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What changed 10-Q

Item 5. Other Information

2025-08-14 compared with 2025-05-15 · 38 added, 31 removed, 111 unchanged (38% of the section changed)

OTHER INFORMATION

Departure of Directors or Certain Officers;

Election of Directors;

Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers

Robert Infarinato’s employment as the Company’s

Vice President of Strategic Development terminated on July 31, 2025 (the “ Termination Date ”).

Infarinato previously

served as the Company’s Chief Financial Officer from August 1, 2024 to June 6, 2025.

In connection with his separation from the

Company, the Company entered into a separation agreement with Mr.

Infarinato on August 11th, 2025, which provided for (i) severance in

the amount of twelve weeks of Mr.

Infarinato’s base salary, which amounts to $60,000, (ii) payment of a lump sum of $40,000 on the

first regularly scheduled payroll date following the Termination Date, and (iii) the continued vesting of all outstanding equity-based

awards granted to Mr.

Infarinato prior to the Termination Date (which amounts to 11,000 restricted stock units scheduled to vest on August

13, 2025 and September 11, 2025).

In exchange for these benefits, Mr.

Infarinato signed a release of claims against the Company and its

affiliates and re-affirmed certain confidentiality, non-solicitation and post-departure cooperation covenants.

The foregoing description

of the separation agreement is qualified in its entirety by reference to the full text of the agreement, which is attached as Exhibit

10.3 to this Quarterly Report on Form 10-Q and is hereby incorporated herein by reference.

Insider Trading Arrangements

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

June 30, 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.

21 unchanged sentences

September 28, 2018

Form of Placement Agent Warrant.

Current Report on Form 8-K (File No.

November 19, 2019

Form of Warrant.

3 unchanged sentences

Current Report on Form 8-K (File No.

February 13, 2020

Form of Underwriter Warrant.

Current Report on Form 8-K (File No.

February 13, 2020

Form of Warrant.

Current Report on Form 8-K (File No.

April 2, 2020

60 unchanged sentences

January 17, 2025

Form of Securities Purchase Agreement, dated January 13, 2025,

Current Report on Form 8-K (File No.

January 14, 2025

by and between the Company and each of the Purchasers signatory thereto.

Form of Securities Purchase Agreement, dated January 14, 2025,

Current Report on Form 8-K (File No.

January 15, 2025

by and between the Company and each of the Purchasers signatory thereto.

Form of Securities Purchase Agreement, dated January 16, 2025,

Offer Letter, executed April 21, 2025 by and between the Company and Lisa Carson.

Current Report on Form 8-K (File No.

January 17, 2025

by and between the Company and each of the Purchasers signatory thereto.

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.

March 31, 2025

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

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

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

June 12, 2025

Form of Indemnification Agreement.

Separation Agreement and General Release of Claims, dated August 11, 2025, by and between the Company and Robert Infarinato.

Sarbanes-Oxley Act Section 302 Certification

of Principal Executive Officer.

Sarbanes-Oxley Act Section 302 Certification

of Principal Financial Officer.

Sarbanes-Oxley Act Section 906 Certification

of Principal Executive Officer and Principal Financial Officer.

Inline XBRL Instance Document.*

11 unchanged sentences

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.

on August 14, 2025.

Phio Pharmaceuticals Corp.

2 unchanged sentences

(as Principal Executive Officer)

/s/ Robert M.

Chief Financial Officer

/s/ Lisa Carson

Vice President, Finance & Administration

(as Principal Financial Officer)

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.