Global Healthcare Investment Banking Group

from 1991 to 2003.

Morgan in 1976 and was a Managing Director in charge of the Global Healthcare Investment Banking Group from 1991 to 2003.

Deming received a B.A.

in Economics from Hobart College.

As of the date of this Annual Report on Form 10-K,

we have two executive officers, Robert Bitterman, who serves as our President and Chief Executive Officer, and Robert Infarinato, who

serves as our Vice President and Chief Financial Officer.

The size of the Board of Directors (the “ Board ”) is currently

set at six directors.

As of the date of this Annual Report on Form 10-K, we have two executive officers, Robert Bitterman, who serves as our President and Chief Executive Officer, and Lisa Carson, who serves as our Chief Financial Officer.

The size of the Board of Directors (the “ Board ”) is currently set at five directors.

Audit Committee

We have a separately-designated standing audit committee

established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).

Audit Committee of the Board (the “ Audit Committee ”) is comprised of Mr.

Ferrara (Chairman), Ms.

We have a standing audit committee established in accordance with Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) and Rule 5605(c) of the Nasdaq Stock Market.

The Audit Committee of the Board (the “ Audit Committee ”) is comprised of Mr.

Deming (Chairman), Ms.

Bradford and Dr.

The Board has determined that all members of the Audit Committee satisfy the current independence and experience requirements of Rule

10A-3 of the Exchange Act and the current Nasdaq independence standards, and Mr.

Ferrara is an “audit committee financial expert,”

as the Securities and Exchange Commission (the “ SEC ”) has defined that term in Item 407 of Regulation S-K.

Code of Business Conduct and Ethics

We have adopted

a Code of Business Conduct and Ethics that applies to all employees, officers and directors.

Our Code of Business Conduct and Ethics,

as well as other corporate governance materials, is located on our website at www.phiopharma.com .

Waivers of our Code of Business Conduct and Ethics may only be granted by the Board.

We intend to disclose on our website any amendments

to, or waivers from, the Code of Business Conduct and Ethics that are required to be disclosed pursuant to the disclosure requirements

of Item 5.05 of Form 8-K within four business days following the date of such amendment or waiver.

The Board has determined that all members of the Audit Committee satisfy the current independence and experience requirements of Rule 10A-3 of the Exchange Act and the current Nasdaq independence standards, and Mr.

Deming is an “audit committee financial expert,” as the Securities and Exchange Commission (the “ SEC ”) has defined that term in Item 407 of Regulation S-K.

Corporate Code of Ethics and Conduct

We have adopted a Corporate Code of Ethics and Conduct that applies to all employees, officers and directors.

Our Corporate Code of Ethics and Conduct, as well as other corporate governance materials, is located on our website at www.phiopharma.com .

Waivers of our Corporate Code of Ethics and Conduct may only be granted by the Board.

We intend to disclose on our website any amendments to, or waivers from, the Code of Business Conduct and Ethics that are required to be disclosed pursuant to the disclosure requirements of Item 5.05 of Form 8-K within four business days following the date of such amendment or waiver.

Insider Trading Arrangements and Policies

We are committed

to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations.

As part of this commitment,

we have adopted an insider trading policy (the “ Insider Trading Policy ”) governing the purchase, sale, and/or other

dispositions of our securities by our directors, officers, employees and designated contractors, as well as by Phio Pharmaceuticals Corp.

itself, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange

listing standards applicable to us.

A copy of the Insider Trading Policy is filed as Exhibit 19.1 to this Form 10-K.

We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations.

As part of this commitment, we have adopted an insider trading policy (the “ Insider Trading Policy ”) governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees and designated contractors, as well as by Phio Pharmaceuticals Corp.

itself, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us.

EXECUTIVE COMPENSATION

The following describes the compensation earned by

each of the executive officers identified below in the Summary Compensation Table, who are referred to collectively as our “named

executive officers” or NEOs.

The following describes the compensation earned by each of the executive officers identified below in the Summary Compensation Table, who are referred to collectively as our “named executive officers” or NEOs.

Our NEOs with respect to the fiscal year that ended on December 31, 2025 are Robert J.

Bitterman and

Bitterman, Lisa C.

Carson and Robert M.

Summary Compensation Table

Name and principal position

incentive plan

Stock awards ($) (1)

Non-equity incentive plan compensation ($)

All other compensation ($) (2)

Bitterman (3)

President and Chief Executive Officer

Chief Financial Officer

Infarinato (5)

3 unchanged sentences

Represents amounts for the dollar value of life insurance premiums paid.

For 2025, "All other compensation" for Mr.

Infarinato includes a severance payment of $60,000.

Bitterman has served as a member of the Company’s Board of Directors since 2012 and served as the Company’s Interim Executive Chairman from September 2022 to February 2023 and was appointed as our President and Chief Executive Officer in February 2023.

2 unchanged sentences

Effective as of October 16, 2023, Mr.

Bitterman voluntarily reduced his base salary by $100,000.

Infarinato was appointed Vice President and Chief Financial Officer effective August 1, 2024.

Bitterman voluntarily reduced his base salary by $100,000 which was restored to $440,000 in April 2025.

Carson has served as our Vice President, Finance and Administration since May 12, 2025 and was appointed Chief Financial Officer in February 2026.

Infarinato was appointed Vice President and Chief Financial Officer effective August 1, 2024 and separated from the Company on July 31, 2025.

The amount shown in the Bonus column for 2025 represents a one-time lump-sum cash payment made to Mr.

Infarinato pursuant to his Separation Agreement and General Release of Claims entered into with the Company, effective July 31, 2025 (the “Severance Agreement”).

See “Employment and Change of Control Agreements – Robert M.

Infarinato” below for more information.

Outstanding Equity Awards at Fiscal Year-End

The following table shows information regarding outstanding equity awards

as of December 31, 2024 for our NEOs:

The following table shows information regarding outstanding equity awards as of December 31, 2025 for our NEOs:

Option Awards

Unexercisable

Market Value of Shares or

Market Value of

Number of Securities Underlying Unexercised Options (#) Exercisable (2)

Number of Securities Underlying Unexercised Options (#) Unexercisable

Option Exercise Price ($)

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested (#) (2)(3)

Market Value of Shares or Units of Stock That Have Not Vested ($)(1)

Bitterman (2)

Infarinato (3)

Value is based on the closing price of $1.05 of Common Stock on December 31, 2025.

The equity awards granted to Mr.

Bitterman on June 2, 2014, June 1, 2015, February 10, 2016, and February 1, 2017 vested in one installment on the first anniversary of the grant date.

Bitterman on February 10, 2016 and February 1, 2017 vested in full in one installment on the first anniversary of each grant date.

The equity award granted to Mr.

Bitterman on September 11, 2025 will vest in full on the first anniversary of the grant date.

The equity awards granted to Mr.

Infarinato on August 13, 2024 and September 11, 2024 will each vest on the first anniversary of the respective grant date.

When reviewing and approving our executive compensation

arrangements, including the base salaries paid to our executive officers, the Compensation Committee of the Board (the “ Compensation

Committee ”) considers a number of factors, including, but not limited to:

the performance of the executive officer to the Company’s

overall performance, the performance of the executive officer against the Company’s corporate objectives, the executive officer’s

skills, experience and qualifications in such executive officer’s role, review of compensation surveys of base salaries paid by

comparable organizations and market compensation data.

These factors provide the framework for decisions regarding the base salary compensation

for each executive officer.

No single factor is determinative in setting base salary levels, nor was the impact of any factor on the determination

of pay levels quantifiable.

The equity award granted to Ms.

Carson on September 11, 2025 will vest in full on the first anniversary of the grant date.

When reviewing and approving our executive compensation arrangements, including the base salaries paid to our executive officers, the Compensation Committee of the Board (the “ Compensation Committee ”) considers a number of factors, including, but not limited to:

the performance of the executive officer to the Company’s overall performance, the performance of the executive officer against the Company’s corporate objectives, the executive officer’s skills, experience and qualifications in such executive officer’s role, review of compensation surveys of base salaries paid by comparable organizations and market compensation data.

