What changed in this filing

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Item 9A. Controls and Procedures

2024-04-01 compared with 2023-03-22 · 394 added, 408 removed, 302 unchanged (73% of the section changed)

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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 SEC rules and

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

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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, 2022.

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 (who is also acting as our Principal Financial

Officer), concluded that, as of December 31, 2022, our internal control over financial reporting was effective.

Our management assessed the effectiveness of our

internal control over financial reporting as of December 31, 2023.

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

Based on this assessment, management, with the participation of our Principal Executive Officer (who is also acting as our

Principal Financial Officer), concluded that, as of December 31, 2023, our internal control over financial reporting was effective.

Attestation Report of the Registered Public Accounting Firm

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There have been no changes in our internal control

over financial reporting that occurred during the fiscal quarter ended December 31, 2022 that have materially affected, or

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

over financial reporting that occurred during the quarter ended December 31, 2023 that have materially affected, or are reasonably

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

OTHER INFORMATION

During the three months ended December 31,

2023, 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

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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Board of Directors

The size of the Board is currently set at six directors.

and other information regarding our directors, whose terms expire at the 2023 Annual Meeting of Stockholders, is set forth below.

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

is currently set at five directors.

Biographical and other information regarding our directors, whose terms expire at the 2024 Annual

Meeting of Stockholders, is set forth below.

Director Name

4 unchanged sentences

Bradford (2022)

Geert Cauwenbergh, Dr.

Ferrara (2019)

1 unchanged sentence

Lockshin, Ph.D.

Bitterman has served as a member and the Chairman

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

Bitterman served as the Interim Executive

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

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 Chairman 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.

Bradford has served as a member of our 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, Ms.

Bradford strategically led

all global human resource programs and initiatives, including talent management, at multiple levels of the organization.

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.

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.

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 1978 to 1982.

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 a B.S.

degree with an emphasis

on accounting and statistics from Walsh College and is a Certified Public Accountant.

Geert Cauwenbergh, Dr.

has served as a member of our Board

since 2012 and served as our Interim Principal Executive and Financial Officer from May 2022 to September 2022.

He previously served as

our President and Chief Executive Officer from April 2012 to November 2018, and as our Chief Executive Officer from November 2018 until

his retirement in March 2019.

Cauwenbergh served as Chairman and Chief Executive Officer of RHEI Pharmaceuticals, Inc., a private

company that develops and commercializes proprietary drug therapies, from 2008 to 2011.

Cauwenbergh founded Barrier Therapeutics,

Inc., a biopharmaceutical company focused on dermatology drug development, until its acquisition by Stiefel Laboratories, Inc.

Prior to Barrier Therapeutics, Inc.

Cauwenbergh was employed by Johnson & Johnson for 23 years where he held a number of ascending

senior management positions.

He currently serves as a director of Legacy Health Care (Switzerland).

Cauwenbergh received his Doctorate

in Medical Sciences from the Catholic University of Leuven, Faculty of Medicine (Belgium), where he also completed his masters and undergraduate

Ferrara has served as a member of our 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.

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 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.

in Accounting

from Lehigh University and is a Certified Public Accountant.

Freeman, Ph.D.

has served has a member of our Board

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 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

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

Freeman has also served as a Senior Advisor

since July 2018.

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, St.

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 our Board since

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, Dr.

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.

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,

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.

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

May 2013, Dr.

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

Since 2004, Dr.

Lockshin has served as a Director of the Ruth K.

Broad Biomedical Research Foundation, a Duke University Support

Since May 2013, Dr.

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.

in Biological Chemistry from the Massachusetts

Institute of Technology.

Executive Officers

As of the date of this Annual Report on Form 10-K, we have only one

executive officer, Robert Bitterman, who serves as our President and Chief Executive Officer.

Certain biographical information regarding

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

we have only one executive officer, Robert Bitterman, who serves as our President and Chief Executive Officer.

Certain biographical information

regarding Mr.

Bitterman is set forth above.

