What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-14 compared with 2025-05-15 · 179 added, 139 removed, 443 unchanged (42% of the section changed)

17 unchanged sentences

Series D Preferred Stock, $ 0.0001 par value;

10,000,000 shares authorized, 0 issued and outstanding at March 31, 2025 and December 31, 2024

10,000,000 shares authorized, 0 issued and outstanding at June 30, 2025 and December 31, 2024

Common stock, $ 0.0001 par value, 100,000,000 shares authorized;

4,778,154 and 1,733,717 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

4,798,154 and 1,733,717 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

7 unchanged sentences

(Amounts in thousands, except share and per

Ended March 31,

Three Months Ended

Six Months Ended

Operating expenses:

3 unchanged sentences

Operating loss

Interest income, net

Other income (expense), net

Total other income (expense), net

Net loss per common share:

5 unchanged sentences

PHIO PHARMACEUTICALS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF

STOCKHOLDERS’ EQUITY

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

(Amounts in thousands, except share data)

For the Three Months Ended March 31, 2025

Additional Paid

For the Three and Six Months Ended June

Balance at December

$ ( 146,356 )

Issuance of common stock upon exercise of warrants

Issuance of common stock upon

exercise of warrants

Issuance of common stock and warrants,

net of offering costs of $ 1,278

Stock-based compensation expense

1 unchanged sentence

$ ( 148,125 )

For the Three Months Ended March 31, 2024

Stock-based compensation expense

Issuance of common stock upon

exercise of warrants

at June 30, 2025

$ ( 150,291 )

Additional Paid in

For the Three and Six Months Ended June 30, 2024

Balance at December 31, 2023

6 unchanged sentences

$ ( 141,360 )

Stock-based compensation expense

Balance at June 30, 2024

$ ( 143,206 )

The accompanying notes are an integral part of

3 unchanged sentences

(Amounts in thousands)

Three Months Ended

Six Months Ended

Cash flows from operating activities:

12 unchanged sentences

Cash paid for the purchase of property and equipment

Net cash used in investing activities

Net cash used in financing activities

Cash flows from financing activities:

93 unchanged sentences

there have been no material changes to the significant accounting policies disclosed in the Company’s 2024 Form 10-K.

Accounting Pronouncements

Recent Accounting Pronouncements

In December 2023, the Financial

55 unchanged sentences

The Company did no t recognize

expense with respect to the Clinical Co-Development Agreement during the three months ended March 31, 2025.

During the three months ending

March 31, 2024, the Company recognized approximately $ 50,000 of expense with respect to the Clinical Co-Development Agreement.

expense with respect to the Clinical Co-Development Agreement during the three and six months ended June 30, 2025.

During the three and

six months ending June 30, 2024, the Company recognized approximately $ 56,000 and $ 106,000 , respectively, of expense with respect to the

Clinical Co-Development Agreement.

The Company leases space for

17 unchanged sentences

The Company continues to lease the space on a month-to-month basis.

Monthly rent is approximately $ 2,500 .

Monthly rent is

approximately $ 2,500 .

In March 2025, the Company contracted with LifeSciences PA located at 411 Swedeland Road, King of Prussia, PA 19406 for access to

2 unchanged sentences

Operating lease costs included

in operating expense were approximately $ 8,400 and $ 33,000 for the three months ended March 31, 2025 and 2024, respectively.

Cash paid for the amounts

included in the measurement of the operating lease liability on the Company’s condensed consolidated balance sheets and included

within changes in the lease liability in the operating activities of the Company’s condensed consolidated statements of cash flows

was $ 0 and $ 35,000 for the three months ended March 31, 2025 and 2024, respectively.

in operating expense were approximately $ 8,400 and $ 0 for the three months ended June 30, 2025 and 2024, respectively.

Operating lease

costs included in operating expense were approximately $ 16,800 and $ 33,000 for the six months ended June 30, 2025 and 2024, respectively.

There was no cash paid for

the amounts included in the measurement of the operating lease liability on the Company’s condensed consolidated balance sheets

and included within changes in the lease liability in the operating activities of the Company’s condensed consolidated statements

of cash flows for the Company’s former corporate headquarters for the three months ended June 30, 2025 and 2024.

Cash paid for the

amounts included in the measurement of the operating lease liability on the Company’s condensed consolidated balance sheets and

included within changes in the lease liability in the operating activities of the Company’s condensed consolidated statements of

cash flows was $ 0 and $ 35,000 for the six months ended June 30, 2025 and 2024, respectively.

