Phio Pharmaceuticals Corp. 10-Q

ITEM 5. OTHER INFORMATION Insider Trading Arrangements During the three months ended June 30, 2026 , 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. 25 Table of Contents ITEM 6. EXHIBITS EXHIBIT INDEX Incorporated by Reference Herein Exhibit Number Description Form Exhibit Date 3.1 Amended and Restated Certificate of Incorporation of Phio Pharmaceuticals Corp. Current Report on Form 8-K (File No. 001-36304) Exhibit 3.2 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) Exhibit 3.1 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) Exhibit 3.1 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) Exhibit 3.1 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) Exhibit 3.1 November 16, 2022 3.6 Amended and Restated Bylaws of Phio Pharmaceuticals Corp. Current Report on Form 8-K (File No. 001-36304) Exhibit 3.1 May 2, 2022 4.1 Form of Warrant. Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-221173) Exhibit 4.5 September 28, 2018 4.2 Form of Warrant. Current Report on Form 8-K (File No. 001-36304) Exhibit 4.1 April 2, 2020 4.3 Form of Common Stock Warrant. Current Report on Form 8-K (File No. 001-36304) Exhibit 4.1 January 25, 2021 26 Table of Contents 4.4 Form of Placement Agent Warrant Current Report on Form 8-K (File No. 001-36304) Exhibit 4.2 December 8, 2023 4.5 Form of Series C/D Warrant Current Report on Form 8-K (File No. 001-36304) Exhibit 4.1 July 12, 2024 4.6 Form of Placement Agent Warrant Current Report on Form 8-K (File No. 001-36304) Exhibit 4.2 July 12, 2024 4.7 Form of Placement Agent Warrant Current Report on Form 8-K (File No. 001-36304) Exhibit 4.2 December 20, 2024 4.8 Form of Placement Agent Warrant Current Report on Form 8-K (File No. 001-36304) Exhibit 4.2 December 26, 2024 4.9 Form of Placement Agent Warrant. Current Report on Form 8-K (File No. 001-36304) Exhibit 4.2 January 14, 2024 4.10 Form of Placement Agent Warrant. Current Report on Form 8-K (File No. 001-36304) Exhibit 4.2 January 15, 2024 4.11 Form of Placement Agent Warrant. Current Report on Form 8-K (File No. 001-36304) Exhibit 4.2 January 17, 2024 4.12 Form of Series J/K Warrant Current Report on Form 8-K (File No. 001-36304) Exhibit 4.1 July 30, 2025 4.13 Form of Placement Agent Warrant Current Report on Form 8-K (File No. 001-36304) Exhibit 4.2 July 30, 2025 4.14 Form of Series A Warrant Current Report on Form 8-K (File No. 001-36304) Exhibit 4.1 November 6, 2025 4.15 Form of Placement Agent Warrant Current Report on Form 8-K (File No. 001-36304) Exhibit 4.2 November 13, 2025 10.1 At the Market Offering Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated April 8, 2026. Current Report on Form 8-K (File No. 001-36304) Exhibit 10.1 April 8, 2026 27 Table of Contents 31.1 Sarbanes-Oxley Act Section 302 Certification of Principal Executive Officer. * 31.2 Sarbanes-Oxley Act Section 302 Certification of Principal Financial Officer. * 32.1 Sarbanes-Oxley Act Section 906 Certification of Principal Executive Officer and Principal Financial Officer. ** 101.INS Inline XBRL Instance Document.* 101.SCH Inline XBRL Taxonomy Extension Schema Document.* 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.* 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.* 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.* 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.* 104 The cover page for this report, formatted in Inline XBRL (included in Exhibit 101).* * Filed herewith. ** Furnished herewith and not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section or incorporated by reference into any filing under the Securities Act or the Exchange Act. 28 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on August 6, 2026. Phio Pharmaceuticals Corp. By: /s/ Robert J. Bitterman Robert J. Bitterman President and Chief Executive Officer (as Principal Executive Officer) By: /s/ Lisa C. Carson Lisa C. Carson Chief Financial Officer (as Principal Financial Officer) 29