These factors provide the framework for decisions regarding the base salary compensation for each executive officer.

No single factor is determinative in setting base salary levels, nor was the impact of any factor on the determination of pay levels quantifiable.

Incentive Compensation

Annual Incentive Bonus

Annual bonuses are based on the achievement of corporate

goals typically comprised of a mix of clinical development, discovery, financial, business development, and investor relations related

performance objectives.

Annual Incentive Program

(Non-Equity Incentive Plan Compensation)

Annual bonuses are based on the achievement of corporate goals typically comprised of a mix of clinical development, financial, business development, and investor relations related performance objectives.

The corporate goals are approved by the Board on an annual basis at the start of each year.

Annual bonuses for

all employees, including executive officers, take into account the achievement of specified business objectives and individual performance

objectives, with the exception of the Company's President and Chief Executive Officer, whose annual bonus is determined solely by the

achievement of business objectives.

The Compensation Committee reviews our achievements against these corporate goals and their assessment

of the goals and recommendations regarding funding is presented to our full Board for approval.

The Compensation Committee maintains full

discretion in determining overall performance under the annual bonus and may adjust bonus payouts based on factors it deems relevant.

Neither of our NEOs received any annual incentive bonus payments in 2024 or 2023.

Annual bonuses for all employees, including executive officers, take into account the achievement of specified business objectives.

The Compensation Committee reviews our achievements against these corporate goals and their assessment of the goals and recommendations regarding funding is presented to our full Board for approval.

The Compensation Committee retains full discretion to evaluate overall performance under the annual incentive program and may adjust bonus payouts based on factors it deems appropriate.

Our NEOs did not receive an annual incentive bonus payment for 2024 due to the Company's cash position, not because corporate goals were unmet.

The 2025 bonuses were paid in February 2026 and are included in the 2025 “Non-equity Incentive Plan Compensation” column of the Summary Compensation Table above for Mr.

Bitterman and Ms.

The 2025 bonus payment was based on achievement of formal corporate objectives.

Equity Incentive

We maintain the Phio Pharmaceuticals Corp.

Term Incentive Plan (the “ 2020 Plan ”) pursuant to which we currently grant RSU awards to eligible participants.

of restricted stock units under this plan to our NEOs are disclosed in the Summary Compensation and Outstanding Equity Awards at Fiscal

Year-End tables above.

The Compensation Committee last granted a stock option

in October 2023.

2020 Long Term Incentive Plan (the “ 2020 Plan ”) pursuant to which we currently grant RSU awards to eligible participants.

In September 2025, Mr.

Bitterman and Ms.

Carson were each granted an award of RSUs subject to time-based vesting conditions.

Bitterman received 250,000 RSUs, and Ms.

Carson received 47,000 RSUs.

The RSUs are scheduled to vest in full on the first anniversary of their grant date.

The Compensation Committee last granted a stock option in October 2023.

We have no program, practice or plan to grant stock options in coordination with the release of material nonpublic information.

We also have no t timed the release of material nonpublic information for the purpose of affecting the value of stock options or other

compensation, and we have no plan to do so.

These considerations are not applicable to RSUs or other types of equity awards that do not

include an exercise price related to the market price of our stock on the date of grant.

We also have not timed the release of material nonpublic information for the purpose of affecting the value of stock options or other compensation, and we have no plan to do so.

These considerations are not applicable to RSUs or other types of equity awards that do not include an exercise price related to the market price of our stock on the date of grant.

Employment and Change of Control Agreements

The following provides description of the employment

agreements that are currently in effect for our NEOs:

Bitterman was appointed President and Chief Executive

Officer and entered into an employment agreement, dated February 20, 2023, pursuant to which he was entitled to an initial annual base

salary of $440,000 and is eligible to receive an annual bonus of up to 40% of his annual base salary, based on the achievement of certain

performance goals established annually by the Board.

In connection with his appointment, the Company granted Mr.

Bitterman RSUs settleable

for 11,000 shares of Common Stock under the Company's 2020 Plan.

The RSUs vested in two equal annual installments, commencing on the first

anniversary of the date of grant.

The following provides description of the employment agreements that are currently in effect for our NEOs:

Bitterman was appointed President and Chief Executive Officer and entered into an employment agreement, dated February 20, 2023, pursuant to which he was entitled to an initial annual base salary of $440,000 and is eligible to receive an annual bonus of up to 40% of his annual base salary, based on the achievement of certain performance goals established annually by the Board.

Effective as of October 16, 2023, Mr.

Bitterman voluntarily reduced his base salary by $100,000.

Bitterman’s employment

is terminated by the Company due to death or disability, the Company shall pay to Mr.

Bitterman or to his estate, as applicable, any earned,

but unpaid, base salary and any amounts owed to Mr.

Bitterman for reimbursement of expenses properly incurred which are reimbursable,

in each case as earned or incurred, as applicable through the date of termination (the “ Accrued Benefits ”), as well

as pay any accrued but unpaid bonus then due to Mr.

Bitterman and all equity awards that have been granted will immediately vest on a

pro-rata basis.

Bitterman voluntarily reduced his base salary by $100,000, and his base salary was restored to $440,000 in April 2025.

On February 17, 2026, the Company and Mr.

Bitterman entered into an amendment to his employment agreement that increased his target annual bonus opportunity from 40% to 50% of his annual base salary and increased his severance in the event of a termination by the Company without “cause” or by Mr.

Bitterman for “good reason” (each as defined in the employment agreement) to twelve months of base salary.

All other terms of his employment agreement, as amended, remain unchanged.

Under his employment agreement, if Mr.

Bitterman’s employment is terminated by the Company due to death or disability, the Company shall pay to Mr.

Bitterman or to his estate, as applicable, any earned, but unpaid, base salary and any amounts owed to Mr.

Bitterman for reimbursement of expenses properly incurred which are reimbursable, in each case as earned or incurred, as applicable through the date of termination (the “ Accrued Benefits ”), as well as pay any accrued but unpaid bonus then due to Mr.

Bitterman and all equity awards that have been granted will immediately vest on a pro-rata basis.

Bitterman’s employment is terminated by the Board for cause or by Mr.

Bitterman without good reason, the

Company shall pay to Mr.

Bitterman without good reason, the Company shall pay to Mr.

Bitterman the Accrued Benefits through the date of termination.

Bitterman’s employment is terminated

Bitterman for good reason or by the Company other than as a result of death or disability and other than for cause, then the Company

shall pay to Mr.

Bitterman’s employment is terminated by Mr.

Bitterman for good reason or by the Company other than as a result of death or disability and other than for cause, then the Company shall pay to Mr.

Bitterman the Accrued Benefits through the date of termination, continue to pay Mr.

Bitterman his base salary for three

months from the date of separation, pay any accrued but unpaid bonus and if, and only if, such termination occurs within one year of a

change in control all equity awards that have been granted but are not exercisable at the time of such termination shall immediately become

exercisable in full.

Bitterman is eligible

to participate in the Company’s 2020 Plan and other benefits available to the Company’s executive officers.

Infarinato was appointed

Vice President and Chief Financial Officer and entered into an offer letter and employment agreement, effective August 1, 2024, pursuant

to which he is entitled to an initial annual base salary of $180,000 and is eligible to receive an annual bonus of up to 30% of his annual

base salary, based on the achievement of certain performance goals established annually by the Board.

In connection with his appointment,

the Company granted Mr.

Bitterman his base salary for twelve months from the date of separation, pay any accrued but unpaid bonus and if, and only if, such termination occurs within one year of a change in control all equity awards that have been granted but are not exercisable at the time of such termination shall immediately become exercisable in full.

Bitterman is eligible to participate in the Company’s 2020 Plan and other benefits available to the Company’s executive officers.

Carson was appointed Chief Financial Officer on February 1, 2026.

Carson was previously appointed Vice President Finance and Administration and entered into an offer letter and employment agreement, effective May 12, 2025, pursuant to which she was entitled to an initial annual base salary of $290,000 and was eligible to receive an annual bonus of up to 30% of her annual base salary, based on the achievement of certain performance goals established annually by the Board.