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Audit Committee

We have a separately-designated standing audit committee established in

accordance with Section 3(a)(58)(A) of the Exchange Act.

The Audit Committee is comprised of Mr.

Ferrara (Chairman), Ms.

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

of Rule 10A-3 of the Securities Exchange Act of 1934, as amended, (the “ Exchange Act ”) and the current Nasdaq independence

standards, and the Board has determined that 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.

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

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

Ferrara (Chairman),

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, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons

performing similar functions.

Our Code of Business Conduct and Ethics, as well as other corporate governance materials, is located on

our website at www.phiopharma.com .

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.

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 the amendment

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s directors,

executive officers and greater-than-10% stockholders to file forms with the SEC to report their ownership of Company securities and any

changes in ownership.

We have reviewed all forms filed electronically with the SEC.

Based on that review and on written information given

to us by our officers and directors, we believe that all of our directors, officers and greater-than-10% stockholders filed the required

reports on a timely basis under Section 16(a) during 2022, except for director Patricia Bradford, who on September 26, 2022 filed a Form

4 that was due August 11, 2022.

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.

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.”

Our named executive officers with respect to the fiscal year that ended on December 31, 2022 are Robert J.

Bitterman, Geert Cauwenbergh,

Sc., our former interim Principal Executive and Financial officer and Gerrit Dispersyn, Dr.

Sc., our former President and

Chief Executive Officer.

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 NEO.

Our NEO with respect to the fiscal year that ended on December 31, 2023 is Robert J.

Summary Compensation Table

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President and Chief Executive Officer

Geert Cauwenbergh, Dr.

Former interim Principal Executive and Financial Officer

Gerrit Dispersyn, Dr.

Former President and Chief Executive Officer

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.

The amounts shown reflect the annual cash bonus earned for performance for each respective year under the Company’s Incentive Bonus Program.

The annual cash bonus for fiscal years 2022 and 2021 was paid in March of the subsequent year, respectively.

Represents amounts for the dollar value of life

insurance premiums paid, except as noted in footnote 6 below.

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 10 to our consolidated financial statements included elsewhere in this Annual Report for further information.

Reflects the annual cash bonus earned for performance for each respective year under the Company’s Incentive Bonus Program.

Bitterman did not receive an annual cash bonus in 2023 or 2022.

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

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.

The amounts listed in fiscal year 2021 reflect the compensation paid to Mr.

Bitterman as a member of our Board of Directors.

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.

The amounts listed in fiscal year 2022 reflect the compensation paid to Mr.

Bitterman as a member of our Board of Directors, totaling $46,112, and as our Interim Executive Chairman, totaling $63,268.

Cauwenbergh has served as a member of the

Company’s Board of Directors since 2012 and served as the Company’s interim Principal Executive and Financial Officer

from May 2022 to September 2022.

Cauwenbergh was paid $37,500 in compensation in fiscal year 2022 as the Company’s interim

Principal Executive and Financial Officer, which is included within the “Salary” heading of the Summary Compensation

All other compensation listed in the Summary Compensation Table reflects the compensation paid to Dr.

Cauwenbergh as a member

of our Board of Directors.

Dispersyn served as the Company’s President and Chief Executive Officer from March 2019 to May 2022.

Included within the “All Other Compensation” heading of the Summary Compensation Table is $202,500 in severance payments made to Dr.

Dispersyn in connection with his termination consistent with and subject to the conditions set forth in his employment agreement.

Bitterman as a member of our Board, totaling $46,112, and as our Interim Executive Chairman, totaling $63,268.

Effective as of October 16, 2023, Mr.

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

Outstanding Equity Awards at Fiscal Year-End

The following table shows information regarding outstanding equity

awards as of December 31, 2022 for our named executive officers:

awards as of December 31, 2023 for our NEO:

Option Awards

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Bitterman (2)

Geert Cauwenbergh, Dr.

Gerrit Dispersyn, Dr.

Value is based on the closing price of $0.76 of the Company’s common stock on December 29, 2023.

The equity awards granted to Mr.

