Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-238204
PROSPECTUS
Up to 1,841,544 Shares of Common Stock
Pursuant to this prospectus, the selling
stockholders identified herein (the “Selling Stockholders”) are offering on a resale basis an aggregate of 1,841,544
shares of common stock, par value $0.0001 per share (the “Common Stock), of Phio Pharmaceuticals Corp. (“Phio,”
“we,” “our” or the “Company”), a Delaware corporation, 1,713,064 shares
of which are issuable upon the exercise of outstanding warrants (the “Warrants”) purchased pursuant to a securities
purchase agreement by and among the Company and the Selling Stockholders, dated March 31, 2020 (the “Purchase Agreement”)
as well as 128,480 shares of which are issuable upon the exercise of Warrants issued to the Company’s financial advisor in
connection with the Purchase Agreement. We will not receive any of the proceeds from the sale by the Selling Stockholders of the
Common Stock. Upon any exercise of the Warrants by payment of cash, however, we will receive the exercise price of the Warrants.
The Selling Stockholders may sell or otherwise
dispose of the Common Stock covered by this prospectus in a number of different ways and at varying prices. We provide more information
about how the Selling Stockholders may sell or otherwise dispose of the Common Stock covered by this prospectus in the section
entitled “Plan of Distribution” on page 9. Discounts, concessions, commissions and similar selling expenses attributable
to the sale of Common Stock covered by this prospectus will be borne by the Selling Stockholders. We will pay all expenses (other
than discounts, concessions, commissions and similar selling expenses) relating to the registration of the Common Stock with the
Securities and Exchange Commission.
Our common stock is listed on The Nasdaq
Capital Market under the symbol “PHIO.” On May 29, 2020, the last reported sale price of our common stock on The Nasdaq
Capital Market was $3.05 per share.
Investing in our securities involves
a high degree of risk. Before making any investment in these securities, you should consider carefully the risks and uncertainties
described in the section entitled “Risk Factors” beginning on page 6 of this prospectus.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal offense. The securities are not being offered in any
jurisdiction where the offer is not permitted.
The date of this prospectus is
June 1, 2020
TABLE OF CONTENTS
Cautionary
Note Regarding Forward-Looking Statements
This prospectus contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements
can be identified by words such as “intends,” “believes,” “anticipates,” “indicates,”
“plans,” “expects,” “suggests,” “may,” “would,” “should,”
“potential,” “designed to,” “will,” “ongoing,” “estimate,” “forecast,”
“predict,” “could,” and similar references, although not all forward-looking statements contain these words.
Forward-looking statements are neither historical facts nor assurances of future performance. These statements are based only on
our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections,
anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future,
they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which
are outside of our control. Risks that could cause actual results to vary from expected results expressed in our forward-looking
statements include, but are not limited to:
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our business
and operations may be materially and adversely affected by the recent coronavirus outbreak;
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our product candidates
are in an early stage of development and may fail or experience significant delays or may never advance to the clinic, which may
materially and adversely impact our business;
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we are dependent
on collaboration partners for the successful development of our adoptive cell therapy product candidates;
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the approach
we are taking to discover and develop novel therapeutics using RNAi may never lead to marketable products;
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a number of different
factors could prevent us from advancing into clinical development, obtaining regulatory approval, and ultimately commercializing
our product candidates on a timely basis, or at all;
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the FDA could impose a unique regulatory
regime for our therapeutics;
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we may be unable
to protect our intellectual property rights licensed from other parties; our intellectual property rights may be inadequate to
prevent third parties from using our technologies or developing competing products; and we may need to license additional intellectual
property from others;
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we are subject
to significant competition and may not be able to compete successfully;
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if we fail to
attract, hire and retain qualified personnel, we may not be able to design, develop, market or sell our products or successfully
manage our business;
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future financing
may be obtained through, and future development efforts may be paid for by, the issuance of debt or equity, which may have an adverse
effect on our stockholders or may otherwise adversely affect our business; and
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the
price of our common stock has been and may continue to be volatile.
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Our actual results
and financial condition may differ materially from those indicated in the forward-looking statements as a result of the foregoing
factors, as well as those identified in this prospectus under the heading “Risk Factors” and in other filings the Company
periodically makes with the Securities and Exchange Commission (the “SEC”). Therefore, you should not rely unduly
on any of these forward-looking statements. Forward-looking statements contained in this prospectus speak as of the date hereof
and the Company does not undertake to update any of these forward-looking statements to reflect a change in its views or events
or circumstances that occur after the date of this report.
