Phio Pharmaceuticals Corp. 10-Q

ITEM 5. OTHER INFORMATION During the three months ended September 30, 2024, no director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K. ITEM 6. EXHIBITS EXHIBIT INDEX Incorporated by Reference Herein Exhibit 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 Amended and Restated Bylaws of Phio Pharmaceuticals Corp. Current Report on Form 8-K (File No. 001-36304) May 2, 2022 4.1 Form of Series C/D Warrant, dated July 12, 2024. Current Report on Form 8-K (File No. 001-36304) July 12, 2024 4.2 Form of Placement Agent Warrant, dated July 12, 2024. Current Report on Form 8-K (File No. 001-36304) July 12, 2024 10.1 Form of Inducement Letter Agreement, dated July 12, 2024, by and between Phio Pharmaceuticals Corp. and the Holders. Current Report on Form 8-K (File No. 001-36304) July 12, 2024 10.2 Offer Letter, executed July 16, 2024, by and between the Company and Robert M. Infarinato. Current Report on Form 8-K (File No. 001-36304) August 1, 2024 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. ** 32.2 Sarbanes-Oxley Act Section 906 Certification of 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. 25 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. Phio Pharmaceuticals Corp. By: /s/ Robert J. Bitterman Robert J. Bitterman President and Chief Executive Officer (as Principal Executive Officer) Date: November 14, 2024 By: /s/ Robert M. Infarinato Robert M. Infarinato Vice President, Chief Financial Officer (as Principal Financial Officer) Date: November 14, 2024 26