Current Report Filing (8-k)
December 18 2019 - 7:30AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event
reported): December 16, 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
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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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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Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant is an emerging
growth company 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. ☐
Item 8.01. Other Events.
On December 16, 2019, Phio Pharmaceuticals
Corp. (the “Company”) received written notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that
the Nasdaq Hearings Panel (the “Panel”) had granted the Company’s request for continued listing on Nasdaq. The
Company’s continued listing on Nasdaq is subject to the Company’s timely compliance with the following terms: (1) on
or before January 16, 2020, the Company must inform the Panel that it has obtained an affirmative shareholder vote for the implementation
of a reverse stock split, and (2) on or before January 29, 2020, the Company must demonstrate compliance with the bid price requirement
by evidencing a closing bid price of at least $1.00 per share for a minimum of ten (though generally not more than twenty) consecutive
business days.
As previously disclosed, on November 12,
2019, the Company received written notice from the Nasdaq Listing Qualifications Department indicating that, based upon the Company’s
continued non-compliance with the minimum $1.00 bid price requirement, the Company securities were subject to delisting unless
the Company timely requested a hearing before the Panel. The hearing was held on December 12, 2019, and the Panel’s December
16, 2019 decision is in direct response thereto.
Forward-Looking Statements
This Report on Form 8-K contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking
statements are characterized by future or conditional verbs such as “may,” “will,” “expect,”
“intend,” “anticipate,” “believe,” “estimate,” “continue” and similar
words. Such statements are only predictions and actual events or results may differ materially from those anticipated in these
forward-looking statements. You should not place undue reliance on any forward-looking statements. The Company does not assume
any obligation to update forward-looking statements as circumstances change, except as required by securities laws. There can
be no assurance that the Company will obtain the affirmative stockholder vote necessary to effect a reverse stock split or that
the Company will have a closing bid price of $1.00 or more for a minimum of ten prior consecutive trading days.
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: December 18, 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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