Upon her appointment as Chief Financial Officer, her annual base salary was increased to $325,000 and she is now eligible to receive an annual bonus of up to 35% of her annual based salary, based on the achievement of certain performance goals established annually by the Board.

In connection with her appointment as Vice President Finance and Administration, the Company granted Ms.

Carson RSUs settleable for 47,000 shares of Common Stock under the 2020 Plan.

The RSUs vest in full on the first anniversary of the grant date, subject to Ms.

Carson's continuous service with us through such vesting date.

Carson’s employment is at-will, which means that we or Ms.

Carson may terminate her employment with us at any time, with or without notice or cause.

Carson is eligible to participate in the Company’s 2020 Plan and other benefits available to the Company’s executive officers.

Infarinato was appointed Vice President and Chief Financial Officer and entered into an offer letter and employment agreement, effective August 1, 2024, pursuant to which he was entitled to an initial annual base salary of $180,000 and was eligible to receive an annual bonus of up to 30% of his annual base salary, based on the achievement of certain performance goals established annually by the Board.

In connection with his appointment, the Company granted Mr.

Infarinato RSUs settleable for 8,000 shares of Common Stock under the 2020 Plan.

The RSUs vest in equal annual

installments over three years, commencing on the first anniversary of the grant date, subject to Mr.

Infarinato’s continuous service

with us through each such vesting date.

Infarinato’s employment

is at-will, which means that we or Mr.

Infarinato may terminate his employment with us at any time, with or without notice or cause.

Infarinato is eligible

to participate in the Company’s 2020 Plan and other benefits available to the Company’s executive officers.

The RSUs were scheduled to vest in equal annual installments over three years, commencing on the first anniversary of the grant date, subject to Mr.

Infarinato’s continuous service with us through each such vesting date.

Effective July 31, 2025, the Company and Mr.

Infarinato entered into the Severance Agreement, which provided for a severance payment equal to 12 weeks of base salary (equal to $60,000), a lump‑sum payment of $40,000, and continued vesting of 11,000 RSUs in accordance with their vesting terms, in exchange for a release of claims against the Company and its affiliates and the re-affirmation of certain confidentiality, non-solicitation and post-departure cooperation covenants on the part of Mr.

Pay versus Performance

As required by Section 953(a) of the Dodd-Frank Wall

Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship

between the SEC-defined Compensation Actually Paid (“ CAP ”) to our NEOs and certain of our financial performance metrics

during the fiscal years listed below.

The SEC-defined CAP data set forth in the table below does not necessarily reflect amounts actually

paid, earned or received by our NEOs, and the metrics are not those that the Compensation Committee uses when setting executive compensation.

The following table sets forth additional compensation

information of our principal executive officer (“ PEO ”) along with total shareholder return and net income for our 2024,

2023 and 2022 fiscal years.

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between the SEC-defined Compensation Actually Paid (“ CAP ”) to our NEOs and certain of our financial performance metrics during the fiscal years listed below.

The SEC-defined CAP data set forth in the table below does not necessarily reflect amounts actually paid, earned or received by our NEOs, and the metrics are not those that the Compensation Committee uses when setting executive compensation.

The following table sets forth additional compensation information of our principal executive officer (“ PEO ”) along with total shareholder return and net income for our 2025, 2024 and 2023 fiscal years.

The Company appointed Lisa C.

Carson as Vice President Finance and Administration in May 2025 and subsequently appointed her as Chief Financial Officer in February 2026.

Carson is considered a non-PEO NEO for fiscal year 2025.

The Company appointed Robert M.

Infarinato as Chief Financial Officer in August of 2024, and Mr.

is considered a non-PEO NEO for fiscal year 2024.

The Company did not have any non-PEO NEOs for 2023 and 2022 fiscal years.

Infarinato is considered a non-PEO NEO for fiscal years 2025 and 2024.

The Company did not have any non-PEO NEOs for the 2023 fiscal year.

Summary Compensation Table Total for PEO (1)

CAP to PEO (2)

Summary Compensation Table Total for Non-PEO NEO

Value of Initial Fixed $100 Investment Based On Total

Shareholder Return

Net Income (Loss)

Bitterman has served as a member of the

Company’s Board since 2012, served as the Company’s Interim Executive Chair

from September 2022 to February 2023 and was appointed as our President and Chief Executive Officer in February 2023.

CAP to Non-PEO NEO (3)

Value of Initial Fixed $100 Investment Based On Total Shareholder Return (4)

Net Income (Loss) (Thousands)

Bitterman has served as a member of the Company’s Board since 2012, served as the Company’s Interim Executive Chair from September 2022 to February 2023 and was appointed as our President and Chief Executive Officer in February 2023.

CAP reflects the following exclusions and inclusions for the PEO in the table above:

2 unchanged sentences

Year-end Fair Value of Unvested Equity Awards Granted During Year

Year-Over-Year Difference of Year-End Fair Value

Plus Change in Value of Prior Years unvested Awards

Fair Value at Vest Date for Awards Granted and Vested During Year

2 unchanged sentences

Compensation Actually Paid

reflects the following exclusions and inclusions for the Non-PEO NEO in the table above:

(3) CAP reflects the following exclusions and inclusions for the Non-PEO NEO in the table above:

Summary Compensation Table Total

1 unchanged sentence

Year-end Fair Value of Unvested Equity Awards Granted During Year

Year-Over-Year Difference of Year-End Fair

Year-Over-Year Difference of Year-End Fair Value of Unvested Awards Granted in Prior Years

Fair Value at Vest Date for Awards Granted and Vested During Year

2 unchanged sentences

Compensation Actually Paid

shareholder return as calculated based on a fixed investment of $100 measured from the market close on December 31, 2022 through

and including the end of the fiscal year for each year reported in the table.

(4) Total shareholder return as calculated based on a fixed investment of $100 measured from the market close on December 31, 2023 through and including the end of the fiscal year for each year reported in the table.

Relationship Between Pay and Performance

The following charts shown below illustrate the relationship

of compensation actually paid to our PEO and, for 2024, to our Non-PEO NEO, as set forth in the table above, as compared to:

our (1) total

shareholder return and (2) net income (loss).

The following charts shown below illustrate the relationship of compensation actually paid to our PEO and, for 2024 and 2025, to our Non-PEO NEO, as set forth in the table above, as compared to:

our (1) total shareholder return and (2) net income (loss).

Director Compensation

Non-Employee Director Compensation Policy

We compensate our non-employee directors for their

service as a member of our Board.

We compensate our non-employee directors for their service as a member of our Board.

Each non-employee director is entitled to receive an annual cash retainer of $35,000.

The chairs of

our Board and Audit Committee are entitled to receive an additional annual cash retainer of $15,000 and the chairs of the Compensation,

Governance and Nominating Committees are entitled to receive an additional cash retainer of $7,500.

In addition, the Lead Independent

Director, if any, is entitled to receive an additional annual cash retainer of $12,500.

Each non-employee director is also entitled to

receive an annual grant of RSUs as determined by the Board, which vest in full on the one-year anniversary of the respective date of grant.

The Compensation Committee and the Board reassess the

appropriate levels of cash and equity compensation for non-employee directors on an annual basis.

Non-employee directors are also reimbursed for their

travel and reasonable out-of-pocket expenses incurred in connection with attending Board and committee meetings and in attending continuing

education seminars, to the extent that attendance is required by the Board or the committee(s) on which that director serves.

The chairs of our Board and Audit Committee are entitled to receive an additional annual cash retainer of $15,000 and the chairs of the Compensation, Governance and Nominating Committees are entitled to receive an additional cash retainer of $7,500.

In addition, the Lead Independent Director, if any, is entitled to receive an additional annual cash retainer of $12,500.

Each non-employee director is also entitled to receive an annual grant of RSUs as determined by the Board, which vest in full on the one-year anniversary of the respective date of grant.

