Phio Pharmaceuticals Corp. 10-K

ITEM 9A. CONTROLS AND PROCEDURES 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 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 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, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. F-25 ITEM 9B. OTHER INFORMATION Trading Plans 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. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Management 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 Age Position(s) with the Company Year First Became a Director (if applicable) Robert J. Bitterman 75 President, Chief Executive Officer and Chair of the Board of Directors 2012 Patricia A. Bradford 75 Director 2022 Lisa C. Carson 60 Chief Financial Officer - David H. Deming 73 Director 2025 Jonathan E. Freeman, Ph.D. 58 Director 2017 Curtis A. Lockshin, Ph.D. 65 Director 2013 Robert J. 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. Mr. 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. Mr. 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. 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. Mr. 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. F-26 Lisa C. 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. Ms. 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. Ms. Carson received a B.S. in Accounting from West Chester University. Patricia A. Bradford has served as a member of the Board since 2022. Ms. 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. Ms. 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 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. Ms. Bradford received a B.S. degree with an emphasis in accounting and statistics from Walsh College and is a Certified Public Accountant. Jonathan E. Freeman, Ph.D. has served as a member of the Board since 2017. Dr. 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. 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. Dr. 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, St. Louis. Curtis A. Lockshin, Ph.D. has served as a member of the Board since 2013. Dr. 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. 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 Corporation. Since May 2013, Dr. Lockshin has also served as President and Chief Executive Officer of Guardum Pharmaceuticals, LLC, a private pharmaceutical company. Dr. Lockshin holds a S.B. degree in Life Sciences and a Ph.D. in Biological Chemistry from the Massachusetts Institute of Technology. David H. Deming has served as a member of the Board since February 2025 and currently serves as our Lead Independent Director. Mr. 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. Mr. 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. Mr. Deming currently serves on the board of directors of Better For You Wellness, Inc. (OTC: BFYW), where he is a member of the audit committee. Mr. 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. Mr. 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 Lisa Carson, who serves as our Chief Financial Officer. The size of the Board of Directors (the “ Board ”) is currently set at five directors. F-27 Audit Committee 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. Freeman. 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. ITEM 11. 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. Our NEOs with respect to the fiscal year that ended on December 31, 2025 are Robert J. Bitterman, Lisa C. Carson and Robert M. Infarinato. Summary Compensation Table Name and principal position Year Salary ($) Bonus Stock awards ($) (1) Non-equity incentive plan compensation ($) All other compensation ($) (2) Total ($) Robert J. Bitterman (3) 2025 419,054 - 580,000 158,400 1,978 1,159,432 President and Chief Executive Officer 2024 342,615 - 43,245 - 1,159 387,019 Lisa C. Carson (4) 2025 188,081 25,000 109,040 50,198 697 373,015 Chief Financial Officer Robert M. Infarinato (5) 2025 126,113 40,000 - - 60,575 226,688 Vice President and Chief Financial Officer 2024 75,462 - 29,330 - 414 105,206 (1) The amounts shown reflect the grant date fair value of restricted stock units (“ RSUs ”) computed in accordance with the Financial Accounting Standards Board (the “ FASB ”) Accounting Standards Codification (“ ASC ”) Topic 718, “ Compensation — Stock Compensation ” for the indicated year. See Note 9 to our consolidated financial statements included elsewhere in this Annual Report for further information. (2) 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. F-28 (3) Mr. 