Prospectus
Summary
The following summary
highlights certain information contained elsewhere in this prospectus and the documents incorporated by reference herein. This
summary provides an overview of selected information and does not contain all of the information you should consider in making
your investment decision. Therefore, you should read the entire prospectus and the documents incorporated by reference herein carefully
before investing in our securities. Investors should carefully consider the information set forth under “Risk Factors”
beginning on page 6 of this prospectus and the financial statements and other information incorporated by reference in this prospectus.
In this prospectus, unless otherwise noted, (1) the term “Phio” refers to Phio Pharmaceuticals Corp. and our subsidiary,
MirImmune, LLC and (2) the terms “Company,” “we,” “us,” and “our” refer to the
ongoing business operations of Phio and MirImmune, LLC, whether conducted through Phio or MirImmune, LLC.
Overview
Phio
Pharmaceuticals Corp. is a biotechnology company developing the next generation of immuno-oncology therapeutics based on our self-delivering
RNAi (“INTASYL™”) therapeutic platform. Our efforts are focused on silencing tumor-induced suppression
of the immune system through our proprietary INTASYL platform with utility in immune cells and the tumor micro-environment. Our
goal is to develop powerful INTASYL therapeutic compounds that can weaponize immune effector cells to overcome tumor immune escape,
thereby providing patients a powerful new treatment option that goes beyond current treatment modalities.
Our development efforts
are based on our broadly patented INTASYL technology platform. Our INTASYL compounds do not require a delivery vehicle to penetrate
into tissues and cells and are designed to “silence” or down-regulate, the expression of a specific gene which is over-expressed
in cancer. We believe that our INTASYL platform uniquely positions the Company in the field of immuno-oncology because of this
and the following reasons:
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Efficient uptake of INTASYL to immune cells obviating the need for facilitated delivery (mechanical or formulation);
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Can target multiple genes (i.e. multiple immunosuppression pathways) in a single therapeutic entity;
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Gene silencing by INTASYL has been shown to have a sustained, or long-term, effect in vivo;
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Favorable clinical safety profile of INTASYL with local administration; and
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Can be readily manufactured under current good manufacturing practices.
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The
self-delivering nature of our compounds makes INTASYL ideally suited for use with adoptive cell transfer (“ACT”)
treatments and direct therapeutic use. ACT consists of the infusion of immune cells with antitumor properties. These cells can
be derived from unmodified (i.e. naturally occurring) immune cells, immune cells isolated from resected tumors, or genetically
engineered immune cells recognizing tumor neoantigen/neoepitope cells.
Currently,
ACT therapies for the treatment of solid tumors face several hurdles. Multiple inhibitory mechanisms restrain immune cells used
in ACT from effectively eradicating tumors, including immune checkpoints, reduced cell fitness and cell persistence. Furthermore,
the immunosuppressive tumor micro-environment (the “TME”) can pose a formidable barrier to immune cell infiltration
and function.
We
have developed a product platform based on our INTASYL technology that allows easy, precise, rapid, and selective non-genetically
modified programming of ACT cells (ex vivo, during manufacturing) and of the TME (in vivo, by local application),
resulting in improved immunotherapy.
Adoptive Cell
Transfer
ACT
includes a number of different types of immunotherapy treatments. These treatments use immune cells, that are grown in a lab to
large numbers, followed by administering them to the body to fight the cancer cells. Sometimes, immune cells that naturally recognize
a tumor are used, while other times immune cells are modified or “engineered” to make them recognize and kill the cancer
cells. There are several types of ACT, including: a.) non-engineered cell therapy in which immune cells are grown from the patient’s
tumor or blood, such as tumor infiltrating lymphocytes (“TILs”), or from donor blood or tissue such as natural
killer (“NK”) cells, dendritic cells (“DC”) and macrophages, and b.) engineered immune cells
that are genetically modified to recognize specific tumor proteins and to remain in an activated state (such as T cell receptor
technology (“TCRs”), chimeric antigen receptor (“CAR”) T cells, or CAR-NK cells).