Bitterman vest in one installment on the first anniversary of the grant date.

The equity awards granted to Dr.

Cauwenbergh from 2013 and 2018 vested over four years commencing on the first anniversary of the grant date.

The equity award granted to Dr.

Cauwenbergh in 2022 vests in one installment 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 Company's Board of Directors (the “ Compensation

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.

The equity award granted to Mr.

Bitterman on February 20, 2023 will vest over two years commencing 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:

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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 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.

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

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.

Annual incentive bonus payouts to

our named executive officers are disclosed in the Summary Compensation Table above.

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.

Our NEO received no annual incentive bonus payments in 2023 or 2022.

Equity Incentive

We maintain our 2020 Long Term Incentive Plan (“ 2020 Plan ”)

pursuant to which we currently grant RSU awards to eligible participants.

Grants of restricted stock units under this

plan to our named executive officers are disclosed in the Summary Compensation Table and Outstanding Equity Awards at Fiscal Year-End

We maintain our Phio Pharmaceuticals Corp.

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

Grants of restricted stock units under this plan to our NEO is disclosed in the Summary Compensation Table and Outstanding Equity Awards

at Fiscal Year-End table above.

Employment and Change of Control Agreements

The following provides descriptions of the employment agreements that

are currently or were in effect for our named executive officers:

The following provides description of the employment

agreement that is currently in effect for our NEO:

Bitterman was appointed President and Chief

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through each such vesting date.

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.

Effective as of October 16, 2023, Mr.

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

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

Bitterman without good reason, the

Company shall pay to Mr.

Bitterman the Accrued Benefits through the date of termination.

Bitterman’s employment is terminated by Mr.

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

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 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

Bitterman is eligible to participate in the

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

Geert Cauwenbergh, Dr.

In connection with his appointment as the Company’s interim Principal

Executive Officer and Principal Financial Officer, Dr.

Cauwenbergh received a monthly cash payment of $7,500.

Gerrit Dispersyn, Dr.

We entered into an employment agreement with Dr.

Dispersyn effective April

24, 2017 as our Chief Development Officer.

As Chief Development Officer, Dr.

Dispersyn was entitled to receive an initial base salary

of $285,000 per annum, as well as a performance bonus of up to 30% of his base salary, subject to the achievement of performance goals

to be established annually.

In connection with Dr.

Dispersyn’s appointment to Chief Development Officer, he received a stock option

entitling him to purchase 14 shares of the Company’s common stock, which were subject to vesting in equal monthly installments over

four years following the date of grant.

Dispersyn served as the Company’s President and Chief Executive

Officer from March 2019 to May 2022.

As President and Chief Executive Officer, Dr.

Dispersyn was entitled to an initial base salary of

$380,000 per annum, as well as a performance bonus of up to 50% of his base salary, subject to the achievement of performance goals to

be established annually.

As a one-time award in connection with his appointment on March 1, 2019, Dr.

Dispersyn received RSUs settleable

for 617 shares of the Company’s common stock, which was subject to vesting in equal annual installments over four years.

Dispersyn’s employment agreement provided that, upon termination

Dispersyn’s employment without cause by us, he would be entitled to payment of:

(1) any accrued but unpaid salary and unused

vacation as of the date of his termination;

(2) six months of salary from the date of termination;

and (3) continued participation, at

our expense, during the applicable six-month severance period in our sponsored group medical and dental plans.

Effective May 5, 2022,

Dispersyn’s employment with the Company ended, which was treated as a termination without “cause,” and Dr.

became entitled to receive severance benefits totaling $202,500 consistent with the above and subject to the conditions set forth in the

separation agreement between Dr.

Dispersyn and the Company.

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.

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 NEO 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 NEO, 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 2023

and 2022 fiscal years.