The Compensation Committee and the Board reassess the appropriate levels of cash and equity compensation for non-employee directors on an annual basis.

Non-employee directors are also reimbursed for their travel and reasonable out-of-pocket expenses incurred in connection with attending Board and committee meetings, to the extent that attendance is required by the Board or the committee(s) on which that director serves.

Non-Employee Director Compensation Table

The following table shows the compensation to the Company’s

non-employee directors in fiscal year 2024.

The following table shows the compensation to the Company’s non-employee directors in fiscal year 2025.

We compensate our non-employee directors for their service as a member of our Board.

Compensation paid to Robert J.

Bitterman, the Company's President, Chief Executive Officer and Chairman of the Board, is set forth above

in the Summary Compensation Table due to Mr.

Bitterman, the Company's President, Chief Executive Officer and Chairman of the Board, is set forth above in the Summary Compensation Table due to Mr.

Bitterman’s status as an NEO of the Company.

As noted above, Mr.

Deming did not join

the Board until February 2025;

accordingly, he is not included in the table below as this table relates to fiscal year 2024.

Fees Earned or

Fees Earned or Paid in Cash ($)

Stock Awards ($)(1)

Freeman, Ph.D.

1 unchanged sentence

The amounts shown reflect the grant date fair value of RSUs computed in accordance with the FASB ASC Topic 718, “Compensation — Stock Compensation”.

As of December 31, 2024, the aggregate number of shares

underlying stock options and RSUs by our non-employee directors is as follows:

Bradford — 8,000 RSUs, Robert L.

— 10,000 RSUs, Jonathan E.

The amount shown for Mr.

Ferrara reflects a lump-sum payment made to Mr.

Ferrara in connection with his resignation on October 31, 2025.

Deming was appointed to the Board on February 19, 2025.

Ferrara resigned from our Board on October 31, 2025.

He received an award of 23,000 RSUs on September 11, 2025 that were scheduled to vest in full on the first anniversary of the grant date;

these RSUs were subsequently forfeited in connection with his resignation.

As of December 31, 2025, the aggregate number of shares underlying stock options and RSUs by our non-employee directors is as follows:

Bradford — 18,800 RSUs, David C.

Deming — 14,000 RSUs, Jonathan E.

Freeman, Ph.D.

1 unchanged sentence

Lockshin, Ph.D.

outstanding equity awards are also included in the Outstanding Equity Awards at Fiscal Year-End table above due to his status a NEO during

the fiscal year ended December 31, 2024.

—16,200 RSUs.

Bitterman’s outstanding equity awards are also included in the Outstanding Equity Awards at Fiscal Year-End table above due to his status as an NEO during the fiscal year ended December 31, 2025.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership of Certain Beneficial Owners and Management

Based on information available to us and filings with

the SEC, the following table sets forth certain information regarding the beneficial ownership (as defined by Rule 13d-3 under the Exchange

Act) of our outstanding Common Stock for (i) each of our directors, (ii) each of our executive officers, (iii) all of our directors and

executive officers as a group and (iv) persons known to us to beneficially own more than 5% of our outstanding Common Stock.

The following

information is presented as of March 20, 2025 or such other date as may be reflected below.

Beneficial ownership and percentage ownership are determined

in accordance with the rules of the SEC and include voting or investment power with respect to shares of stock.

This information does

not necessarily indicate beneficial ownership for any other purpose.

Under these rules, shares of Common Stock not outstanding but deemed

beneficially owned by virtue of the right of a person to acquire them as of March 20, 2025, or within 60 days of March 20, 2025, are deemed

outstanding for the purpose of computing the percentage ownership of each person, but are not deemed outstanding for the purpose of computing

the percentage ownership of any other person.

Unless otherwise indicated and subject to applicable

community property laws, to our knowledge, each stockholder named in the following table possesses sole voting and investment power over

their shares of Common Stock, except for those jointly owned with that person’s spouse.

Unless otherwise indicated below, the address

of each person listed on the table is c/o Phio Pharmaceuticals Corp., 11 Apex Drive Suite 300A, PMB 2006, Marlborough, MA, 01752.

Based on information available to us and filings with the SEC, the following table sets forth certain information regarding the beneficial ownership (as defined by Rule 13d-3 under the Exchange Act) of our outstanding Common Stock for (i) each of our directors, (ii) each of our named executive officers, (iii) all of our directors and executive officers as a group and (iv) persons known to us to beneficially own more than 5% of our outstanding Common Stock.

The following information is presented as of March 5, 2026 or such other date as may be reflected below.

Beneficial ownership and percentage ownership are determined in accordance with the rules of the SEC and include voting or investment power with respect to shares of stock.

This information does not necessarily indicate beneficial ownership for any other purpose.

Under these rules, shares of Common Stock not outstanding but deemed beneficially owned by virtue of the right of a person to acquire them as of March 5, 2026, or within 60 days of March 5, 2026, are deemed outstanding for the purpose of computing the percentage ownership of each person, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated and subject to applicable community property laws, to our knowledge, each stockholder named in the following table possesses sole voting and investment power over their shares of Common Stock, except for those jointly owned with that person’s spouse.

Unless otherwise indicated below, the address of all listed directors and named executive officers is c/o Phio Pharmaceuticals Corp., 411 Swedeland Road, Suite 23-1080, King of Prussia, PA 19406.

Shares Beneficially Owned

Name And Address of Beneficial Owner

Percent of Class (2)

Greater than 5% Holders

Intracoastal Capital LLC (3)

CVI Investments, Inc.

Directors and Named Executive Officers

Robert Ferrara

Bitterman (5)

Freeman, Ph.D.

Lockshin, Ph.D.

All current directors and executive officers as a group (seven persons)

__________________

Curtis A Lockshin, Ph.D.

All current directors and executive officers as a group (six persons)

Indicates less than 1%.

5 unchanged sentences

Kopin ”) and Daniel B.

Asher ”) be deemed to have beneficial ownership of 472,907 shares of Common Stock issuable upon the exercise of certain warrants held by Intracoastal.

Certain of the warrants held by Intracoastal contain a blocker provision under which the holder thereof does not have the right to exercise its warrants 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 9.99% of the Company’s Common Stock.

Asher ”) be deemed to have beneficial ownership of all shares of Common Stock issuable upon the exercise of certain warrants held by Intracoastal.

Based upon information provided by Intracoastal, Intracoastal and Messrs.

5 unchanged sentences

Jackson Boulevard, Suite 2000, Chicago, Illinois 60604.

Based on information provided by CVI Investments, Inc.

Heights Capital Management, Inc.

(“ Heights Capital ”), which serves as the investment manager to CVI, may be deemed to be the beneficial owner of all shares of Common Stock owned by CVI.

Each of CVI and Heights Capital disclaims any beneficial ownership of any such shares of Common Stock, except for their pecuniary interest therein.

CVI and Heights Capital may be deemed to have beneficial ownership of shares of Common Stock and shares of Common stock issuable upon the exercise of certain warrants.

The number of shares of Common Stock reported as beneficially owned consists of shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock.

Such warrants are not exercisable to the extent that the total number of shares of Common Stock then beneficially owned by CVI and Heights Capital and any other persons whose beneficial ownership of shares of Common Stock would be aggregated with such shares for purposes of Section 13(d) of the Exchange Act would exceed 9.99%.

Includes stock options to purchase 1 share of Common Stock exercisable within 60 days of the Record Date .

Equity Compensation Plan Information

The following table sets forth certain information

as of December 31, 2024 about the securities authorized for issuance under our equity compensation plans, which consist of our 2020 Plan

and our 2013 Employee Stock Purchase Plan.

Upon adoption of the 2020 Plan, shares that remained available for grant under our prior Phio

Pharmaceuticals Corp.

2012 Long-Term Incentive Plan (the “ 2012 Plan ”) and shares that were subject to outstanding awards

under the 2012 Plan were included in the authorized shares available for grant under the 2020 Plan.

Further, upon adoption of the 2020

Plan, the Company no longer grants new equity awards under the 2012 Plan.

