What changed in this filing

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Item 9A. Controls and Procedures

2025-03-31 compared with 2024-04-01 · 388 added, 229 removed, 467 unchanged (57% of the section changed)

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Our management, with the participation of our Principal

Executive Officer (who is also acting as 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.

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

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

Executive Officer (who is also acting as our Principal Financial Officer), concluded that our disclosure controls and procedures were

effective at the reasonable assurance level as of such date.

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

assurance level as of such date.

Management’s Annual Report on Internal Control Over Financial

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting.

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

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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, 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.

Our management assessed the effectiveness of our internal

control over financial reporting as of December 31, 2024.

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

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

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

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

Attestation Report of the Registered Public Accounting Firm

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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

Trading Plans

During the three months ended December 31, 2024, no

director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as

each term is defined in Item 408(a) of Regulation S-K.

Employment Agreement Amendment

On March 25, 2025, we and Robert Bitterman entered

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

Bitterman, dated February 20, 2023 (the

“Existing Employment Agreement”).

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

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

Bitterman’s then-current base salary that Mr.

Bitterman is entitled

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

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

severance of six (6) months.

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

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

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

The description of the Amendment is a

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

herein by reference.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Board of Directors

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

and Year First Became a Director

Position(s) with

Set forth below are the present directors and executive

officers of the Company as of March 20, 2025.

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

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

Name and Year First Became a Director

(if applicable)

Position(s) with the Company

Bitterman (2012)

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

Vice President, Chief Financial Officer

Bradford (2022)

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Lockshin, Ph.D.

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

Deming (2025)

Bitterman has served as a member and

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

Bitterman served as the Interim

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

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

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

by Biofrontera, Inc., USA in March 2019.

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Causa) from the New York College of Podiatric Medicine.

Infarinato, CPA, JD joined Phio

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

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

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

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

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

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

He currently is registered/licensed

as an Attorney at Law and a Certified Public Accountant.

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

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

Bradford has served as a member

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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.

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.

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Freeman, Ph.D.

has served as

a member of the Board since 2017.

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

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

Anthos Therapeutics

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.

has served as a member

of the Board since 2017.

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

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

Anthos Therapeutics Inc.

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

Freeman has also served as a Senior Advisor since July

From 2017 to June 2018, Dr.

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

company developing therapies for immune-mediated diseases.

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

developing therapies for immune-mediated diseases.

Prior to his role with Vedanta Biosciences, Dr.

Freeman was the Senior Vice

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

company, from 2008 to 2016.

Freeman was the Senior Vice President

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

from 2008 to 2016.

Freeman received a Ph.D.

in Molecular Pharmacology and Drug Metabolism from the Imperial Cancer Research

Fund (now CRUK), an M.A.

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

University, 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,

Lockshin, Ph.D.

has served as

a member of the Board since 2013.

has served as a member

of the Board since 2013.

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

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Institute of Technology.

Executive Officers

Deming has served as a member of the

Board since February 2025.

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

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

Deming has also been a Senior

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

From April 2013 to February 2018, Mr.

Deming served

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

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

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

Deming began his career at J.P.

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

from 1991 to 2003.

Deming received a B.A.

in Economics from Hobart College.

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.

There are no family relationships among any of our directors or executive officers.

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

serves as our Vice President and Chief Financial Officer.

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

set at six directors.

Audit Committee

We have a separately-designated standing audit

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

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

Ferrara (Chairman),

We have a separately-designated standing audit committee

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

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

Ferrara (Chairman), Ms.

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.

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

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

Insider Trading Arrangements and Policies

We are committed

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

As part of this commitment,

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

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

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

listing standards applicable to us.

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

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 NEO.

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

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, 2024 are Robert J.

Bitterman and

Summary Compensation Table

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President and Chief Executive Officer

Infarinato (4)

Vice President and Chief Financial 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.

See Note 9 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.

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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, 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.

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

Outstanding Equity Awards at Fiscal Year-End

The following table shows information regarding outstanding equity

awards as of December 31, 2023 for our NEO:

The following table shows information regarding outstanding equity awards

as of December 31, 2024 for our NEOs:

Option Awards

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Bitterman (2)

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

Infarinato (3)

Value is based on the closing price of $1.80 of Common Stock on December 31, 2024.

The equity awards granted to Mr.

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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.

Bitterman on September 11, 2024 will vest in full on the first anniversary of the grant date.

The equity awards granted to Mr.

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

When reviewing and approving our executive compensation

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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

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

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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.

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

Equity Incentive

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.

We maintain the Phio Pharmaceuticals Corp.

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

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

Year-End tables above.

The Compensation Committee last granted a stock option

in October 2023.

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

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

compensation, and we have no plan to do so.