In
ACT, immune cells are isolated from patients, donors or retrieved from allogeneic immune cell banks. The immune cells are then
expanded and modified before being returned and used to treat the patient. We believe our INTASYL compounds are ideally suited
to be used in combination with ACT, in order to make these immune cells more effective.
Our
approach builds on well-established methodologies of ACT and involves the treatment of immune cells with our INTASYL compounds
ex vivo while they are grown in the lab and before administering them to the patient. Because our INTASYL compounds do not
require a delivery vehicle to penetrate into the cells, we are able to enhance the function of these cells by merely adding our
INTASYL compounds during the expansion process and without the need for genetic engineering. This step uses our INTASYL technology
to reduce or eliminate the expression of genes that make the immune cells less effective. For example, with our INTASYL compounds,
we can reduce the expression of immunosuppressive proteins by the therapeutic immune cells, potentially enabling them to overcome
tumor resistance mechanisms and thus improving their ability to destroy the tumor cells. In various types of immune cells tested
to date, INTASYL treatment results in potent silencing while maintaining close to 100% transfection efficiency and nearly full
cell viability. After enhancing these cells ex vivo, they are returned to the patient for treatment.
Our
lead product candidate and most advanced program being developed in ACT is PH-762, an INTASYL compound that targets the checkpoint
protein PD-1. Checkpoint proteins, such as PD-1, normally act as a type of “off switch” that prevents T cells from
attacking certain cells, such as cancer cells, in the body. Our T cells are immune cells that protect the body from cancer cells
and are important for the activation of immune cells to fight infection.
Data
developed by Phio and with collaborators has shown that PH-762 can silence PD-1 checkpoint expression, thereby removing the “off
switch” and resulting in enhanced T cell activation and tumor cytotoxicity. Data released in November 2019 further supported
the application of INTASYL technology in immunotherapy of cancer. PH-762 was shown to silence the expression of PD-1 in target
human T cells in a potent and durable manner suitable for both ACT and intra-tumoral injection and was also shown to increase function
of patient derived TILs for ACT.
We
are also developing our INTASYL compound PH-804 for use in ACT. PH-804 targets the suppressive immune receptor TIGIT, which is
a checkpoint protein present on T cells and NK cells. To date, we have shown that PH-804 can silence the expression of TIGIT in
NK cells and T cells, overcoming their “off switch” and the cells becoming “weaponized” to kill cancer
cells.
Our
third recently announced product candidate is PH-894, an INTASYL compound that targets BRD4, a regulator of gene expression impacting
cell differentiation. In previous studies, PH-894 has been shown to improve T cell function and persistence by differentiating
T cells into a more active state (effector memory phenotype). Data, completed in partnership with the Karolinska Institutet, presented
in November 2019 demonstrated that the application of PH-894, was shown to silence BRD4 in human T cells during expansion for ACT,
which has the potential to confer superior anti-tumor activity. With this data, as well as results with several compounds in both
T cells and NK cells, we announced the expansion of our collaboration with the Karolinska Institutet in November 2019 to build
upon these findings and develop INTASYL compounds for additional targets and cell types toward clinical application in areas of
the Karolinska Institutet’s ongoing clinical research.
In
March 2020, we entered into a collaboration and option agreement with Medigene AG and the Helmholtz Zentrum München
(“HMGU”). This three-way collaboration expands upon our outstanding research agreement with HMGU to design and
develop novel candidates for the use of INTASYL compounds in ACT to enhance immune cell function. Under the agreement, Medigene
AG will contribute expertise regarding clinical development, as well as proprietary research material and has the option to an
exclusive license for the clinical and/or commercial development of the potential immune cell enhancers.
Tumor Micro-Environment
The
TME is the environment that surrounds and feeds a tumor, including normal cells, blood vessels, immune cells, and the extracellular
matrix. The TME is an immunosuppressive microenvironment that inhibits the immune system’s natural ability to recognize and
destroy tumor cells by negatively impacting how immunosuppressive cells are being attracted and activated. Reprogramming different
components of the TME may overcome resistance to immunotherapy. Such reprogramming of the TME by INTASYL compounds through
direct local administration into the tumor, could potentially become an important form of therapy. The Company has previously shown
in a clinical setting that our INTASYL compounds are safe and well-tolerated following local administration, therefore we believe
that our INTASYL technology can not only be used with ACT, but can also be used as an independent therapeutic platform.