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

Summary Compensation Table Total for PEO

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

Summary Compensation Table Total

Grant Date Fair Value of Stock Awards and Option Awards from Summary Compensation Table

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

Year-Over-Year Difference of Year-End Fair

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

Year-Over-Year Difference of Year-End Fair Value of Prior Years’ Awards Vested During Year

Fair Value at Prior Year-end for Prior Years’ Awards that Fail to Meet Vesting Conditions During Year

Compensation Actually Paid

Total shareholder return as calculated based on a fixed investment of $100 measured from the market close on December 31, 2021 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, 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 1,667 RSUs, 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 1,500 RSUs, 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.

Non-Employee Director Compensation Table

The following table shows the compensation to the Company’s non-employee

directors in fiscal year 2022.

We compensate our non-employee directors for their service as

a member of our Board.

The following table shows the compensation to

the Company’s non-employee directors in fiscal year 2023.

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, and Geert Cauwenbergh, Dr.

Sc., who served as the Company’s interim Principal Executive Officer and interim Principal

Financial Officer from May 2022 to September 2022, in connection with their service as directors of the Company is set forth above in

the Summary Compensation Table due to Mr.

Bitterman and Dr.

Cauwenbergh’s status as named executive officers of the Company.

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 a NEO of the Company.

Fees Earned or

Paid in Cash ($)

Paul Dorman (2)

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”.

Dorman did not be stand for reelection at the 2022 Annual Stockholder Meeting held on August 8, 2022 and served as a director until the end of his term.

As of December 31, 2022, the aggregate number of shares underlying

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

Bradford — 1,667 RSUs, Robert L.

834 RSUs, Jonathan E.

As of December 31, 2023, the aggregate number

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

Bradford — 1,500 RSUs, Robert

Ferrara — 1,500 RSUs, Jonathan E.

Freeman, Ph.D.

1 unchanged sentence

Lockshin, Ph.D.

— 5 option awards and 834

Bitterman and Dr.

Cauwenbergh’s outstanding equity awards are also included in the Outstanding Equity Awards at Fiscal

Year-End table above due to their status as named executive officers during the fiscal year ended December 31, 2022.

Upon his appointment to President and Chief Executive Officer of the Company

effective February 20, 2023, Mr.

Bitterman ceased receiving compensation in connection with his positions as a director of the Company,

including as Chairman of the Board.

4 option awards and 1,500 RSUs.

Bitterman’s 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, 2023.

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 February 28, 2023 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 February 28, 2023, or within 60 days of February 28, 2023, 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., 257 Simarano Drive, Suite 101, 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 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 15, 2024 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 15, 2024, or within 60 days of March 15, 2024,

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., 257 Simarano Drive, Suite 101, Marlborough, MA 01752.

Shares Beneficially Owned

4 unchanged sentences

Bitterman (4)

Geert Cauwenbergh, Dr.

Robert Ferrara

1 unchanged sentence

Lockshin, Ph.D.

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

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

__________________

Indicates less than 1%.

Represents shares of common stock held as of February 28, 2023 plus shares of common stock that may be acquired upon the exercise of options and warrants within 60 days of February 28, 2023.

Based on 1,137,318 shares of common stock that were issued and outstanding as of February 28, 2023.

Shares not outstanding but deemed beneficially owned by virtue of the right of a person to acquire them as of February 28, 2023, or within 60 days of February 28, 2023, are treated as outstanding only when determining the ownership and voting power for each person (or all directors and executive officers as a group).

Based solely on information set forth in a Schedule 13G/A filed with the SEC on February 8, 2023 by Intracoastal Capital LLC (“ Intracoastal ”), Mitchell P.

Represents shares of common stock held as of March 15, 2024 plus shares of common stock that may be acquired upon the exercise of options and warrants within 60 days of March 15, 2024.

Based on 4,591,700 shares of common stock that were issued and outstanding

as of March 15, 2024.

Shares not outstanding but deemed beneficially owned by virtue of the right of a person to acquire them as of March

15, 2024, or within 60 days of March 15, 2024, are treated as outstanding only when determining the ownership and voting power for each

person (or all directors and executive officers as a group).

Based solely on shares of common stock issuable upon the exercise of warrants

held by Intracoastal Capital LLC (“ Intracoastal ”), Mitchell P.