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

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

Employment and Change of Control Agreements

The following provides description of the employment

agreement that is currently in effect for our NEO:

Bitterman was appointed President and Chief

Executive Officer and entered into an employment agreement, dated February 20, 2023, pursuant to which he will be entitled to an initial

annual base salary of $440,000 and will be 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.

agreements that are currently in effect for our NEOs:

Bitterman was appointed President and Chief Executive

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

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

performance goals established annually by the Board.

In connection with his appointment, the Company granted Mr.

RSUs settleable for 11,000 shares of the Company's common stock under the Company's 2020 Plan.

The RSUs will vest in two equal annual

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

Bitterman’s continuous service with the Company

through each such vesting date.

Bitterman RSUs settleable

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

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

anniversary of the date of grant.

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’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,

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

Infarinato was appointed

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

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

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

In connection with his appointment,

the Company granted Mr.

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

The RSUs vest in equal annual

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

Infarinato’s continuous service

with us through each such vesting date.

Infarinato’s employment

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

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

Infarinato is eligible

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

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.

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

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2023 and 2022 fiscal years.

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

The Company appointed Robert M.

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

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

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

Summary Compensation Table Total for PEO

Value of Initial Fixed $100 Investment Based On

Total Shareholder Return

Summary Compensation Table Total for Non-PEO NEO

Value of Initial Fixed $100 Investment Based On Total

Shareholder Return

Net Income (Loss)

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

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:

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

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

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

reflects the following exclusions and inclusions for the Non-PEO NEO 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

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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.

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

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

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).

The following charts shown below illustrate the relationship

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

our (1) total

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

Director Compensation

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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.

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

The Compensation Committee and the Board reassess the

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

Non-employee directors are also reimbursed for their

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

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

Non-Employee Director Compensation Table

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.

The following table shows the compensation to the Company’s

non-employee directors in fiscal year 2024.

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 a NEO 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 an NEO of the Company.

As noted above, Mr.

Deming did not join

the Board until February 2025;

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

Fees Earned or

Paid in Cash ($)

Freeman, Ph.D.

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

As of December 31, 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.

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

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

Bradford — 8,000 RSUs, Robert L.

— 10,000 RSUs, Jonathan E.

Freeman, Ph.D.

— 1 option award and 1,500 RSUs, and Curtis A.

— 1,000 RSUs, and Curtis A.

Lockshin, Ph.D.

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.

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

the fiscal year ended December 31, 2024.

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

Security Ownership of Certain Beneficial Owners and Management

Based on information available to us and filings

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

Exchange Act) of our outstanding common stock for (i) each of our directors, (ii) each of our executive officers, (iii) all of our directors

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

Based on information available to us and filings with

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

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

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

The following

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

Beneficial ownership and percentage ownership are

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

This information

does not necessarily indicate beneficial ownership for any other purpose.

Under these rules, shares of common stock not outstanding but

deemed beneficially owned by virtue of the right of a person to acquire them as of March 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.

Beneficial ownership and percentage ownership are determined

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

This information does

not necessarily indicate beneficial ownership for any other purpose.

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

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

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

the percentage ownership of any other person.

Unless otherwise indicated and subject to applicable

2 unchanged sentences

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.

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

Shares Beneficially Owned

3 unchanged sentences

Directors and Named Executive Officers:

Bitterman (4)

Robert Ferrara

1 unchanged sentence

Lockshin, Ph.D.

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

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

__________________

1 unchanged sentence

Represents shares of Common Stock held as of March 20, 2025 plus shares of Common Stock that may be acquired upon the exercise of options and warrants within 60 days of March 20, 2025.

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.

Based on 4,778,154 shares of Common Stock that were issued and outstanding as of March 20, 2025.

Shares not outstanding but deemed beneficially owned by virtue of the right of a person to acquire them as of March 20, 2025, or within 60 days of March 20, 2025, are treated as outstanding only when determining the ownership and voting power for each person (or all directors and executive officers as a group).

Based on information provided by Intracoastal Capital LLC (“ Intracoastal ”).

Each of Intracoastal, Mitchell P.

Kopin ”) and Daniel B.

Each of Intracoastal, Mr.

Kopin and 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.

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

Certain of the warrants held by Intracoastal contain a blocker provision under which the holder thereof does not have the right to exercise its warrants to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 9.99% of the Company’s Common Stock.

Based upon information provided by Intracoastal, Intracoastal and Messrs.

Kopin and Asher would be deemed to have beneficial ownership of 1,045,576 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 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

17 unchanged sentences

Number of Securities

Remaining Available for

Future Issuance

Available for Future Issuance

Under Equity Compensation

Plans (Excluding

Securities Reflected in

First Column)

Securities Reflected in First Column)

Equity compensation plans approved by security holders (1)

3 unchanged sentences

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.