We
have pipeline programs in place for the development of INTASYL compounds for direct administration into the tumor, including the
use of PH-762, PH-804 and PH-894 for in situ transfection and activation of immune cells in the TME.
Data
presented in January 2020 from in vivo studies performed by the Company showed that intra-tumoral injection of a mouse version
of PH-804 reduced the tumor growth in colorectal carcinoma tumor bearing mice, which was shown to inhibit tumor growth and was
correlated with the silencing of TIGIT mRNA expression and in increase in cytotoxic effector T cells in the TME.
Building
on the animal data with PH-804, the Company conducted several animal studies with a mouse version of PH-762 and with PH-894 in
a validated mouse model of hepatocellular carcinoma. These studies showed that a local administration of the mouse version of PH-762
or PH-894 through intra-tumoral injection resulted in potent anti-tumoral effects. The treated animals showed a complete and statistically
significant inhibition of tumor growth, whereas placebo treated animals displayed exponential tumor growth. The preclinical findings
demonstrate that direct injection of INTASYL compounds can successfully infiltrate solid tumors and impact the TME by activating
the immune response in animal models of solid tumors resulting in reduced tumor growth. This is one of the key challenges for many
other immunotherapy platforms to be able to achieve an adequate therapeutic effect in solid tumors.
We are also investigating
other relevant compounds for TME targets, such as PH-790, an INTASYL compound targeting PD-L1. PD-L1 is a protein formed by cancer
cells that activate the PD-1 “off switch” on immune cells. Our approach with PH-790 is to block the formation of the
PD-L1 protein, which may prevent cancer cells from inactivating T cells and attack the cancer, and will be evaluated alongside
PH-762.
Corporate Information
We were incorporated
in the state of Delaware in 2011 as RXi Pharmaceuticals Corporation. On November 19, 2018, the Company changed its name to Phio
Pharmaceuticals Corp., to reflect its transition from a platform company to one that is fully committed to developing groundbreaking
immuno-oncology therapeutics. Our executive offices are located at 257 Simarano Drive, Suite 101, Marlborough, MA 01752, and our
telephone number is (508) 767-3861. The Company’s website address is http://www.phiopharma.com. Our website and the
information contained on that site, or connected to that site, is not part of or incorporated by reference into this prospectus.
Our certificate
of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for the following types of
actions or proceedings: any derivative action or proceeding brought on behalf of the Company, any action asserting a claim of breach
of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders,
any action asserting a claim against the Company arising pursuant to any provision of the Delaware General Corporation Law or the
Company’s certificate of incorporation or bylaws, or any action asserting a claim against the Company governed by the internal
affairs doctrine. Despite the fact that our certificate of incorporation provides for this exclusive forum provision to be applicable
to the fullest extent permitted by applicable law, Section 27 of the Securities and Exchange Act of 1934, as amended (the “Exchange
Act”), creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the
Exchange Act or the rules and regulations thereunder and Section 22 of the Securities Act of 1933, as amended (the “Securities
Act”), creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability
created by the Securities Act or the rules and regulations thereunder. As a result, this provision of our certificate of incorporation
would not apply to claims brought to enforce a duty or liability created by the Securities Act, Exchange Act, or any other claim
for which the federal courts have exclusive jurisdiction.
THE OFFERING
The Selling Stockholders identified in this prospectus are offering on a resale basis a total of 1,841,544 shares of Common Stock issuable upon the exercise of the Warrants.
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Common Stock to be offered by the Selling Stockholders
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Up to 1,841,544 shares
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Common Stock outstanding
prior to this offering
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4,580,930 shares as of May 8, 2020
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Common Stock to be outstanding after this offering
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6,422,474 shares
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Use of proceeds:
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We will not receive any proceeds from the sale of the common shares by the Selling Stockholders, except for the Warrant exercise price paid for the Common Stock offered hereby and issuable upon the exercise of the Warrants. See “Use of Proceeds” on page 7 of this prospectus.
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Risk factors:
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You should read the “Risk Factors” section beginning on page 6 of this prospectus for a discussion of factors to consider carefully before deciding to invest in shares of our securities.
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Nasdaq Capital Market symbol:
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Our common stock is listed on The Nasdaq Capital Market under the symbol “PHIO.” We do not intend to apply for listing of the Warrants on any securities exchange or nationally recognized trading system.