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. Upon his appointment to Interim Executive Chairman, Mr. Bitterman ceased receiving compensation in connection with his position as a director of the Company, including as Chairman of the Board. Effective as of October 16, 2023, Mr. Bitterman voluntarily reduced his base salary by $100,000 which was restored to $440,000 in April 2025. (4) Ms. Carson has served as our Vice President, Finance and Administration since May 12, 2025 and was appointed Chief Financial Officer in February 2026. (5) Mr. Infarinato was appointed Vice President and Chief Financial Officer effective August 1, 2024 and separated from the Company on July 31, 2025. The amount shown in the Bonus column for 2025 represents a one-time lump-sum cash payment made to Mr. Infarinato pursuant to his Separation Agreement and General Release of Claims entered into with the Company, effective July 31, 2025 (the “Severance Agreement”). See “Employment and Change of Control Agreements – Robert M. Infarinato” below for more information. Outstanding Equity Awards at Fiscal Year-End The following table shows information regarding outstanding equity awards as of December 31, 2025 for our NEOs: Option Awards Stock Awards Name Grant Date Number of Securities Underlying Unexercised Options (#) Exercisable (2) Number of Securities Underlying Unexercised Options (#) Unexercisable Option Exercise Price ($) 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) Robert J. Bitterman (2) 2/10/2016 1 - 169,884.00 2/10/2026 - - 2/1/2017 1 - 37,362.60 2/1/2027 - - 9/11/2025 - - - - 250,000 262,500 Lisa C. Carson 9/11/2025 - - - - 47,000 49,350 (1) Value is based on the closing price of $1.05 of Common Stock on December 31, 2025. (2) The equity awards granted to Mr. 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. (3) The equity award granted to Ms. Carson on September 11, 2025 will vest in full on the first anniversary of the grant date. Base Salary 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. F-29 Incentive Compensation 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. 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. Carson. The 2025 bonus payment was based on achievement of formal corporate objectives. Equity Incentive We maintain the Phio Pharmaceuticals Corp. 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. Mr. 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 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: Robert J. Bitterman Mr. 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, and his base salary was restored to $440,000 in April 2025. F-30 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. If Mr. Bitterman’s employment is terminated by the Board for cause or by Mr. Bitterman without good reason, the Company shall pay to Mr. Bitterman the Accrued Benefits through the date of termination. If 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 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. Mr. Bitterman is eligible to participate in the Company’s 2020 Plan and other benefits available to the Company’s executive officers. Lisa C. Carson Ms. Carson was appointed Chief Financial Officer on February 1, 2026. Ms. 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. Ms. 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. Ms. Carson is eligible to participate in the Company’s 2020 Plan and other benefits available to the Company’s executive officers. Robert M. Infarinato Mr. 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 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. Infarinato. F-31 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 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. Ms. 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. 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. Year Summary Compensation Table Total for PEO (1) CAP to PEO (2) Summary Compensation Table Total for Non-PEO NEO CAP to Non-PEO NEO (3) Value of Initial Fixed $100 Investment Based On Total Shareholder Return (4) Net Income (Loss) (Thousands) 2025 $ 1,159,432 $ 885,952 $ 599,704 $ 564,494 $ 19.33 ($8,698) 2024 $ 387,019 $ 384,546 $ 105,206 $ 106,566 $ 23.25 ($7,150) 2023 $ 437,892 $ 379,393 — — $ 6.33 ($10,826) (1) Mr. 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. (2) CAP reflects the following exclusions and inclusions for the PEO in the table above: F-32 Year Summary Compensation Table Total Minus: Grant Date Fair Value of Stock Awards and Option Awards from Summary Compensation Table Plus: Year-end Fair Value of Unvested Equity Awards Granted During Year Plus Change in Value of Prior Years unvested Awards Plus: Fair Value at Vest Date for Awards Granted and Vested During Year Plus: Year-Over-Year Difference of Year-End Fair Value of Prior Years’ Awards Vested During Year Minus: Fair Value at Prior Year-end for Prior Years’ Awards that Fail to Meet Vesting Conditions During Year Compensation Actually Paid 2025 $ 1,159,432 (580,000 ) $ 262,500 — 35,960 $ 8,060 — $ 885,952 2024 $ 387,019 (43,245 ) $ 43,245 — — $ (2,473 ) — $ 384,546 2023 $ 437,892 (57,640 ) $ 8,360 — — $ (9,219 ) — $ 379,393 (3) CAP reflects the following exclusions and inclusions for the Non-PEO NEO in the table