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

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

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

Furthermore, when stockholders

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

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

During the 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

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

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

Prior to the Board’s

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

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

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

Furthermore, when stockholders are

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

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

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

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

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

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

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

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

Executive Compensation of this Annual Report on

Indemnification Agreements

44 unchanged sentences

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.

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

5 unchanged sentences

Financial Statement Schedules

Certain schedules are omitted because they are

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

Certain schedules are omitted because they are not

applicable, or are not required by smaller reporting companies.

Incorporated by Reference Herein

2 unchanged sentences

November 19, 2018

Certificate of Amendment to the Amendment and Restated Certificate of Incorporation of Phio Pharmaceuticals Corp.

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Phio Pharmaceuticals Corp.

Current Report on Form 8-K (File No.

January 14, 2020

Certificate of Amendment to the Amendment and Restated Certificate of Incorporation of Phio Pharmaceuticals Corp.

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Phio Pharmaceuticals Corp.

Current Report on Form 8-K (File No.

January 25, 2023

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Phio Pharmaceuticals Corp.

Current Report on Form 8-K (File No.

Certificate of Designation of Series D Preferred Stock, dated November 16, 2022.

19 unchanged sentences

February 13, 2020

Incorporated by Reference Herein

Form of Warrant.

27 unchanged sentences

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

Annual Report on Form 10-K (File No.

April 1, 2024

Form of Series C/D Warrant

Current Report on Form 8-K (File No.

July 12, 2024

Form of Placement Agent Warrant

Current Report on Form 8-K (File No.

July 12, 2024

Form of Series E Common Stock Warrant

Current Report on Form 8-K (File No.

December 20, 2024

Form of Placement Agent Warrant

Current Report on Form 8-K (File No.

December 20, 2024

Incorporated by Reference Herein

Form of Series F Common Stock Warrant

Current Report on Form 8-K (File No.

December 26, 2024

Form of Placement Agent Warrant

Current Report on Form 8-K (File No.

December 26, 2024

Form of Series G Common Stock Warrant

Current Report on Form 8-K (File No.

January 14, 2024

Form of Placement Agent Warrant

Current Report on Form 8-K (File No.

January 14, 2024

Form of Series H Common Stock Warrant

Current Report on Form 8-K (File No.

January 15, 2024

Form of Placement Agent Warrant

Current Report on Form 8-K (File No.

January 15, 2024

Form of Series I Common Stock Warrant

Current Report on Form 8-K (File No.

January 17, 2024

Form of Placement Agent Warrant

Current Report on Form 8-K (File No.

January 17, 2024

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

23 unchanged sentences

December 29, 2011

Incorporated by Reference Herein

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

37 unchanged sentences

December 8, 2023

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

Current Report on Form 8-K (File No.

Incorporated by Reference Herein

Phio Pharmaceuticals Corp.

2020 Long Term Incentive Plan

Current Report on Form 8-K (File No.

June 21, 2024

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

Current Report on Form 8-K (File No.

July 12, 2024

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

Current Report on Form 8-K (File No.

August 1, 2024

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

Current Report on Form 8-K (File No.

December 20, 2024

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

Current Report on Form 8-K (File No.

December 26, 2024

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

Current Report on Form 8-K (File No.

January 14, 2025

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

Current Report on Form 8-K (File No.

January 15, 2025

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

Current Report on Form 8-K (File No.

January 17, 2025

First Amendment to the Employment Agreement of Robert J.

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

Insider Trading Policy .

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 Act Section 302 Certification of Principal Executive Officer.

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

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

1 unchanged sentence

Incentive Compensation Recovery Policy.

Annual Report on Form 10-K (File No.

April 1, 2024

Incorporated by Reference Herein

Inline XBRL Instance Document.*

11 unchanged sentences

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13

or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,

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.

2 unchanged sentences

President and Chief Executive Officer

(as Principal Executive and Financial Officer)

April 1, 2024

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.

(as Principal Executive Officer)

March 31, 2025

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

/s/ Robert J.

President, Chief Executive Officer and Director

(Principal Executive Officer and Principal Financial

April 1, 2024

Caitlin Kontulis

Vice President of Finance and Administration and Secretary

(Principal Accounting Officer)

April 1, 2024

(Principal Executive Officer)

March 31, 2025

/s/ Robert Infarinato

Robert Infarinato

Vice President and Chief Financial Officer

(Principal Financial Officer)

March 31, 2025

/s/ Patricia Bradford

Patricia Bradford

April 1, 2024

March 31, 2025

/s/ Robert L.

March 31, 2025

/s/ Jonathan E.

Freeman, Ph.D.

April 1, 2024

March 31, 2025

/s/ Curtis A.

Lockshin, Ph.D.

April 1, 2024

March 31, 2025

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