The table below sets forth certain information as of December 31, 2025 about the securities authorized for issuance under our equity compensation plans, which consist of our 2020 Plan and our 2013 Employee Stock Purchase Plan.

Upon adoption of the 2020 Plan, shares that remained available for grant under our prior Phio Pharmaceuticals Corp.

2012 Long-Term Incentive Plan (the “ 2012 Plan ”) and shares that were subject to outstanding awards under the 2012 Plan were included in the authorized shares available for grant under the 2020 Plan.

Further, upon adoption of the 2020 Plan, the Company no longer grants new equity awards under the 2012 Plan.

Restricted Stock Units

RSUs can be issued either under the 2020 Plan or as inducement grants issued outside of the 2020 Plan to new employees.

RSUs granted by the Company to employees generally vest 1 year after the grant date.

Upon vesting, each outstanding RSU will be settled for one share of Common Stock.

Employee RSU recipients may elect to net share settle upon vesting, in which case the Company pays the employee’s income taxes due upon vesting and withholds a number of shares of equal value.

The Company does not expect to repurchase shares to satisfy RSU vests.

The fair value of the RSUs awarded is based upon the Company’s closing stock price at the grant date and is expensed over the requisite service period.

Stock Options

Stock options can be issued either under the 2020 Plan or as inducement grants issued outside of the 2020 Plan to new employees.

Stock options are generally subject to graded vesting and the satisfaction of service requirements.

Stock options granted by the Company to employees generally vest annually over 4 years after the grant date and generally vest over 1 year after the grant date for members of the Board and expire within ten years of grant.

Upon the exercise of a stock option, the Company issues new shares and delivers them to the recipient.

The Company does not expect to repurchase shares to satisfy stock option exercises.

The Company uses the Black-Scholes option-pricing model to determine the fair value of all its option grants.

The risk-free interest rate used for each grant was based upon the yield on zero-coupon U.S.

Treasury securities with a term similar to the expected life of the related option.

The Company’s expected stock price volatility assumption is based upon the Company’s own implied volatility.

As the Company has limited stock option exercise information, the expected life assumption used for option grants is based upon the simplified method provided for under ASC 718.

The dividend yield assumption is based upon the fact that the Company has never paid cash dividends and presently has no intention of paying cash dividends.

Plan Category

Number of Securities

to be Issued Upon

Outstanding Options,

Weighted-Average

Exercise Price of

Outstanding Options,

Warrants and Rights

Number of Securities

Available for Future Issuance

Under Equity Compensation

Plans (Excluding

Securities Reflected in First Column)

Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights

Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column)

Equity compensation plans approved by security holders(1)

Equity compensation plans not approved by security holders

___________________

Includes 1,121 outstanding options and 477,700 unvested RSUs under the 2020 Plan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The Board, with the assistance of the Audit Committee, reviews and approves

all transactions with directors, officers and holders of more than 5% of our voting securities and their affiliates.

Prior to the Board’s

consideration of a transaction with such a related party, the material facts as to the related party’s relationship or interest

in the transaction must be disclosed to the Board, and the transaction will not be considered approved by the Board unless a majority

of the directors who are not interested in the transaction (if applicable) approve the transaction.

Furthermore, when stockholders are

entitled to vote on a transaction with a related party, the material facts of the related party’s relationship or interest in the

transaction must be disclosed to the stockholders, who must approve the transaction in good faith.

During the last two completed fiscal years, there has not been, nor is

there currently proposed, any transaction or series of related transactions to which we were or will be a party in which the amount involved

exceeded or will exceed the lesser of (i) $120,000 and (ii) one percent of the average of Company's total assets at yearend for the last

two completed fiscal years and in which the other parties included or will include any of our directors, executive officers, holders of

5% or more of our voting securities, or any member of the immediate family of any of the foregoing persons, other than compensation arrangements

with directors and executive officers, which are described where required in Item 11.

Executive Compensation of this Annual Report on

The Board, with the assistance of the Audit Committee, reviews and approves all transactions with directors, officers and holders of more than 5% of our voting securities and their affiliates.

Prior to the Board’s consideration of a transaction with such a related party, the material facts as to the related party’s relationship or interest in the transaction must be disclosed to the Board, and the transaction will not be considered approved by the Board unless a majority of the directors who are not interested in the transaction (if applicable) approve the transaction.

Furthermore, when stockholders are entitled to vote on a transaction with a related party, the material facts of the related party’s relationship or interest in the transaction must be disclosed to the stockholders, who must approve the transaction in good faith.

Since January 1, 2024, except as listed below, there has not been, nor is there currently proposed, any transaction or series of related transactions to which we were or will be a party in which the amount involved exceeded or will exceed the lesser of (i) $120,000 and (ii) one percent of the average of Company's total assets at year-end for the last two completed fiscal years and in which the other parties included or will include any of our directors, executive officers, holders of 5% or more of our voting securities, or any member of the immediate family of any of the foregoing persons, other than compensation arrangements with directors and executive officers, which are described where required in Item 11.

Executive Compensation of this Annual Report on Form 10-K.

Participation in 2024 and 2025 Financings

July 2024 Financing

On July 11, 2024, the Company entered into the July 2024 Inducement Letter Agreements with certain holders of certain of the Company’s existing warrants to purchase up to an aggregate of 545,286 shares of Common Stock.

The existing warrants were originally issued in February 2020 through December 2023, having exercise prices between $324.00 and $9.72 per share.

Pursuant to the July 2024 Inducement Letter Agreements, these warrants were exercised for cash at a reduced exercise of $5.45 per share in consideration of the Company’s agreement to issue new unregistered five and one-half year term Series C warrants to purchase up to 583,098 shares of Common Stock at an exercise price of $5.45 (the “ Series C Warrants ”) and new unregistered eighteen month term Series D warrants to purchase up to 507,474 shares of Common Stock at an exercise price of $5.45, both issued and sold at a price of $0.125 per warrant share (the “ July 2024 Financing ”).

The net proceeds to the Company from the July 2024 Financing were approximately $2.6 million, after deducting placement agent fees and offering expenses.

Purchasers included a beneficial owner of more than 5% of our outstanding shares of Common Stock who acquired the following securities:

Intracoastal Capital, LLC (“ Intracoastal ”), who acquired 141,278 Series C Warrants.

December 19, 2024 Concurrent Registered Direct Offering and Private Placement

On December 19, 2024, the Company entered the December 19, 2024 Securities Purchase Agreement in connection with the December 19, 2024 Offerings.

The December 19, 2024 Offerings closed on December 20, 2024.

The net proceeds to the Company from the December 19, 2024 Offerings were approximately $900,000, after deducting placement agent fees and offering expenses.

Pursuant to the December 19, 2024 Securities Purchase Agreement, the Company offered and sold in the December 19, 2024 Registered Direct Offering 437,192 shares of Common Stock at a purchase price of $2.635 per share.

In the December 19, 2024 Private Placement, the Company also issued to such institutional and accredited investors unregistered warrants to purchase up to 437,192 shares of Common Stock (the “ Series E Warrants ”).

Under the terms of the December 19, 2024 Securities Purchase Agreement, for each share of Common Stock issued in the December 19, 2024 Registered Direct Offering, an accompanying Series E Warrant was issued to the purchaser thereof.

Each Series E Warrant is exercisable for one share of Common Stock at an exercise price of $2.51 per share and will expire on December 20, 2029.

The Series E Warrants were offered and sold at a purchase price of $0.125 per Series E Warrant, which purchase price is included in the offering price per share of Common Stock issued in the December 19, 2024 Registered Direct Offering.

Purchasers included beneficial owners of more than 5% of our outstanding shares of Common Stock who acquired the following securities:

Heights Capital Management, Inc.

(“ Heights Capital ”), who acquired 109,298 shares of Common Stock and 109,298 Series E Warrants.

December 23, 2024 Concurrent Registered Direct Offering and Private Placement

On December 23, 2024, the Company entered into the December 23, 2024 Securities Purchase Agreement in connection with the December 23, 2024 Offerings.