Stockholders’ Equity

May 2024 Financing

On May 16, 2024, the

Company entered into a purchase agreement (the “ Purchase Agreement ”) with Triton Funds LP

(“ Triton ”), pursuant to which the Company agreed to sell, and Triton agreed to purchase, upon the Company’s

request in one or more transactions, up to 95,833

shares of Common Stock at a purchase price of $ 6.48

per share (the “ Purchase Price ”), for aggregate gross proceeds of up to $ 621,000 .

The Company recorded expense of approximately $ 100,000 , primarily related to legal fees, in connection with the execution of the

Purchase Agreement with Triton.

On May 16, 2024, the Company

entered into a purchase agreement (the “ Purchase Agreement ”) with Triton Funds LP (“ Triton ”), pursuant

to which the Company agreed to sell, and Triton agreed to purchase, upon the Company’s request in one or more transactions, up to 95,833 shares

of Common Stock at a purchase price of $ 6.48 per share (the “ Purchase Price ”), for aggregate gross proceeds of

up to $ 621,000 .

The Company recorded expense of approximately $ 100,000 , primarily related to legal fees, in connection with the execution

of the Purchase Agreement with Triton.

On July 3, 2024, the Company terminated the Purchase Agreement with Triton effective immediately.

shares of Common Stock were sold by the Company pursuant to the Purchase Agreement prior to termination.

No shares of Common Stock were sold by the Company pursuant to the Purchase Agreement prior to termination.

July 2024 Financing

On July 11, 2024, the

Company entered into inducement letter agreements (the “ July 2024 Inducement Letter Agreements ”) with certain

holders of certain of the Company’s existing warrants to purchase up to an aggregate of 545,286

shares of Common Stock.

The existing warrants were originally issued in February 2020 through December 2023, having exercise prices

between $324.00 and $9.72 per share.

Pursuant to the July 2024 Inducement Letter Agreements, these warrants were exercised for cash

at a reduced exercise of $ 5.45

per share in consideration of the Company’s agreement to issue new unregistered five and one-half year term Series C warrants

to purchase up to 583,098 shares

of Common Stock at an exercise price of $ 5.45 and

new unregistered eighteen month term Series D warrants to purchase up to 507,474 shares

of Common Stock at an exercise price of $ 5.45 ,

both issued and sold at a price of $0.125 per warrant share (the “ July 2024 Financing ”).

In addition, the Company

issued warrants to H.C.

Wainwright & Co., LLC (the “ Placement Agent ”) to purchase a total of 40,896 shares of

Common Stock at an exercise price of $ 6.8125 per share.

The net proceeds to the Company from the July 2024 Financing were

approximately $ 2,646,000 ,

after deducting placement agent fees and offering expenses.

The Company incurred non-cash equity issuance costs of approximately

million for the incremental fair value of the outstanding equity classified warrants and approximately $ 0.2

On July 11, 2024, the Company

entered into inducement letter agreements (the “ July 2024 Inducement Letter Agreements ”) with certain holders of certain

of the Company’s existing warrants to purchase up to an aggregate of 545,286 shares of Common Stock.

The existing warrants

were originally issued in February 2020 through December 2023, having exercise prices between $324.00 and $9.72 per share.

the July 2024 Inducement Letter Agreements, these warrants were exercised for cash at a reduced exercise of $ 5.45 per share in consideration

of the Company’s agreement to issue new unregistered five and one-half year term Series C warrants to purchase up to 583,098 shares

of Common Stock at an exercise price of $ 5.45 and new unregistered eighteen month term Series D warrants to purchase up to 507,474 shares

of Common Stock at an exercise price of $ 5.45 , both issued and sold at a price of $0.125 per warrant share (the “ July 2024 Financing ”).

In addition, the Company issued warrants to H.C.

Wainwright & Co., LLC (the “ Placement Agent ”) to purchase a total

of 40,896 shares of Common Stock at an exercise price of $ 6.8125 per share.

The net proceeds to the Company from the July 2024 Financing

were approximately $ 2,646,000 , after deducting placement agent fees and offering expenses.

The Company incurred non-cash equity issuance

costs of approximately $ 2.4 million for the incremental fair value of the outstanding equity classified warrants and approximately

$ 0.2 million for placement agent warrants.

Pursuant to the terms of

the July 2024 Inducement Letter Agreements, in the event that the exercise of the existing warrants in the July 2024 Financing would

have otherwise caused a holder to exceed the beneficial ownership limitations set forth in the existing warrant, the Company issued

the number of shares that would not cause a holder to exceed such beneficial ownership limitation and agreed to hold such balance of

shares of Common Stock in abeyance.