Kopin ”) and Daniel B.

1 unchanged sentence

Kopin and Mr.

Asher may be deemed to have beneficial ownership of 67,654 shares of common stock consisting of (i) 17,845 shares of common stock issuable upon exercise of a warrant held by Intracoastal (“ Intracoastal Warrant 1 ”), (ii) 19,271 shares of common stock issuable upon exercise of a second warrant held by Intracoastal (“ Intracoastal Warrant 2 ”), (iii) 30,538 shares of common stock issuable upon exercise of a third warrant held by Intracoastal (“ Intracoastal Warrant 3 ”), and all such shares of common stock represented beneficial ownership of approximately 5.6% of the common stock, based on (1) 1,138,997 shares of common stock outstanding as of November 17, 2022, as reported by the Issuer, plus (2) 17,845 shares of common stock issuable upon exercise of Intracoastal Warrant 1, (3) 19,271 shares of common stock issuable upon exercise of Intracoastal Warrant 2 and (4) 30,538 shares of common stock issuable upon exercise of Intracoastal Warrant 3.

The foregoing excludes (I) 4,625 shares of common stock issuable upon exercise of a fourth warrant held by Intracoastal (“ Intracoastal Warrant 4 ”) because Intracoastal Warrant 4 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 4 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% of the common stock and (II) 342 shares of common stock issuable upon exercise of a fifth warrant held by Intracoastal (“ Intracoastal Warrant 5 ”) because Intracoastal Warrant 5 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 5 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% of the common stock.

Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 72,621 shares of common stock.

The principal business office of Mr.

Asher may be deemed to have beneficial ownership of 509,622

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.

Based upon a Schedule 13G/A filed on February 6, 2024, Intracoastal and Messrs.

Kopin and Asher would

be deemed to have beneficial ownership of 1,177,723 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.

Includes 5 stock options exercisable within 60 days of February 28, 2023.

Includes 46 stock options exercisable within 60 days of February 28, 2023.

Includes 1 stock option exercisable within 60 days of February 28, 2023.

Includes 5 stock options exercisable within 60 days of February 28, 2023.

Includes 4 stock options exercisable within 60 days of March 15, 2024.

Includes 1 stock option exercisable within 60 days of March 15, 2024.

Includes 4 stock options exercisable within 60 days of March 15, 2024.

Equity Compensation Plan Information

The following table sets forth certain information, as of December

31, 2022, about the securities authorized for issuance under our equity compensation plans, which consisted 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

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 following table sets forth certain information

as of December 31, 2023 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.

Plan Category

16 unchanged sentences

___________________

Includes options outstanding representing 141 shares of common stock under the 2020 Plan.

Also includes 47,328 RSUs subject to the 2020 Plan.

Includes 10,084 outstanding options and 49,683 unvested RSUs under the 2020 Plan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Our Board, with the assistance of the Audit Committee, reviews and

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.

5 unchanged sentences

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

Since the past two 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 or (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 Form 10-K.

During the past two 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 Form

Indemnification Agreements

9 unchanged sentences

On an annual basis, the Board reviews the

independence of all directors under the applicable 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.

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 be independent and that our Audit Committee members

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

Our 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.

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

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, 2023 and 2022.

All fees incurred in fiscal years 2023 and 2022 for services rendered

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

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

Audit-Related Fees

2 unchanged sentences

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

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

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

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

2 unchanged sentences

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.

Pre-Approval Policies and Procedures

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

services provided by our auditors must be approved in advance by our Audit Committee to ensure that such services do not impair the auditors’

independence from us.

Accordingly, the Audit Committee reviews and pre-approves all audit and non-audit services performed by its 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 auditor’s independence.

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.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

5 unchanged sentences

not applicable, or are not required by smaller reporting companies.

by Reference Herein

Incorporated by Reference Herein

Amended and Restated Certificate of Incorporation of Phio Pharmaceuticals Corp.

13 unchanged sentences

Form of Warrant.