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RISK FACTORS
Investing
in our securities involves a high degree of risk. Before investing in our securities, you should carefully consider the risks,
uncertainties and assumptions contained in this prospectus and discussed under the heading “Risk Factors” included
in our Annual Report on Form 10-K for the year ended December 31, 2019, as revised or supplemented by subsequent
filings, which are on file with the SEC and are incorporated herein by reference, and which may be amended, supplemented or superseded
from time to time by other reports we file with the SEC in the future. Our business, financial condition, results of operations
and future growth prospects could be materially and adversely affected by any of these risks. In these circumstances, the market
price of our Common Stock could decline, and you may lose all or part of your investment.
Use of Proceeds
We will not receive
any of the proceeds from the sale of the Common Stock by the Selling Stockholders. The shares offered hereby are issuable upon
the exercise of the Warrants. Upon exercise of such Warrants for cash, we will receive the applicable cash exercise price paid
by the holders of the Warrants.
DIVIDEND POLICY
We have never paid
any cash dividends and do not anticipate paying any cash dividends on our common stock in the foreseeable future. We expect to
retain future earnings, if any, for use in our development activities and the operation of our business. The payment of any future
dividends will be subject to the discretion of our Board of Directors and will depend, among other things, upon our results of
operations, financial condition, cash requirements, prospects and other factors that our Board of Directors may deem relevant.
DETERMINATION
OF OFFERING PRICE
The prices at which
the shares of Common Stock covered by this prospectus may actually be sold will be determined by the prevailing public market price
for shares of our Common Stock, by negotiations between the Selling Stockholders and buyers of our Common Stock in private transactions
or as otherwise described in “Plan of Distribution.”
SELLING
STOCKHOLDERS
This prospectus covers
the possible resale by the Selling Stockholders identified in the table below of 1,841,544 shares of Common Stock issuable upon
the exercise of the Warrants. The Selling Stockholders acquired the Warrants pursuant to the Purchase Agreement and we are filing
the registration statement of which this prospectus is a part pursuant to the provisions of the Purchase Agreement.
The Selling Stockholders
may sell some, all or none of their shares of Common Stock. We do not know how long the Selling Stockholders will hold the Warrants,
whether any will exercise the Warrants, and upon such exercise, how long such Selling Stockholders will hold the shares of Common
Stock before selling them, and we currently have no agreements, arrangements or understandings with the Selling Stockholders regarding
the sale of any of the shares.
The following table
presents information regarding the Selling Stockholders and the shares that each may offer and sell from time to time under this
prospectus. The table is prepared based on information supplied to us by the Selling Stockholders without regard to ownership
limitations set forth in the applicable agreements or other documents relating to such shares and without regard to initial exercise
dates of warrants, including (i) all of the shares offered hereby, and (ii) to our knowledge, all other securities held by each
of the Selling Shareholders as of the date hereof, and reflects their respective holdings as of May 8, 2020. No Selling Stockholder
nor any affiliates of such Selling Stockholders has or have held a position or office, or had any other material relationship,
with us or any of our predecessors or affiliates. Except as noted below, beneficial ownership is determined in accordance
with Section 13(d) of the Exchange Act and Rule 13d-3 thereunder. The percentage of shares beneficially owned prior
to the offering is based on 4,580,930 shares of our Common Stock actually outstanding as of May 8, 2020.
Selling Stockholder
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Shares Beneficially
Owned Before this
Offering (1)
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Percentage of
Outstanding
Shares
Beneficially
Owned Before
this Offering (1)
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Shares to be Sold in
this Offering
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Percentage of
Outstanding
Shares
Beneficially
Owned After
this Offering (1)
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Armistice Capital Master Fund, Ltd.
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1,242,101
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21.33
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%
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428,266
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15.09
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%
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CVI Investments, Inc.
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657,162
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12.55
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%
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428,266
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4.76
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%
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Intracoastal Capital, LLC (2)
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555,547
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10.82
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%
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214,133
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6.94
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%
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Iroquois Capital Investment Group, LLC
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91,033
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1.95
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%
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53,533
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*
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Iroquois Master Fund, Ltd.
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198,185
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4.15
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%
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160,600
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*
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Sabby Volatility Warrant Master Fund, Ltd.