Accordingly, an aggregate of 328,758

shares of Common Stock were held in abeyance (the “ July 2024 Abeyance Shares ”) with such July 2024 Abeyance

Shares evidenced through the holder’s existing warrants and which are deemed to be prepaid.

The July 2024 Abeyance Shares were

held until notice was received by the holder that the balance of the shares of Common Stock could be issued in compliance with such

beneficial ownership limitations and were exercised pursuant to a notice of exercise from the holder.

Until such time, the Abeyance

Shares were evidenced through the holder’s existing warrants and have been included in the Company’s table of

outstanding warrants below.

During the year ended December 31, 2024, all of the July 2024 Abeyance Shares were

Pursuant to the terms of the

July 2024 Inducement Letter Agreements, in the event that the exercise of the existing warrants in the July 2024 Financing would have

otherwise caused a holder to exceed the beneficial ownership limitations set forth in the existing warrant, the Company issued the number

of shares that would not cause a holder to exceed such beneficial ownership limitation and agreed to hold such balance of shares of Common

Stock in abeyance.

Accordingly, an aggregate of 328,758 shares of Common Stock were held in abeyance (the “ July 2024

Abeyance Shares ”) with such July 2024 Abeyance Shares evidenced through the holder’s existing warrants and which are deemed

to be prepaid.

The July 2024 Abeyance Shares were held until notice was received by the holder that the balance of the shares of Common

Stock could be issued in compliance with such beneficial ownership limitations and were exercised pursuant to a notice of exercise from

Until such time, the Abeyance Shares were evidenced through the holder’s existing warrants and have been included in

the Company’s table of outstanding warrants below.

During the year ended December 31, 2024, all of the July 2024 Abeyance

Shares were released.

December 19, 2024 Concurrent Registered Direct Offering and Private

87 unchanged sentences

Pursuant to the January

14, 2025 Securities Purchase Agreement, the Company offered and sold in the January 14, 2025 Registered Direct Offering 833,335

shares of Common Stock at a purchase price of $3.00

In the January 14, 2025 Private Placement, the Company also issued to such institutional and accredited investors

unregistered warrants to purchase up to 1,666,670

shares of Common Stock (the “ Series H Warrants ”).

Under the terms of the January 14, 2025 Securities

Purchase Agreement, for each share of Common Stock issued in the January 14, 2025 Registered Direct Offering, two

accompanying Series H Warrants were issued to the purchaser thereof.

Each Series H Warrant is exercisable for one share of Common

Stock at an exercise price of $ 3.00

per share and will expire on January 15, 2027 .

14, 2025 Securities Purchase Agreement, the Company offered and sold in the January 14, 2025 Registered Direct

Offering 833,335 shares of Common Stock at a purchase price of $3.00 per share.

In the January 14, 2025 Private Placement, the

Company also issued to such institutional and accredited investors unregistered warrants to purchase up to 1,666,670 shares of

Common Stock (the “ Series H Warrants ”).

Under the terms of the January 14, 2025 Securities Purchase

Agreement, for each share of Common Stock issued in the January 14, 2025 Registered Direct Offering, two accompanying

Series H Warrants were issued to the purchaser thereof.

Each Series H Warrant is exercisable for one share of Common Stock at an

exercise price of $ 3.00 per share and will expire on January 15, 2027 .

January 16, 2025 Concurrent Registered Direct Offering and Private

On January 16, 2025, the

Company entered into a securities purchase agreement (the “ January 16, 2025 Securities Purchase Agreement ”) with

certain institutional and accredited investors in connection with a registered direct public offering (the “ January 16,

2025 Registered Direct Offering ”) and concurrent private placement (the “ January 16, 2025 Private

Placement ” and, together with the January 16, 2025 Registered Direct Offering, the “ January 16, 2025

Offerings ” and the January 16, 2025 Offerings, together with the January 13, 2025 Offerings and the January 14, 2025

Offerings, the “ January 2025 Offerings” ).

The January 16, 2025 Offerings closed on January 17, 2025.

the Company issued warrants to the Placement Agent to purchase a total of 45,750

shares of Common Stock at an exercise price of $ 3.75

per share The net proceeds to the Company from the January 16, 2025 Registered Direct Offering and the January 16, 2025 Private

Placement are approximately $ 1.6

million , after deducting fees and estimated offering expenses.

Company entered into a securities purchase agreement (the “ January 16, 2025 Securities Purchase Agreement ”) with certain

institutional and accredited investors in connection with a registered direct public offering (the “ January 16, 2025 Registered

Direct Offering ”) and concurrent private placement (the “ January 16, 2025 Private Placement ” and, together

with the January 16, 2025 Registered Direct Offering, the “ January 16, 2025 Offerings ” and the January 16, 2025 Offerings,

together with the January 13, 2025 Offerings and the January 14, 2025 Offerings, the “ January 2025 Offerings” ).