Current Report on Form 8-K (File No.

April 11, 2018

Form of Placement Agent Warrant.

Current Report on Form 8-K (File No.

April 11, 2018

Form of Warrant.

Amendment No.

1 unchanged sentence

September 28, 2018

Form of Underwriter Warrant.

Current Report on Form 8-K (File No.

October 5, 2018

Form of Placement Agent Warrant.

19 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.

Current Report on Form 8-K (File No.

December 8, 2023

Description of Securities Registered Pursuant to Section 12(b) of the Securities Exchange Act of 1934.

Annual Report on Form 10-K (File.

March 26, 2020

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.

Registration Statement on Form S-1 (File No.

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.

Registration Statement on

Form S-8 (File No.

December 23, 2020

2020 Long Term Incentive Plan, as amended and restated.

Quarterly Report on Form 10-Q (File No.

November 9, 2023

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

1 unchanged sentence

March 25, 2021

Form of Nonqualified Stock Option Award under the Company’s 2020 Long Term Incentive Plan.

Annual Report on Form 10-Q (File.

November 9, 2023

Phio Pharmaceuticals Corp.

2 unchanged sentences

November 12, 2019

Form of Restricted Stock Unit Award under the Company’s 2012 Long Term Incentive Plan.

Form of Restricted Stock Unit Award under the Company’s 2012 Long Term Incentive Plan, as amended.

Amendment No.

the Registration Statement on Form S-1 (File No.

2 to the Registration Statement on Form S-1 (File No.

December 29, 2011

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.

Registration Statement on Form S-1 (File No.

September 18, 2013

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.

Registration Statement on Form S-1 (File No.

September 18, 2013

RXi Pharmaceuticals Corporation Employee Stock Purchase Plan.

Registration Statement on

Form S-8 (File No.

Registration Statement on Form S-8 (File No.

August 24, 2018

1 unchanged sentence

Amendment No.

the Registration Statement on Form S-1 (File No.

Separation Agreement, date May 5, 2022, by and between Phio Pharmaceuticals Corp.

and Gerrit Dispersyn, Dr.

Agreement, dated February 20, 2023, by and between Phio Pharmaceuticals Corp.

3 to the Registration Statement on Form S-1 (File No.

January 23, 2012

Employment Agreement, dated February 20, 2023, by and between Phio Pharmaceuticals Corp.

and Robert Bitterman.

Current Report on Form 8-K

Current Report on Form 8-K (File No.

February 22, 2023

Subscription and Investment Representation Agreement, dated November 16, 2022, by and between Phio Pharmaceuticals Corp.

and Robert Bitterman.

Current Report on Form

8-K (File No.

November 16, 2022

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.

Current Report on Form 8-K (File No.

December 20, 2013

First Amendment to Lease dated January 22, 2019.

Current Report on Form 8-K

Current Report on Form 8-K (File No.

January 28, 2019

2 unchanged sentences

January 25, 2021

Consent of BDO USA, LLP, an Independent Registered Public Accounting Firm.

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

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

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

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

Phio Pharmaceuticals Corp.

Incentive Compensation Recovery Policy.

Inline XBRL Instance Document.*

5 unchanged sentences

The cover page for this report, formatted in Inline XBRL (included in Exhibit 101).*

_________________

Filed herewith.

1 unchanged sentence

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.

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.

7 unchanged sentences

(as Principal Executive and Financial Officer)

March 22, 2023

April 1, 2024

Pursuant to the requirements of the Securities

3 unchanged sentences

(Principal Executive Officer and Principal Financial

March 22, 2023

April 1, 2024

Caitlin Kontulis

1 unchanged sentence

(Principal Accounting Officer)

March 22, 2023

April 1, 2024

Patricia Bradford

March 22, 2023

Geert Cauwenbergh, Dr.

March 22, 2023

April 1, 2024

Freeman, Ph.D.

March 22, 2023

April 1, 2024

/s/ Curtis A.

Lockshin, Ph.D.

March 22, 2023

April 1, 2024

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