Amended Current Report Filing (8-k/a)
November 08 2019 - 5:12PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event
reported): October 24, 2019
PHIO PHARMACEUTICALS
CORP.
(Exact name of registrant as specified
in its charter)
Delaware
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001-36304
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45-3215903
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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257 Simarano Drive, Suite 101
Marlborough, Massachusetts 01752
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number,
including area code: (508) 767-3861
Indicate by check mark whether the registrant is an emerging
growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class of securities:
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Trading Symbol(s):
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Name of exchange on which registered:
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Common Stock, par value $0.0001
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PHIO
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The Nasdaq Capital Market
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Explanatory Note
On October 25, 2019, Phio Pharmaceuticals Corp.
(the “Company”) filed a Current Report on Form 8-K (the “Original Report”) with the Securities
and Exchange Commission to report the voting results of the Company’s 2019 Annual Meeting of Stockholders held on
October 24, 2019 (reconvened from the meeting initially called for October 10, 2019) (the “Annual Meeting”). The
Original Report included voting results for all proposals included in the Company’s Definitive Proxy Statement, filed
on Schedule 14A on August 30, 2019 (the “Proxy Statement”) except for Proposal No. 4, which was a proposal to
authorize a reverse split of the Company’s common stock within a range approved by stockholders (the “Reverse
Split Proposal”). On November 7, 2019, the Company reconvened the Annual Meeting (the “Reconvened
Annual Meeting”) for the purposes of voting on Proposal No. 4. The sole purpose of this Current Report on Form 8-K/A is
to report on the outcome of the Reverse Split Proposal.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Proposal Four: Amendment to the Company’s amended
and restated certificate of incorporation to effect a reverse stock split of the Company’s common stock, par value $0.0001
per share at a ratio of not less than 1-for-2 and not greater than 1-for-20, with the exact ratio and effective time of the reverse
stock split to be determined by the Company’s board of directors.
Based on the total votes cast and the absence of a majority
of outstanding shares voting, the Company’s Board of Directors elected to withdraw the Reverse Split Proposal for consideration
from the Reconvened Annual Meeting.
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 hereunto duly authorized.
Date: November 8, 2019
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PHIO PHARMACEUTICALS CORP.
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By:
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/s/ Gerrit Dispersyn
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Gerrit Dispersyn
President and Chief Executive Officer
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