Phio Pharmaceuticals Corp. 10-Q

ITEM 5. 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 ”). Mr. 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 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. 27 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 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 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 Warrant. Current Report on Form 8-K (File No. 001-36304) February 6, 2020 4.3 Form of Warrant. Current Report on Form 8-K (File No. 001-36304) April 2, 2020 4.4 Form of Common Stock Warrant. Current Report on Form 8-K (File No. 001-36304) January 25, 2021 4.5 Form of Placement Agent Warrant. Current Report on Form 8-K (File No. 001-36304) February 17, 2021 4.6 Form of Series A Common Stock Warrant. Current Report on Form 8-K (File No. 001-36304) April 20, 2023 4.7 Form of Series B Common Stock Warrant. Current Report on Form 8-K (File No. 001-36304) April 20, 2023 4.8 Form of Existing Warrant Amendment. Current Report on Form 8-K (File No. 001-36304) April 20, 2023 4.9 Form of Series A Common Stock Warrant. Current Report on Form 8-K (File No. 001-36304) June 2, 2023 4.10 Form of Series B Common Stock Warrant. Current Report on Form 8-K (File No. 001-36304) June 2, 2023 4.11 Form of Series A/B Warrant. Current Report on Form 8-K (File No. 001-36304) December 8, 2023 4.12 Form of Placement Agent Warrant. Current Report on Form 8-K (File No. 001-36304) December 8, 2023 28 4.13 Form of Series C/D Warrant. Current Report on Form 8-K (File No. 001-36304) July 12, 2024 4.14 Form of Placement Agent Warrant. Current Report on Form 8-K (File No. 001-36304) July 12, 2024 4.15 Form of Series E Common Stock Warrant. Current Report on Form 8-K (File No. 001-36304) December 20, 2024 4.16 Form of Placement Agent Warrant. Current Report on Form 8-K (File No. 001-36304) December 20, 2024 4.17 Form of Series F Common Stock Warrant. Current Report on Form 8-K (File No. 001-36304) December 26, 2024 4.18 Form of Placement Agent Warrant. Current Report on Form 8-K (File No. 001-36304) December 26, 2024 4.19 Form of Series G Common Stock Warrant. Current Report on Form 8-K (File No. 001-36304) January 14, 2025 4.20 Form of Placement Agent Warrant. Current Report on Form 8-K (File No. 001-36304) January 14, 2025 4.21 Form of Series H Common Stock Warrant. Current Report on Form 8-K (File No. 001-36304) January 15, 2025 4.22 Form of Placement Agent Warrant. Current Report on Form 8-K (File No. 001-36304) January 15, 2025 4.23 Form of Series I Common Stock Warrant. Current Report on Form 8-K (File No. 001-36304) January 17, 2025 4.24 Form of Placement Agent Warrant. Current Report on Form 8-K (File No. 001-36304) January 17, 2025 10.1# Offer Letter, executed April 21, 2025 by and between the Company and Lisa Carson. Current Report on Form 8-K (File No. 001-36304) June 12, 2025 10.2*# Form of Indemnification Agreement. 10.3*# Separation Agreement and General Release of Claims, dated August 11, 2025, by and between the Company and Robert Infarinato. 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. 29 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 August 14, 2025. Phio Pharmaceuticals Corp. By: /s/ Robert J. Bitterman Robert J. Bitterman President and Chief Executive Officer (as Principal Executive Officer) By: /s/ Lisa Carson Lisa Carson Vice President, Finance & Administration (as Principal Financial Officer) 30