The December 23, 2024 Offerings closed on December 24, 2024.

The net proceeds to the Company from the December 23, 2024 Offerings were approximately $480,000, after deducting placement agent fees and offering expenses.

Pursuant to the December 23, 2024 Securities Purchase Agreement, the Company offered and sold in the December 23, 2024 Registered Direct Offering 240,000 shares of Common Stock at a purchase price of $2.00 per share.

In the December 23, 2024 Private Placement, the Company also issued to such institutional and accredited investors unregistered warrants to purchase up to 240,000 shares of Common Stock (the “ Series F Warrants ”).

Under the terms of the December 23, 2024 Securities Purchase Agreement, for each share of Common Stock issued in the December 23, 2024 Registered Direct Offering, an accompanying Series F Warrant was issued to the purchaser thereof.

Each Series F Warrant is exercisable for one share of Common Stock at an exercise price of $2.00 per share and will expire on December 24, 2029.

The Series F Warrants were offered and sold at a purchase price of $0.125 per Series F Warrant, which purchase price is included in the offering price per share of Common Stock issued in the December 23, 2024 Registered Direct Offering.

Purchasers included a beneficial owner of more than 5% of our outstanding shares of Common Stock who acquired the following securities:

Heights Capital, who acquired 60,000 shares of Common Stock and 60,000 Series F Warrants.

January 13, 2025 Concurrent Registered Direct Offering and Private Placement

On January 13, 2025, the Company entered into the January 13, 2025 Securities Purchase Agreement in connection with the January 13, 2025 Offerings.

The January 13, 2025 Offerings closed on January 14, 2025.

In addition, the Company issued warrants to the placement agent, HCW, to purchase a total of 79,775 shares of Common Stock at an exercise price of $3.75 per share.

The net proceeds to the Company from the January 13, 2025 Offerings were approximately $2.8 million, after deducting fees and offering expenses.

Pursuant to the January 13, 2025 Securities Purchase Agreement, the Company offered and sold in the January 13, 2025 Registered Direct Offering 1,063,670 shares of Common Stock at a purchase price of $3.00 per share.

In the January 13, 2025 Private Placement, the Company also issued to certain institutional and accredited investors unregistered warrants to purchase up to 2,127,340 shares of Common Stock (the “ Series G Warrants ”).

Under the terms of the January 13, 2025 Securities Purchase Agreement, for each share of Common Stock issued in the January 13, 2025 Registered Direct Offering, two accompanying Series G Warrants were issued to the purchaser thereof.

Each Series G Warrant is exercisable for one share of Common Stock at an exercise price of $3.00 per share and will expire on January 14, 2027.

Purchasers included beneficial owners of more than 5% of our outstanding shares of Common Stock who acquired the following securities:

Intracoastal, who acquired 115,000 shares of Common Stock and 230,000 Series G Warrants;

and Heights Capital, who acquired 283,334 shares of Common Stock 566,668 Series G Warrants.

January 14, 2025 Concurrent Registered Direct Offering and Private Placement

On January 14, 2025, the Company entered into the January 14, 2025 Securities Purchase Agreement in connection with the January 14, 2025 Offerings.

The January 14, 2025 Offerings closed on January 15, 2025.

In addition, the Company issued warrants to the placement agent, HCW, to purchase a total of 62,500 shares of Common Stock at an exercise price of $3.75 per share.

The net proceeds to the Company from the January 14, 2025 Offerings were approximately $2.1 million, after deducting fees and offering expenses.

Pursuant to the January 14, 2025 Securities Purchase Agreement, the Company offered and sold in the January 14, 2025 Registered Direct Offering 833,335 shares of Common Stock at a purchase price of $3.00 per share.

In the January 14, 2025 Private Placement, the Company also issued to such institutional and accredited investors unregistered warrants to purchase up to 1,666,670 shares of Common Stock (the “ Series H Warrants ”).

Under the terms of the January 14, 2025 Securities Purchase Agreement, for each share of Common Stock issued in the January 14, 2025 Registered Direct Offering, two accompanying Series H Warrants were issued to the purchaser thereof.

Each Series H Warrant is exercisable for one share of Common Stock at an exercise price of $3.00 per share and will expire on January 15, 2027.

Purchasers included beneficial owners of more than 5% of our outstanding shares of Common Stock who acquired the following securities:

Intracoastal, who acquired 100,000 shares of Common Stock and 200,000 Series H Warrants;

and Heights Capital, who acquired 244,445 shares of Common Stock and 488,890 Series H Warrants.

January 16, 2025 Concurrent Registered Direct Offering and Private Placement

On January 16, 2025, the Company entered into the January 16, 2025 Securities Purchase Agreement in connection with the January 16, 2025 Offerings.

The January 16, 2025 Offerings closed on January 17, 2025.

In addition, the Company issued warrants to the placement agent, HCW, to purchase a total of 45,750 shares of Common Stock at an exercise price of $3.75 per share.

The net proceeds to the Company from the January 16, 2025 Offerings were approximately $1.5 million, after deducting fees and offering expenses.

Pursuant to the January 16, 2025 Securities Purchase Agreement, the Company offered and sold in the January 16, 2025 Registered Direct Offering 610,000 shares of Common Stock at a purchase price of $3.00 per share.

In the January 16, 2025 Private Placement, the Company also issued to such institutional and accredited investors unregistered warrants to purchase up to 1,220,000 shares of Common Stock (the “ Series I Warrants ”).

Under the terms of the January 16, 2025 Securities Purchase Agreement, for each share of Common Stock issued in the January 16, 2025 Registered Direct Offering, two accompanying Series I Warrants were issued to the purchaser thereof.

Each Series I Warrant is exercisable for one share of Common Stock at an exercise price of $3.00 per share and will expire on January 19, 2027.

Purchasers included a beneficial owner of more than 5% of our outstanding shares of Common Stock who acquired the following securities:

Heights Capital, who acquired 152,500 shares of Common Stock and 305,000 Series I Warrants.

July 2025 Financing

On July 25, 2025, the Company entered into the July 2025 Inducement Letter Agreements with certain holders of certain of the Company’s existing warrants to purchase an aggregate of 928,596 shares of Common Stock.

The existing warrants were originally issued in December 2024 and January 2025, having exercise prices between $2.00 and $3.00 per share.

Warrants to purchase 100,000 shares of Common Stock at the existing exercise price of $2.00 per share were exercised at their existing exercise price of $2.00 per share, and warrants to purchase 828,596 shares of Common Stock were exercised at a reduced exercise price of $2.485 per share.

Pursuant to the July 2025 Inducement Letter Agreements, in consideration for the immediate exercise of such warrants for cash and the payment of an additional $0.125 per New July 2025 Warrant (as defined below), or an aggregate of $232,149 for all New July 2025 Warrants, the Company agreed to issue new unregistered five-year term Series J warrants (the “ Series J Warrants ”) to purchase an aggregate of up to 318,596 shares of Common Stock at an exercise price of $2.485 and new unregistered 24-month term Series K warrants (the “ Series K Warrants ” and, together with the Series J Warrants, the “ New July 2025 Warrants ”) to purchase an aggregate of up to 1,538,596 shares of Common Stock at an exercise price of $2.485 (the “ July 2025 Financing ”).

In addition, the Company issued warrants to the placement agent, HCW, to purchase up to 69,645 shares of Common Stock.

7,500 of the placement agent warrants issued have an exercise price of $2.8125 per share of Common Stock and a term of five years, 16,395 of the placement agent warrants issued have an exercise price of $3.4188 per share of Common Stock and a term of five years, and 45,750 of the placement agent warrants issued have an exercise price of $3.4188 per share of Common Stock and a term of twenty-four months.

The net proceeds to the Company from the July 2025 Financing were approximately $2.1 million, after deducting placement agent fees and offering expenses.

Purchasers included a beneficial owner of more than 5% of our outstanding shares of Common Stock who acquired the following securities:

Intracoastal, who acquired 149,298 Series J Warrants and 759,298 Series K Warrants.