above: Year Summary Compensation Table Total Minus: Grant Date Fair Value of Stock Awards and Option Awards from Summary Compensation Table Plus: Year-end Fair Value of Unvested Equity Awards Granted During Year Plus: Year-Over-Year Difference of Year-End Fair Value of Unvested Awards Granted in Prior Years Plus: Fair Value at Vest Date for Awards Granted and Vested During Year Plus: Year-Over-Year Difference of Year-End Fair Value of Prior Years’ Awards Vested During Year Minus: Fair Value at Prior Year-end for Prior Years’ Awards that Fail to Meet Vesting Conditions During Year Compensation Actually Paid 2025 $ 599,704 $ (109,040 ) $ 49,350 — $ 24,480 — — $ 564,494 2024 $ 105,206 $ (29,330 ) $ 30,690 — — — — $ 106,566 2023 — — — — — — — — (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. F-33 Relationship Between Pay and Performance 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). F-34 Director Compensation Non-Employee Director Compensation Policy 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 $12,500. Each non-employee director is also entitled to receive an annual grant of RSUs as determined by the Board, which vest in full on the one-year anniversary of the respective date of grant. The Compensation Committee and the Board reassess the appropriate levels of cash and equity compensation for non-employee directors on an annual basis. Non-employee directors are also reimbursed for their travel and reasonable out-of-pocket expenses incurred in connection with attending Board and committee meetings, to the extent that attendance is required by the Board or the committee(s) on which that director serves. Non-Employee Director Compensation Table The following table shows the compensation to the Company’s non-employee directors in fiscal year 2025. We compensate our non-employee directors for their service as a member of our Board. Compensation paid to Robert J. Bitterman, the Company's President, Chief Executive Officer and Chairman of the Board, is set forth above in the Summary Compensation Table due to Mr. Bitterman’s status as an NEO of the Company. Name Fees Earned or Paid in Cash ($) Stock Awards ($)(1) Other ($)(2) Total ($) Patricia A. Bradford 56,875 43,616 - 100,491 David H. Deming (3) 27,586 32,480 - 60,066 Robert L. Ferrara (4) - - 67,211 67,211 Jonathan E. Freeman, Ph.D. 30,000 34,104 - 64,104 Curtis A. Lockshin, Ph.D. 48,750 37,584 - 86,334 (1) The amounts shown reflect the grant date fair value of RSUs computed in accordance with the FASB ASC Topic 718, “Compensation — Stock Compensation”. (2) The amount shown for Mr. Ferrara reflects a lump-sum payment made to Mr. Ferrara in connection with his resignation on October 31, 2025. (3) Mr. Deming was appointed to the Board on February 19, 2025. (4) Mr. 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: Patricia A. Bradford — 18,800 RSUs, David C. Deming — 14,000 RSUs, Jonathan E. Freeman, Ph.D. — 14,700 RSUs, and Curtis A. Lockshin, Ph.D. —16,200 RSUs. Mr. 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. F-35 ITEM 12. 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 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 Number (1) Percent of Class (2) Greater than 5% Holders Intracoastal Capital LLC (3) 2,051,152 9.99 % CVI Investments, Inc. (4) 1,194,719 9.99 % Directors and Named Executive Officers Robert J. Bitterman (5) 41,421 * Patricia A. Bradford 8,351 * Lisa C. Carson - * David H. Deming - * Jonathan E. Freeman, Ph.D. 1,355 * Robert M. Infarinato 7,659 * Curtis A Lockshin, Ph.D. 2,355 * All current directors and executive officers as a group (six persons) 53,482 * * Indicates less than 1%. (1) Represents shares of Common Stock held as of March 5, 2026 plus shares of Common Stock that may be acquired upon the exercise of options and warrants within 60 days of March 5, 2026. (2) Based on 11,617,250 shares of Common Stock that were issued and outstanding as of March 5, 2026. Shares 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 treated as outstanding only when determining the ownership and voting power for each person (or all directors and executive officers as a group). F-36 (3) Based on information provided by Intracoastal Capital LLC (“ Intracoastal ”). Each of Intracoastal, Mitchell P. Kopin (“ Mr. Kopin ”) and Daniel B. Asher (“ Mr. Asher ”) be deemed to have beneficial ownership of all 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 4.99% or 9.99% of the Company’s Common Stock, as applicable. Based upon information provided by Intracoastal, Intracoastal and Messrs. Kopin and Asher would be deemed to have beneficial ownership of 2,051,152 shares of Common Stock in the absence of such blocker provisions. The principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483. The principal business office of Mr. Asher is 111 W. Jackson Boulevard, Suite 2000, Chicago, Illinois 60604. (4) Based on information provided by CVI Investments, Inc. (“ CVI ”). 