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1,032,162
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18.39
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%
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428,266
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11.65
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%
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Noam Rubinstein
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106,309
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2.27
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%
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40,471
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1.42
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%
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Craig Schwabe
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9,399
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*
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4,336
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*
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Michael Vasinkevich
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216,622
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4.52
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%
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82,388
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2.85
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%
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Charles Worthman
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3,375
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*
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1,285
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*
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*Represents
beneficial ownership of less than one percent.
(1) The ability to exercise warrants held by the Selling
Stockholders is subject to a beneficial ownership limitation that, at the time of initial issuance of the warrants, was capped
at either 4.99% or 9.99% beneficial ownership of the Company’s issued and outstanding common stock (post-exercise). These
beneficial ownership limitations may be adjusted up or down, subject to providing advanced notice to the Company. Beneficial ownership
as reflected in the selling stockholder table reflects the total number of shares potentially issuable underlying warrants and
does not give effect to these beneficial ownership limitations. Accordingly, actual beneficial ownership, as calculated in accordance
with Section 13(d) and Rule 13d-3 thereunder may be lower than as reflected in the table.
(2) Mitchell P. Kopin (“Mr.
Kopin”) and Daniel B. Asher (“Mr. Asher”), each of whom are managers of Intracoastal Capital LLC
(“Intracoastal”), have shared voting control and investment discretion over the securities reported herein
that are held by Intracoastal. As a result, each of Mr. Kopin and Mr. Asher may be deemed to have beneficial ownership (as determined
under Section 13(d) of the Exchange Act) of the securities reported herein that are held by Intracoastal.
PLAN OF
DISTRIBUTION
The Common Stock offered
by this prospectus is being offered by the Selling Stockholders. The Common Stock may be sold or distributed from time to time
by each Selling Stockholder directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely
as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices,
or at fixed prices, which may be changed. The sale of the common stock offered by this prospectus could be effected in one or more
of the following methods:
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ordinary brokers’ transactions;
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transactions involving cross or block trades;
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through brokers, dealers, or underwriters who may act solely as agents;
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“at the market” into an existing market for the common stock;
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in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents;
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in privately negotiated transactions; or
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any combination of the foregoing.
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The Selling Stockholders
also may resell all or a portion of the common shares in open market transactions in reliance upon Rule 144 under the Securities
Act of 1933, as amended (the “Securities Act”), as permitted by that rule, or Section 4(a)(1) under the Securities
Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those
provisions.
In connection with
sales of the Common Stock, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial
institutions, which may in turn engage in short sales of the Common Stock in the course of hedging in positions they assume. The
Selling Stockholders may also sell Common Stock short and if such short sale shall take place after the date that this prospectus
is declared effective by the Commission, the Selling Stockholders may deliver Common Stock covered by this prospectus to close
out short positions and to return borrowed shares in connection with such short sales. The Selling Stockholders may also loan or
pledge common shares to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The Selling
Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation
of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares
offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus
(as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the Selling Stockholders have been advised
that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the
date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC.
The Selling Stockholders
may, from time to time, pledge or grant a security interest in some or all of the Warrants or shares of Common Stock owned by them
and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the common
shares from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable
provision of the Securities Act, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or
other successors in interest as Selling Stockholders under this prospectus. The Selling Stockholders also may transfer and donate
the shares of Common Stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest
will be the selling beneficial owners for purposes of this prospectus.
To the extent required,
the shares of Common Stock to be sold, the names of the Selling Stockholders, the respective purchase prices and public offering
prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer
will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement
that includes this prospectus.
Under the securities
laws of some states, the Common Stock may be sold in such states only through registered or licensed brokers or dealers. In addition,
in some states the common shares may not be sold unless such shares have been registered or qualified for sale in such state or
an exemption from registration or qualification is available and is complied with.
There can be no assurance
that any Selling Stockholder will sell any or all of the Common Stock registered pursuant to the registration statement, of which
this prospectus forms a part.
Each Selling Stockholder
and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act, and the rules
and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases
and sales of any of the Common Stock by the Selling Stockholder and any other participating person. Regulation M may also restrict
the ability of any person engaged in the distribution of the shares of Common Stock to engage in market-making activities with
respect to the Common Stock. All of the foregoing may affect the marketability of the Common Stock and the ability of any person
or entity to engage in market-making activities with respect to the Common Stock.