January 16, 2025 Offerings closed on January 17, 2025.

In addition, the Company issued warrants to the Placement Agent to purchase a total

of 45,750 shares of Common Stock at an exercise price of $ 3.75 per share The net proceeds to the Company from the January 16, 2025 Registered

Direct Offering and the January 16, 2025 Private Placement are approximately $ 1.6 million , after deducting fees and estimated offering

Pursuant to the January 16,

1 unchanged sentence

shares of Common Stock at a purchase price of $3.00 per share.

In the January 16, 2025 Private Placement, the Company also

issued to such institutional and accredited investors unregistered warrants to purchase up to 1,220,000

shares of Common Stock (the “ Series I Warrants ”).

Under the terms of the January 16, 2025 Securities

Purchase Agreement, for each share of Common Stock issued in the January 16, 2025 Registered Direct Offering, two accompanying

Series I Warrants were issued to the purchaser thereof.

Each Series I Warrant is exercisable for one share of Common Stock at an

exercise price of $ 3.00

per share and will expire on January

In the January 16, 2025 Private Placement, the Company also issued

to such institutional and accredited investors unregistered warrants to purchase up to 1,220,000 shares of Common Stock (the

“ Series I Warrants ”).

Under the terms of the January 16, 2025 Securities Purchase Agreement, for each share

of Common Stock issued in the January 16, 2025 Registered Direct Offering, two accompanying Series I Warrants were issued to

the purchaser thereof.

Each Series I Warrant is exercisable for one share of Common Stock at an exercise price of $ 3.00 per share and

will expire on January 19, 2027 .

The Company first assesses

9 unchanged sentences

During the three months ended

March 31, 2025, there were 537,432 warrants exercised.

June 30, 2025 and 2024, there were 20,000 and 0 warrants exercised, respectively.

During the six months ended June 30, 2025 and 2024,

there were 557,432 and 91,820 warrants exercised, respectively.

The following table summarizes

the Company’s outstanding warrants, all of which are classified as equity instruments, at March 31, 2025:

the Company’s outstanding warrants, all of which are classified as equity instruments, at June 30, 2025:

Schedule of outstanding warrants

1 unchanged sentence

Outstanding at December 31, 2024

Outstanding at March 31, 2025

Outstanding at June 30, 2025

Stock-based Compensation

13 unchanged sentences

The following table summarizes

the activity of the Company’s RSUs for the three months ended March 31, 2025:

the activity of the Company’s RSUs for the six months ended June 30, 2025:

Summary of RSUs activity

1 unchanged sentence

Unvested units at December 31, 2024

Unvested units at March 31, 2025

Unvested units at June 30, 2025

There were no RSUs granted

during the three months ended March 31, 2025 or March 31, 2024.

during the three or six months ended June 30, 2025 or June 30, 2024.

Stock-based compensation expense

related to RSUs was $ 43,000 and $ 26,000 for the three months ended March 31, 2025 and 2024, respectively.

related to RSUs was $ 51,000 and $ 15,000 for the three months ended June 30, 2025 and 2024, respectively.

Stock-based compensation expense

related to RSUs was $ 94,000 and $ 41,000 for the six months ended June 30, 2025 and 2024, respectively.

The aggregate fair value of

awards that vested during the three months ended March 31, 2024 was $ 17,000 , which represents the market value of the Company’s

common stock on the date that the RSUs vested.

No RSUs vested during the three months ended March 31, 2025.

awards that vested during the six months ended June 30, 2024 was $ 17,000 , which represents the market value of the Company’s common

stock on the date that the RSUs vested.

No RSUs vested during the six months ended June 30, 2025.

Stock Options

21 unchanged sentences

The Company did not grant

any stock options during the three months ended March 31, 2025 or 2024.

any stock options during the three or six months ended June 30, 2025 or 2024.

The following table summarizes

the activity of the Company’s stock options for the three months ended March 31, 2025:

the activity of the Company’s stock options for the six months ended June 30, 2025:

Summary of stock options activity

Balance at December 31, 2024

Balance at March 31, 2025

Exercisable at March 31, 2025

Balance at June 30, 2025

Exercisable at June 30, 2025

Stock-based compensation expense

related to stock options for the three months ended March 31, 2024 was $ 6,000 .

There was no stock-based compensation expense related to

stock options for the three months ended March 31, 2025.

related to stock options for the six months ended June 30, 2025 and 2024 was $ 0 and $ 6,000 , respectively.