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%. (5) Includes stock options to purchase 1 share of Common Stock exercisable within 60 days of the Record Date . Equity Compensation Plan Information 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. F-37 Plan Category 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) 478,821 $ 614.60 473,196 Equity compensation plans not approved by security holders — — — Total 478,821 $ 614.60 473,196 (1) Includes 1,121 outstanding options and 477,700 unvested RSUs under the 2020 Plan. F-38 ITEM 13. 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. 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. F-39 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. F-40 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. F-41 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. Director Independence 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. Bitterman. 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. ITEM 14. 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 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. (" BDO "). All fees were approved in accordance with the pre-approval policies and procedures described above. 2025 2024 Audit Fees $ 265,000 $ 440,150 Audit-Related Fees — — Tax Fees — — All Other Fees — — Total All Fees: $ 265,000 $ 440,150 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. F-42 PART IV ITEM 15. 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. Financial Statement Schedules Certain schedules are omitted because they are not applicable, or are not required by smaller reporting companies. Exhibits Exhibit Incorporated by Reference Herein Number Description Form Date 3.1   Amended and Restated Certificate of Incorporation of Phio Pharmaceuticals Corp.   Current Report on Form 8-K (File No. 001-36304)   November 19, 2018               3.2   Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Phio Pharmaceuticals Corp.   Current Report on Form 8-K (File No. 001-36304)   January 14, 2020 3.3 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Phio Pharmaceuticals Corp. Current Report on Form 8-K (File No. 001-36304) January 25, 2023 3.4 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Phio Pharmaceuticals Corp. Current Report on Form 8-K (File No. 001-36304) July 2, 2024 3.5 Certificate of Designation of Series D Preferred Stock, dated November 16, 2022. Current Report on Form 8-K (File No. 001-36304) November 16, 2022 3.6 Amended and Restated Bylaws of Phio Pharmaceutical Corp. Current Report on Form 8-K (File No. 001-36304) May 2, 2022 4.1 Form of Warrant. Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-221173) September 28, 2018 F-43 Exhibit Incorporated by Reference Herein Number Description Form Date 4.2 Form of Warrant. Current Report on Form 8-K (File No. 001-36304) April 2, 2020 4.3 Form of Common Stock Warrant. Current Report on Form 8-K (File No. 001-36304) January 25, 2021 4.4 Form of Placement Agent Warrant. Current Report on Form 8-K (File No. 001-36304) February 17, 2021 4.5 Form of Placement Agent Warrant. Current Report on Form 8-K (File No. 001-36304) December 8, 2023 4.6 Description of Securities Registered Pursuant to Section 12(b) of the Securities Exchange Act of 1934. Annual Report on Form 10-K (File No. 00136304) April 1, 2024 4.7 Form of Series C/D Warrant Current Report on Form 8-K (File No. 001-36304) July 12, 2024 4.8 Form of Placement Agent Warrant Current Report on Form 8-K (File No. 001-36304) July 12, 2024 4.9 Form of Placement Agent Warrant Current Report on Form 8-K (File No. 001-36304) December 20, 2024 F-44 Exhibit Incorporated by Reference Herein Number Description Form Date 4.10 Form of Placement Agent Warrant Current Report on Form 8-K (File No. 001-36304) December 26, 2024 4.11 Form of Placement Agent Warrant Current Report on Form 8-K (File No. 001-36304) January 15, 2024 4.12 Form of Placement Agent Warrant Current Report on Form 8-K (File No. 001-36304) January 17, 2024 4.13 Form of Series J/K Warrant Current Report on Form 8-K (File No. 001-36304) July 30, 2025 4.14 Form of Placement Agent Warrant Current Report on Form 8-K (File No. 001-36304) July 30, 2025 4.15 Form of Series A Warrant Current Report on Form 8-K (File No. 001-36304) November 6, 2025 4.16 Form of Placement Agent Warrant Current Report on Form 8-K (File No. 001-36304) November 13, 2025 10.1 Patent and Technology Assignment Agreement between RXi Pharmaceuticals Corporation (formerly RNCS, Inc.) and Advirna, LLC, effective as of September 24, 2011. Registration Statement on Form S-1 (File No. 333-177498) October 25, 2011 10.2 Phio Pharmaceuticals Corp. 2020 Long Term Incentive Plan, as amended and restated. # Current Report on Form 10-Q (File No. 001-36304) June 21, 2024 10.3 Form of Restricted Stock Unit Award under the Company’s 2020 