We will pay all expenses
of the registration of the Common Stock, including, without limitation, SEC filing fees and expenses of compliance with state securities
or “blue sky” laws reasonably agreed to in writing by us; provided, however, that each Selling
Stockholder will pay all underwriting discounts and selling commissions, if any, and any legal expenses incurred by it.
This offering will terminate on the date
that all shares offered by this prospectus have been sold by each Selling Stockholder.
Our common stock is quoted on The NASDAQ
Capital Market under the symbol “PHIO.”
Legal Matters
Certain legal matters
relating to the issuance of the securities offered by this prospectus will be passed upon for us by Gibson, Dunn & Crutcher
LLP, San Francisco, California.
Experts
The
consolidated financial statements as of December 31, 2019 and 2018 and for each of the two years in the period ended December 31,
2019 incorporated by reference in this prospectus have been so incorporated in reliance on the report of BDO USA, LLP, an independent
registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing
and accounting.
Where You
Can Find More Information
We
are required to file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and
copy any document filed by us at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Our filings
with the SEC are also available to the public at the SEC’s Internet web site at http://www.sec.gov. Copies
of certain information filed by us with the SEC are also available on our website at www.phiopharma.com. Our website is
not a part of this prospectus and is not incorporated by reference in this prospectus, and you should not consider the contents
of our website in making an investment decision with respect to our common stock.
We have filed a registration
statement, of which this prospectus is a part, covering the securities offered hereby. As allowed by SEC rules, this prospectus
does not include all of the information contained in the Registration Statement and the included exhibits, financial statements
and schedules. You are referred to the Registration Statement, the included exhibits, financial statements and schedules for further
information. This prospectus is qualified in its entirety by such other information.
incorporation
of certain information by reference
The
SEC allows us to “incorporate by reference” the information we have filed with them, which means that we can disclose
important information to you by referring you to those documents. The information we incorporate by reference is an important part
of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. The
documents we are incorporating by reference are:
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Our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 26, 2020;
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Our Quarterly Report on Form 10-Q for the period ended March 31, 2020, filed with the SEC on May 12, 2020;
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Our Current Reports on Form 8-K, filed with the SEC on January 10, 2020, January 14, 2020, February 6, 2020, February 10,
2020, February 13, 2020, March 12, 2020, and April 2, 2020; and
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The description of our common stock contained in our registration statement on
Form 8-A12B filed with the SEC on February 7, 2014, including any amendment or report filed for the purpose
of updating such description.
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All
documents we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, except as to any portion of
any report or document that is not deemed filed under such provisions, (1) on or after the date of filing of the registration
statement containing this prospectus and prior to the effectiveness of the registration statement and (2) on or after the
date of this prospectus until the earlier of the date on which all of the securities registered hereunder have been sold or the
registration statement of which this prospectus is a part has been withdrawn, shall be deemed incorporated by reference in this
prospectus and to be a part of this prospectus from the date of filing of those documents and will be automatically updated and,
to the extent described above, supersede information contained or incorporated by reference in this prospectus and previously filed
documents that are incorporated by reference in this prospectus.
Nothing in this prospectus
shall be deemed to incorporate information furnished but not filed with the SEC pursuant to Item 2.02, 7.01 or 9.01 of Form
8-K.
Upon written or oral
request, we will provide without charge to each person, including any beneficial owner, to whom a copy of the prospectus is delivered
a copy of any or all of the reports or documents incorporated by reference herein (other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference herein). You may request a copy of these filings, at no cost, by writing
or telephoning us at the following address: Phio Pharmaceuticals Corp., 257 Simarano Drive, Suite 101, Marlborough, Massachusetts
01752 Attention: Investor Relations, telephone: (508) 767-3861. We maintain a website at www.phiopharma.com.
You may access our definitive proxy statements on Schedule 14A, annual reports on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K and periodic amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d)
of the Exchange Act with the SEC free of charge at our website as soon as reasonably practicable after such material is electronically
filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our website is not incorporated
by reference in, and is not part of, this prospectus. We have not authorized any one to provide you with any information that differs
from that contained in this prospectus. Accordingly, you should not rely on any information that is not contained in this prospectus.
You should not assume that the information in this prospectus is accurate as of any date other than the date of the front cover
of this prospectus.
Phio
Pharmaceuticals Corp.
Up to
1,841,544 Shares of Common Stock
PROSPECTUS
June 1, 2020
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