The Company did no t have any

stock-based compensation expense related to stock options for the three months ended June 30, 2025 and 2024.

Compensation Expense Related to Equity Awards

The following table sets forth

total stock-based compensation expense for the three months ended March 31, 2025 and 2024, in thousands:

total stock-based compensation expense for the three months ended June 30, 2025 and 2024, in thousands:

Schedule of stock-based compensation expense

Three Months Ended

Six Months Ended

Research and development

1 unchanged sentence

Total stock-based compensation

As of March 31, 2025,

As of June 30, 2025,

the total unrecognized compensation cost related to non-vested RSUs was approximately $ 48,000 .

This cost is expected to be recognized

over a weighted-average period of 1 year.

The following table summarizes

the future stock-based compensation expense expected to be recognized:

Schedule of future stock-based compensation expense

2025 (remaining)

Total remaining stock based-compensation

over a weighted-average period of 0.2 years.

Net Loss per Common Share

14 unchanged sentences

Segment Information

The Company is a

clinical stage biopharmaceutical company that has yet to generate operating revenues.

Management has determined that the Company

operates with a single operating segment and a single reporting segment – the Clinical segment.

The Chief Operating Decision

Maker (CODM) is the Chief Executive Officer (CEO).

The CEO assesses performance and allocates resources to achieve the

Company’s goals based on net income/(loss) as reported in the Consolidated Statements of Operations.

The measure of segment

assets is Total Assets as presented on the Consolidated Balance Sheets.

All of the Company’s operations occur within the

United States.

The Company is a clinical

stage biopharmaceutical company that has yet to generate operating revenues.

Management has determined that the Company operates with

a single operating segment and a single reporting segment – the Clinical segment.

The Chief Operating Decision Maker (CODM) is the

Chief Executive Officer (CEO).

The CEO assesses performance and allocates resources to achieve the Company’s goals based on net

income/(loss) as reported in the Consolidated Statements of Operations.

The measure of segment assets is Total Assets as presented on

the Consolidated Balance Sheets.

All of the Company’s operations occur within the United States.

The following table presents selected financial

1 unchanged sentence

Schedule of operating segment information

Three Months Ended

Six Months Ended

Research and development expense

1 unchanged sentence

Impairment loss on property and equipment

Other income (expense)

Interest income

Interest expense

Subsequent Events

On July 4, 2025, the One Big

Beautiful Bill Act (the “ OBBBA ”) was enacted in the U.S.

The OBBBA includes significant provisions, such as the permanent

extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration

of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective

in 2025 and others implemented through 2027.

The Company is currently assessing the OBBBA’s impact on its consolidated financial

On July 25, 2025, the

Company entered into inducement letter agreements (the “ July 2025 Inducement Letter Agreements ”) with certain

holders of certain of the Company’s existing warrants to purchase an aggregate of 928,596 shares of the

Company’s common stock.

The existing warrants were originally issued in December 2024 and January 2025, having exercise prices

between $2.00 and $3.00 per share.

Warrants to purchase 100,000 shares of common stock at the existing exercise

price of $2.00 per share were exercised at their existing exercise price of $2.00 per share, and warrants to purchase 828,596 shares

of common stock were exercised at a reduced exercise price of $2.485 per share.

Pursuant to the July 2025 Inducement Letter

Agreements, in consideration for the immediate exercise of such warrants for cash and the payment of an additional $0.125 per New

Warrant (as defined below), or an aggregate of $232,149 for all New Warrants, the Company agreed to issue new unregistered five-year

term Series J warrants (the “ Series J Warrants ”) to purchase an aggregate of up to 318,596 shares of

common stock at an exercise price of $2.485 and new unregistered 24-month term Series K warrants (the “ Series K

Warrants ” and, together with the Series J Warrants, the “ New Warrants ”) to purchase an aggregate of up

to 1,538,596 shares of common stock at an exercise price of $2.485 (the “ July 2025 Financing ”).

addition, the Company issued warrants to the placement agent, H.C.

Wainwright & Co., LLC, to purchase up to 69,645 shares

of common stock (the “Placement Agent Warrants ”).

7,500 of the Placement Agent Warrants issued have an exercise

price of $2.8125 per share of Common Stock and a term of five years, 16,395 of the Placement Agent Warrants issued have an exercise

price of $3.4188 per share of Common Stock and a term of five years, and 45,750 of the Placement Agent Warrants issued have an

exercise price of $3.4188 per share of Common Stock and a term of twenty-four months.

The net proceeds to the Company from the July

2025 Financing are approximately $2,200,000, after deducting placement agent fees and offering expenses.

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-Q

Item 1. Financial Statements