Phio Pharmaceuticals Corp. 10-Q

ITEM 5. OTHER INFORMATION During the three months ended March 31, 2025, no director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K. ITEM 6. EXHIBITS EXHIBIT INDEX Exhibit Incorporated by Reference Herein Number Description Form Date 3.1 Amended and Restated Certificate of Incorporation of Phio Pharmaceuticals Corp.   Current Report on Form 8-K (File No. 001-36304) November 19, 2018 3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Phio Pharmaceuticals Corp.   Current Report on Form 8-K (File No. 001-36304)   January 14, 2020 3.3 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Phio Pharmaceuticals Corp. Current Report on Form 8-K (File No. 001-36304) January 25, 2023 3.4 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Phio Pharmaceuticals Corp. Current Report on Form 8-K (File No. 001-36304) July 2, 2024 3.5 Certificate of Designation of Series D Preferred Stock, dated November 16, 2022. Current Report on Form 8-K (File No. 001-36304) November 16, 2022 24 3.6 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 Warrant. Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-221173) September 28, 2018 4.2 Form of Placement Agent Warrant. Current Report on Form 8-K (File No. 001-36304) November 19, 2019 4.3 Form of Warrant. Current Report on Form 8-K (File No. 001-36304) February 6, 2020 4.4 Form of Warrant. Current Report on Form 8-K (File No. 001-36304) February 13, 2020 4.5 Form of Underwriter Warrant. Current Report on Form 8-K (File No. 001-36304) February 13, 2020 4.6 Form of Warrant. Current Report on Form 8-K (File No. 001-36304) April 2, 2020 4.7 Form of Common Stock Warrant. Current Report on Form 8-K (File No. 001-36304) January 25, 2021 4.8 Form of Placement Agent Warrant. Current Report on Form 8-K (File No. 001-36304) February 17, 2021 4.9 Form of Series A Common Stock Warrant. Current Report on Form 8-K (File No. 001-36304) April 20, 2023 4.10 Form of Series B Common Stock Warrant. Current Report on Form 8-K (File No. 001-36304) April 20, 2023 4.11 Form of Existing Warrant Amendment. Current Report on Form 8-K (File No. 001-36304) April 20, 2023 4.12 Form of Series A Common Stock Warrant. Current Report on Form 8-K (File No. 001-36304) June 2, 2023 4.13 Form of Series B Common Stock Warrant. Current Report on Form 8-K (File No. 001-36304) June 2, 2023 4.14 Form of Series A/B Warrant. Current Report on Form 8-K (File No. 001-36304) December 8, 2023 4.15 Form of Placement Agent Warrant. Current Report on Form 8-K (File No. 001-36304) December 8, 2023 4.16 Form of Series C/D Warrant. Current Report on Form 8-K (File No. 001-36304) July 12, 2024 4.17 Form of Placement Agent Warrant. Current Report on Form 8-K (File No. 001-36304) July 12, 2024 25 4.18 Form of Series E Common Stock Warrant. Current Report on Form 8-K (File No. 001-36304) December 20, 2024 4.19 Form of Placement Agent Warrant. Current Report on Form 8-K (File No. 001-36304) December 20, 2024 4.20 Form of Series F Common Stock Warrant. Current Report on Form 8-K (File No. 001-36304) December 26, 2024 4.21 Form of Placement Agent Warrant. Current Report on Form 8-K (File No. 001-36304) December 26, 2024 4.22 Form of Series G Common Stock Warrant. Current Report on Form 8-K (File No. 001-36304) January 14, 2025 4.23 Form of Placement Agent Warrant. Current Report on Form 8-K (File No. 001-36304) January 14, 2025 4.24 Form of Series H Common Stock Warrant. Current Report on Form 8-K (File No. 001-36304) January 15, 2025 4.25 Form of Placement Agent Warrant. Current Report on Form 8-K (File No. 001-36304) January 15, 2025 4.26 Form of Series I Common Stock Warrant. Current Report on Form 8-K (File No. 001-36304) January 17, 2025 4.27 Form of Placement Agent Warrant. Current Report on Form 8-K (File No. 001-36304) January 17, 2025 10.1 Form of Securities Purchase Agreement, dated January 13, 2025, Current Report on Form 8-K (File No. 001-36304) January 14, 2025 by and between the Company and each of the Purchasers signatory thereto. 10.2 Form of Securities Purchase Agreement, dated January 14, 2025, Current Report on Form 8-K (File No. 001-36304) January 15, 2025 by and between the Company and each of the Purchasers signatory thereto. 10.3 Form of Securities Purchase Agreement, dated January 16, 2025, Current Report on Form 8-K (File No. 001-36304) January 17, 2025 by and between the Company and each of the Purchasers signatory thereto. 10.4# First Amendment to the Employment Agreement of Robert J. Bitterman, dated March 25, 2025, by and between the Company and Robert Bitterman. Annual Report on Form 10-K (File No. 001-36304) March 31, 2025 26 31.1 Sarbanes-Oxley Act Section 302 Certification of Principal Executive Officer.* 31.2 Sarbanes-Oxley Act Section 302 Certification of Principal Financial Officer.* 32.1 Sarbanes-Oxley Act Section 906 Certification of Principal Executive Officer and Principal Financial Officer.** 101.INS Inline XBRL Instance Document.* 101.SCH Inline XBRL Taxonomy Extension Schema Document.* 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.* 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.* 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.* 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.* 104 The cover page for this report, formatted in Inline XBRL (included in Exhibit 101).* _________________ * Filed herewith. ** Furnished herewith and not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section or incorporated by reference into any filing under the Securities Act or the Exchange Act. # Indicates a management contract or compensatory plan or arrangement. 27 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on May 15, 2025. Phio Pharmaceuticals Corp. By: /s/ Robert J. Bitterman Robert J. Bitterman President and Chief Executive Officer (as Principal Executive Officer) By: /s/ Robert M. Infarinato Robert M. Infarinato Chief Financial Officer (as Principal Financial Officer) 28