Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
At the Special Meeting of Stockholders of Phio Pharmaceuticals Corp.
(“the Company”) held on January 4, 2023, the stockholders of the Company approved an amendment to the Company’s Amended
and Restated Certificate of Incorporation to implement a reverse stock split of the Company’s common stock, par value $0.0001 per
share, with the ratio to be determined by the Board of Directors (the “Board”) of the Company, within a range of not less
than 1-for-2 or greater than 1-for-25. Subsequently on January 17, 2023, the Board determined to fix the ratio for the reverse stock split
at 1-for-12. Thereafter, on January 24, 2023, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of
Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware, to implement the 1-for-12
reverse split of its common stock (the “Reverse Stock Split”). The Reverse Stock Split will be effective as of 12:01 a.m.
(Eastern Time) on January 26, 2023, and the Company’s common stock will begin trading on The Nasdaq Capital Market on a post-split
basis on January 26, 2023.
As a result of the Reverse Stock Split, every twelve (12) shares of
the Company’s issued and outstanding common stock, par value $0.0001, will be converted into one (1) share of common stock, par
value $0.0001, reducing the number of issued and outstanding shares of the Company’s common stock from approximately 13.7 million
shares to approximately 1.1 million shares. The Company’s transfer agent, Computershare Trust Company, N. A. (“Computershare”),
will provide instructions to stockholders of record regarding the process for exchanging shares.
Because the Certificate of Amendment did not reduce the number of authorized
shares of the Company’s common stock, the effect of the Certificate of Amendment and the Reverse Stock Split is to increase the
number of shares of common stock available for issuance relative to the number of shares issued and outstanding. The Reverse Stock Split
did not alter the par value of the Company’s common stock or modify any voting rights or other terms of the common stock.
No fractional shares will be issued in connection with the Reverse
Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of pre-Reverse Stock
Split shares of the Company’s common stock not evenly divisible by twelve (12), will, in lieu of a fractional share, be entitled,
upon surrender to the exchange agent of certificate(s) representing their pre-split shares or upon conversion of their shares held in
book-entry, to receive a cash payment equal to the fraction to which the stockholder would otherwise be entitled multiplied by $6.51 in
lieu of fractional shares based on the average of the closing price per share of the Company’s common stock as reported by Bloomberg
L.P. during the ten consecutive trading days ending on January 24, 2023 (as adjusted to give effect to the Reverse Stock Split).
Computershare will be issuing all of the post-split shares through
their paperless Direct Registration System (“DRS”), also known as “book-entry form”. Computershare will hold the
shares in an account set up for the stockholder.
All book-entry or other electronic positions representing issued and
outstanding shares of the Company’s common stock will be automatically adjusted. Those stockholders holding common stock in “street
name” will receive instructions from their brokers.
In addition, pursuant to their terms, a proportionate adjustment will
be made to the per share exercise price and number of shares issuable under all of the Company’s outstanding equity awards and warrants
to purchase shares of common stock, and the number of shares authorized and reserved for issuance pursuant to the Company’s equity
incentive plan and employee stock purchase plan will be reduced proportionately.
After the Reverse Stock Split, the trading symbol for the Company’s
common stock will continue to be “PHIO.” The new CUSIP number for the Company’s common stock is 71880W402.
The above description of the Certificate of Amendment and the Reverse
Stock Split is a summary of the material terms thereof and is qualified in its entirety by reference to the Certificate of Amendment,
a copy of which is attached hereto as Exhibit 3.1, as filed with the Secretary of State of the State of Delaware on January 24, 2023.