November 2025 Financing

On November 3, 2025, the Company entered into the November 2025 Inducement Letter Agreements with certain holders of the Company’s existing warrants to purchase an aggregate of 5,663,182 shares of Common Stock.

The existing warrants were originally issued in July 2024, December 2024, January 2025 and July 2025, having exercise prices between $2.00 and $5.45 per share.

Warrants to purchase 60,000 shares of Common Stock were exercised at their existing exercise price of $2.00 per share, warrants to purchase 948,596 shares of Common Stock were exercised at their existing exercise price of $2.485 per share and warrants to purchase 4,654,586 shares of Common Stock were exercised at a reduced exercise price of $2.05 per share.

Pursuant to the November 2025 Inducement Letter Agreements, in consideration for the exercise of such warrants for cash and the payment of an additional $0.125 per Series A Warrant (as defined below), or an aggregate of $1.4 million for all Series A 2025 Warrants, the Company agreed to issue new unregistered twenty-four month term Series A Warrants (the “ Series A Warrants ”) to purchase an aggregate of up to 11,326,364 shares of Common Stock at an exercise price of $2.05 (the “ November 2025 Financing ”).

In addition, the Company issued warrants to the placement agent, HCW, to purchase up to 424,739 shares of Common Stock.

4,500 of the placement agent warrants issued have an exercise price of $2.8125 per share of Common Stock and a term of twenty-four months, 349,094 of the placement agent warrants issued have an exercise price of $2.875 per share of Common Stock and a term of twenty-four months, and 71,145 of the placement agent warrants issued have an exercise price of $3.4188 per share of Common Stock and a term of twenty-four months.

The net proceeds to the Company from the November 2025 Financing were approximately $12.1 million, after deducting placement agent fees and offering expenses.

Purchasers included beneficial owners of more than 5% of our outstanding shares of Common Stock who acquired the following securities:

Intracoastal, who acquired 571,278 shares of Common Stock and 1,142,556 Series A Warrants;

and Heights Capital, who acquired 1,529,856 shares of Common Stock and 3,059,712 Series A Warrants.

Indemnification Agreements

We have entered into indemnification agreements with each of our executive

officers and directors.

These agreements provide that, subject to limited exceptions and among other things, we will indemnify each of

our executive officers and directors to the fullest extent permitted by law and advance expenses to each indemnitee in connection with

any proceeding in which a right to indemnification is available.

We have entered into indemnification agreements with each of our executive officers and directors.

These agreements provide that, subject to limited exceptions and among other things, we will indemnify each of our executive officers and directors to the fullest extent permitted by law and advance expenses to each indemnitee in connection with any proceeding in which a right to indemnification is available.

Director Independence

We believe that the Company benefits from having a strong and independent

For a director to be considered independent, the Board must determine that the director does not have any direct or indirect material

relationship with the Company that would affect his or her exercise of independent judgment.

On an annual basis, the Board reviews the

independence of all directors under the applicable SEC rules and Nasdaq listing standards.

The Board also considers each director’s

affiliations with the Company and members of management, as well as significant holdings of Company securities.

This review considers

all known relevant facts and circumstances in making an independence determination.

Based on this review, the Board has made an affirmative

determination that all directors are independent, other than our President and Chief Executive Officer and Chairman of the Board, Mr.

In addition, Nasdaq listing standards require that, subject to specified

exceptions, each member of our Audit, Compensation, Governance and Nominating Committees of the Board be independent and that members

of our Audit Committee also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act.

The Board has determined that

all members of the Audit Committee, Compensation Committee, Governance Committee, and Nominating Committee are independent under the applicable

Nasdaq listing standards and the Exchange Act.

We believe that the Company benefits from having a strong and independent Board.

For a director to be considered independent, the Board must determine that the director does not have any direct or indirect material relationship with the Company that would affect his or her exercise of independent judgment.

On an annual basis, the Board reviews the independence of all directors under the applicable SEC rules and Nasdaq listing standards.

The Board also considers each director’s affiliations with the Company and members of management, as well as significant holdings of Company securities.

This review considers all known relevant facts and circumstances in making an independence determination.

Based on this review, the Board has made an affirmative determination that all directors are independent, other than our President and Chief Executive Officer and Chairman of the Board, Mr.

In addition, Nasdaq listing standards require that, subject to specified exceptions, each member of our Audit, Compensation, Governance and Nominating Committees of the Board be independent and that members of our Audit Committee also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act.

The Board has determined that all members of the Audit Committee, Compensation Committee, Governance Committee, and Nominating Committee are independent under the applicable Nasdaq listing standards and the Exchange Act.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Pre-Approval Policies and Procedures

Under the Sarbanes-Oxley Act of 2002, all audit and permissible non-audit

services provided by our independent registered public accounting firm must be approved in advance by our Audit Committee to ensure that

such services do not impair the independent registered public accounting firm’s independence from us.

Accordingly, the Audit Committee

reviews and pre-approves all audit and non-audit services performed by our independent registered public accounting firm, as well as the

fees charged for such services.

In its review of non-audit service fees, the Audit Committee considers, among other things, the possible

impact of the performance of such services on the independent registered public accounting firm’s independence.

The following is a summary of the fees billed and expected to be billed

to the Company by BDO USA, P.C.

(“ BDO ”), our independent registered public accounting firm, for professional services

rendered for the fiscal years ended December 31, 2024 and 2023.

All fees incurred in fiscal years 2024 and 2023 for services rendered

by BDO were approved in accordance with the pre-approval policies and procedures described above.

Under the Sarbanes-Oxley Act of 2002, all audit and permissible non-audit services provided by our independent registered public accounting firm must be approved in advance by our Audit Committee to ensure that such services do not impair the independent registered public accounting firm’s independence from us.

Accordingly, the Audit Committee reviews and pre-approves all audit and non-audit services performed by our independent registered public accounting firm, as well as the fees charged for such services.

In its review of non-audit service fees, the Audit Committee considers, among other things, the possible impact of the performance of such services on the independent registered public accounting firm’s independence.

The following is a summary of the fees billed and expected to be billed to the Company by Grant Thornton LLP (" Grant Thornton "), our independent registered public accounting firm for 2025, for professional services rendered for the fiscal years ended December 31, 2025.

All fees incurred in fiscal year 2024 were for services rendered solely by BDO USA, P.C.

All fees were approved in accordance with the pre-approval policies and procedures described above.

Audit-Related Fees

1 unchanged sentence

Total All Fees:

Audit Fees consist of fees for the audit of the Company’s

consolidated financial statements included in our annual reports on Form 10-K, the review of the Company’s consolidated financial

statements included in our quarterly reports on Form 10-Q and other statutory and regulatory filings, including auditor consents.

Audit-Related Fees consist of fees billed for assurance and related

services that are also performed by our independent registered public accounting firm.

Tax Fees consist of services rendered for tax compliance, tax advice

and tax planning.

All Other Fees consist of the aggregate fees billed for products

and services provided by BDO and not otherwise included in Audit Fees, Audit-Related Fees or Tax Fees.

Audit Fees consist of fees for the audit of the Company’s consolidated financial statements included in our annual reports on Form 10-K, the review of the Company’s consolidated financial statements included in our quarterly reports on Form 10-Q and other statutory and regulatory filings, including auditor consents.

Audit-Related Fees consist of fees billed for assurance and related services that are also performed by our independent registered public accounting firm.

Tax Fees consist of services rendered for tax compliance, tax advice and tax planning.

All Other Fees consist of the aggregate fees billed for products and services provided and not otherwise included in Audit Fees, Audit-Related Fees or Tax Fees.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Financial Statements

Our consolidated financial statements are set forth

in Item 8 to this Annual Report on Form 10-K.

Our consolidated financial statements are set forth in Item 8 to this Annual Report on Form 10-K.

Financial Statement Schedules

Certain schedules are omitted because they are not

applicable, or are not required by smaller reporting companies.

Certain schedules are omitted because they are not applicable, or are not required by smaller reporting companies.