Long Term Incentive Plan. # Annual Report on Form 10-K (File. 001-36304) March 25, 2021 10.4 Form of Nonqualified Stock Option Award under the Company’s 2020 Long Term Incentive Plan. # Annual Report on Form 10-Q (File. 001-36304) November 9, 2023 10.5 Phio Pharmaceuticals Corp. 2012 Long Term Incentive Plan. # Quarterly Report on Form 10-Q (File No. 001-36304) November 12, 2019 10.6 Form of Restricted Stock Unit Award under the Company’s 2012 Long Term Incentive Plan, as amended. # Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-177498) December 29, 2011 F-45 Exhibit Incorporated by Reference Herein Number Description Form Date 10.7 Form of Incentive Stock Option Award under the Company’s 2012 Long Term Incentive Plan, as amended. # Registration Statement on Form S-1 (File No. 333-191236) September 18, 2013 10.8 Form of Non-Qualified Stock Option Award under the Company’s 2012 Long Term Incentive Plan, as amended. # Registration Statement on Form S-1 (File No. 333-191236) September 18, 2013 10.9 RXi Pharmaceuticals Corporation Employee Stock Purchase Plan. # Registration Statement on Form S-8 (File No. 333-277013) August 24, 2018 10.10 Form of Indemnification Agreement. # Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-177498) January 23, 2012 10.11 Employment Agreement, dated February 20, 2023, by and between Phio Pharmaceuticals Corp. and Robert Bitterman. # Current Report on Form 8-K (File No. 001-36304) February 22, 2023 10.12 First Amendment to the Employment Agreement of Robert J. Bitterman, dated March 25, 2025, by and between the Company and Robert Bitterman.# Quarterly Report on Form 10-Q (File No. 001-36304) March 31, 2025 10.13 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. 001-36304) February 18, 2026 10.14 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. Current Report on Form 8-K (File No. 000-54910) December 20, 2013 10.15 First Amendment to Lease dated January 22, 2019. Current Report on Form 8-K (File No. 001-36304) January 28, 2019 10.16 Registration Rights Agreement, dated January 21, 2021, by and between the Company and the Purchasers signatory therein. Current Report on Form 8-K (File No. 001-36304) January 25, 2021 F-46 Exhibit Incorporated by Reference Herein Number Description Form Date 10.17 Form of Inducement Letter Agreement, dated July 11, 2024, by and between the Company and the Holders. Current Report on Form 8-K (File No. 001-36304) July 12, 2024 10.18 Offer Letter, executed April 21, 2025 by and between the Company and Lisa Carson. Current Report on Form 8-K (File No. 001-36304) June 12, 2025 10.19 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. 001-36304) November 13, 2025 19.1 Insider Trading Policy. Annual Report on Form 10-K (File No. 001-36304) March 31, 2025 23.1 Consent of BDO USA, P.C., an Independent Registered Public Accounting Firm.* 23.2 Consent of Grant Thornton LLP, an independent Registered Public Accounting Firm.* 31.1 Sarbanes-Oxley Act Section 302 Certification of Principal Executive Officer. * 31.2 Sarbanes-Oxley Act Section 302 Certification of Principal Financial Officer. * F-47 Exhibit Incorporated by Reference Herein Number Description Form Date 32.1 Sarbanes-Oxley Action Section 906 Certification of Principal Executive Officer and Principal Financial Officer. ** 97.1 Phio Pharmaceuticals Corp. Incentive Compensation Recovery Policy. # Annual Report on Form 10-K (File No. 001-35304) April 1, 2024 101.INS Inline XBRL Instance Document.* 101.SCH Inline XBRL Taxonomy Extension Schema Document.* 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.* 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.* 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.* 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.* 104 The cover page for this report, formatted in Inline XBRL (included in Exhibit 101).* _________ * Filed herewith. ** Furnished herewith. # Indicates a management contract or compensatory plan or arrangement. + Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of this Exhibit to the SEC upon request. ITEM 16. FORM 10-K SUMMARY None. F-48 SIGNATURES 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. By: /s/ Robert J. Bitterman Robert J. Bitterman President and Chief Executive Officer (as Principal Executive Officer) Date: 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 indicated. Signatures Title Date /s/ Robert J. Bitterman President, Chief Executive Officer and Director March 5, 2026 Robert J. Bitterman (Principal Executive Officer) /s/ Lisa C. Carson Chief Financial Officer March 5, 2026 Lisa C. Carson (Principal Financial Officer) /s/ Patricia Bradford Director March 5, 2026 Patricia Bradford /s/ Jonathan E. Freeman Director March 5, 2026 Jonathan E. Freeman, Ph.D. /s/ Curtis A. Lockshin Director March 5, 2026 Curtis A. Lockshin, Ph.D. /s/ David H. Deming Director March 5, 2026 David H. Deming F-49