---
schema_version: "secwatch.filing_event.v1"
accession: "0001437749-25-033600"
form_type: "8-K"
ticker: "PHIO"
cik: "0001533040"
company_name: "Phio Pharmaceuticals Corp."
filed_at: "2025-11-06T23:59:59+00:00"
generated_at: "2026-05-16T23:39:51.985310+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Phio raises ~$13.4M via warrant exercise inducement; issues new warrants for 11.3M shares

## Summary
- Entered inducement agreements for exercise of 5,663,182 existing warrants at reduced prices; gross proceeds ~$13.4M.
- First closings Nov 4 & 6 generated ~$12.6M; second expected by Nov 18 for remaining 350,000 warrants.
- Issued new unregistered Series A warrants to purchase up to 11,326,364 shares at $2.05, 24-month term.
- Proceeds to fund working capital and accelerate development of PH-762 for cutaneous carcinomas.
- H.C. Wainwright acting as placement agent; fees include 7.5% cash fee and placement agent warrants.

## SEC filing metadata
- accession: 0001437749-25-033600
- form_type: 8-K
- ticker: PHIO
- cik: 0001533040
- company_name: Phio Pharmaceuticals Corp.
- filed_at: 2025-11-06T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 3.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1533040/000143774925033600/0001437749-25-033600-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1533040/000143774925033600/phio20251029_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001437749-25-033600
- JSON: https://secwatch.observer/filing/0001437749-25-033600.json
- Plain text: https://secwatch.observer/filing/0001437749-25-033600.txt

## Key facts
- Equity Issuances
  Phio Pharmaceuticals Corp. issued up to 424,739 shares of Common Stock of warrant to H.C. Wainwright & Co., LLC for services as placement agent.
  - Security: warrant
  - Shares: up to 424,739 shares of Common Stock
  - Purchaser: H.C. Wainwright & Co., LLC
  - Consideration: services as placement agent
  source text: Additionally, in connection with the above-mentioned offering, the Company agreed to issue to Wainwright or its designees as compensation, warrants to purchase up to an aggregate of 424,739 shares of Common Stock, equal to 7.5% of the aggregate number of Existing Warrants exercised in the offering (the “Placement Agent Warrants”) and, if the New Warrants are exercised for cash in the future, further warrants to purchase shares of Common Stock equal to the 7.5% of the aggregate number of New Warrants so exercised.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1533040/000143774925033600/0001437749-25-033600-index.htm
- Equity Issuances
  Phio Pharmaceuticals Corp. issued up to 11,326,364 shares of Common Stock of warrant to holders of existing common stock warrants for exercise of existing warrants for cash and payment of $0.125 per New Warrant, aggregate $1,415,795.50.
  - Security: warrant
  - Shares: up to 11,326,364 shares of Common Stock
  - Purchaser: holders of existing common stock warrants
  - Consideration: exercise of existing warrants for cash and payment of $0.125 per New Warrant, aggregate $1,415,795.50
  source text: In consideration for the exercise of such warrants for cash and the payment of an additional $0.125 per New Warrant (as defined below), or an aggregate of $1,415,795.50 for all New Warrants, the Company agreed to issue to the Holders new unregistered Series A Warrants (the “New Warrants”) to purchase an aggregate of up to 11,326,364 shares of Common Stock (the “New Warrant Shares”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1533040/000143774925033600/0001437749-25-033600-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.