Incorporated by Reference Herein

19 unchanged sentences

September 28, 2018

Form of Placement Agent Warrant.

Current Report on Form 8-K (File No.

November 19, 2019

Form of Warrant.

Current Report on Form 8-K (File No.

February 6, 2020

Form of Warrant.

Current Report on Form 8-K (File No.

February 13, 2020

Form of Underwriter Warrant.

Current Report on Form 8-K (File No.

February 13, 2020

Incorporated by Reference Herein

8 unchanged sentences

February 17, 2021

Form of Series A Common Stock Warrant.

Current Report on Form 8-K (File No.

April 20, 2023

Form of Series B Common Stock Warrant.

Current Report on Form 8-K (File No.

April 20, 2023

Form of Existing Warrant Amendment.

Current Report on Form 8-K (File No.

April 20, 2023

Form of Series A Common Stock Warrant.

Current Report on Form 8-K (File No.

Form of Series B Common Stock Warrant.

Current Report on Form 8-K (File No.

Form of Series A/B Warrant.

Current Report on Form 8-K (File No.

December 8, 2023

Form of Placement Agent Warrant.

10 unchanged sentences

July 12, 2024

Form of Series E Common Stock Warrant

Current Report on Form 8-K (File No.

December 20, 2024

Form of Placement Agent Warrant

2 unchanged sentences

Incorporated by Reference Herein

Form of Series F Common Stock Warrant

Current Report on Form 8-K (File No.

December 26, 2024

Form of Placement Agent Warrant

1 unchanged sentence

December 26, 2024

Form of Series G Common Stock Warrant

Form of Placement Agent Warrant

Current Report on Form 8-K (File No.

3 unchanged sentences

January 17, 2024

Form of Series H Common Stock Warrant

Form of Series J/K Warrant

Current Report on Form 8-K (File No.

January 15, 2024

July 30, 2025

Form of Placement Agent Warrant

Current Report on Form 8-K (File No.

January 15, 2024

Form of Series I Common Stock Warrant

July 30, 2025

Form of Series A Warrant

Current Report on Form 8-K (File No.

January 17, 2024

November 6, 2025

Form of Placement Agent Warrant

Current Report on Form 8-K (File No.

January 17, 2024

November 13, 2025

Patent and Technology Assignment Agreement between RXi Pharmaceuticals Corporation (formerly RNCS, Inc.) and Advirna, LLC, effective as of September 24, 2011.

1 unchanged sentence

October 25, 2011

Clinical Co-development Agreement, dated February 26, 2021, by and between Phio Pharmaceuticals Corp.

and AgonOx, Inc .+

Annual Report on Form 10-K (File No.

March 22, 2023

Phio Pharmaceuticals Corp.

2020 Long Term Incentive Plan, as amended and restated.

Quarterly Report on Form 10-Q (File No.

November 9, 2023

Current Report on Form 10-Q (File No.

June 21, 2024

Form of Restricted Stock Unit Award under the Company’s 2020 Long Term Incentive Plan.

30 unchanged sentences

February 22, 2023

First Amendment to the Employment Agreement of

Bitterman, dated March 25, 2025, by and

between the Company and Robert Bitterman.#

Quarterly Report on Form 10-Q (File

March 31, 2025

Second Amendment to the Employment Agreement of Robert J.

Bitterman, dated February 17, 2026, by and between the Company.#

Current Report on Form 8-K (File No.

February 18, 2026

Lease Agreement dated December 17, 2013 between RXi Pharmaceuticals Corporation and 257 Simarano Drive, LLC, Brighton Properties, LLC, Robert Stubblebine 1, LLC and Robert Stubblebine 2, LLC.

7 unchanged sentences

January 25, 2021

Form of Securities Purchase Agreement, dated April 18, 2023, by and between the Company and each of the Purchasers signatory thereto.

Current Report on Form 8-K (File No.

April 20, 2023

Form of Securities Purchase Agreement, dated May 31, 2023, by and between the Company and each of the Purchasers signatory thereto (Registered Direct Offering).

Current Report on Form 8-K (File No.

Form of Securities Purchase Agreement, dated May 31, 2023, by and between the Company and each of the Purchasers signatory thereto (PIPE Private Placement).

Current Report on Form 8-K (File No.

Form of Registration Rights Agreement, dated May 31, 2023, by and between the Company and each of the Purchasers signatory thereto.

Current Report on Form 8-K (File No.

Form of Inducement Letter Agreement, dated December 6, 2023, by and between Phio Pharmaceuticals Corp.

and the Holders.

Current Report on Form 8-K (File No.

December 8, 2023

Purchase Agreement, dated May 16, 2024, by and between the Company and Triton Funds LP.

Current Report on Form 8-K (File No.

Incorporated by Reference Herein

Phio Pharmaceuticals Corp.

2020 Long Term Incentive Plan

Current Report on Form 8-K (File No.

June 21, 2024

Form of Inducement Letter Agreement, dated July 11, 2024, by and between the Company and the Holders.

1 unchanged sentence

July 12, 2024

Employment Agreement, dated July 9, 2024, by and between the Company and Robert M.

Current Report on Form 8-K (File No.

August 1, 2024

Form of Securities Purchase Agreement, dated December 19, 2024, by and between the Company and each of the Purchasers signatory thereto.

Current Report on Form 8-K (File No.

December 20, 2024

Form of Securities Purchase Agreement, dated December 23, 2024, by and between the Company and each of the Purchasers signatory thereto.

Current Report on Form 8-K (File No.

December 26, 2024

Form of Securities Purchase Agreement, dated January 13, 2025, by and between the Company and each of the Purchasers signatory thereto.

Current Report on Form 8-K (File No.

January 14, 2025

Form of Securities Purchase Agreement, dated January 14, 2025, by and between the Company and each of the Purchasers signatory thereto.

Offer Letter, executed April 21, 2025 by and between the Company and Lisa Carson.

Current Report on Form 8-K (File No.

January 15, 2025

Form of Securities Purchase Agreement, dated January 16, 2025, by and between the Company and each of the Purchasers signatory thereto.

June 12, 2025

Form of Inducement Letter Agreement dated November 3, 2025, by and between Phio Pharmaceuticals Corp.

and the Holders.

Current Report on Form 8-K (File No.

January 17, 2025

First Amendment to the Employment Agreement of Robert J.

Bitterman, dated March 25, 2025, by and between the Company and Robert Bitterman.

November 13, 2025

Insider Trading Policy.

Annual Report on Form 10-K (File No.

March 31, 2025

Consent of BDO USA, P.C., an Independent Registered Public Accounting Firm.*

Consent of Grant Thornton LLP, an independent Registered Public Accounting Firm.*

Sarbanes-Oxley Act Section 302 Certification of Principal Executive Officer.

Sarbanes-Oxley Act Section 302 Certification of Principal Financial Officer.

Incorporated by Reference Herein

Sarbanes-Oxley Action Section 906 Certification of Principal Executive Officer and Principal Financial Officer.

3 unchanged sentences

April 1, 2024

Incorporated by Reference Herein

Inline XBRL Instance Document.*

11 unchanged sentences

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or

15(d) 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.

Pursuant to the requirements of Section 13 or 15(d) 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.

PHIO PHARMACEUTICALS CORP.

3 unchanged sentences

March 5, 2026

Pursuant to the requirements of the Securities Exchange

Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Robert J.

President, Chief Executive Officer and Director

March 5, 2026

(Principal Executive Officer)

Chief Financial Officer

March 5, 2026

/s/ Robert Infarinato

Robert Infarinato

Vice President and Chief Financial Officer

(Principal Financial Officer)

March 31, 2025

/s/ Patricia Bradford

Patricia Bradford

March 5, 2026

/s/ Robert L.

March 31, 2025

Patricia Bradford

/s/ Jonathan E.

Freeman, Ph.D.

March 5, 2026

Freeman, Ph.D.

/s/ Curtis A.

Lockshin, Ph.D.

March 5, 2026

Lockshin, Ph.D.

March 5, 2026

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.

What changed 10-K

Item 9A. Controls and Procedures