---
schema_version: "secwatch.filing_event.v1"
accession: "0001437749-26-011761"
form_type: "8-K"
ticker: "PHIO"
cik: "0001533040"
company_name: "Phio Pharmaceuticals Corp."
filed_at: "2026-04-08T23:59:59+00:00"
generated_at: "2026-05-15T06:53:15.963930+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Phio Pharmaceuticals enters ATM offering agreement with H.C. Wainwright for up to $6.36M

## Summary
- Agreement allows sale of up to $6,360,000 of common stock via H.C. Wainwright as sales agent on an at-the-market basis.
- H.C. Wainwright receives a 3.0% commission on gross proceeds; company reimburses up to $75,000 in legal fees.
- No obligation to sell any shares; sales are made on Nasdaq Capital Market with T+1 settlement.
- Company provides customary indemnification to the sales agent under the agreement.
- The offering is registered under the company's existing S-3 shelf registration statement effective July 1, 2024.

## SEC filing metadata
- accession: 0001437749-26-011761
- form_type: 8-K
- ticker: PHIO
- cik: 0001533040
- company_name: Phio Pharmaceuticals Corp.
- filed_at: 2026-04-08T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1533040/000143774926011761/0001437749-26-011761-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1533040/000143774926011761/phio20260402_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001437749-26-011761
- JSON: https://secwatch.observer/filing/0001437749-26-011761.json
- Plain text: https://secwatch.observer/filing/0001437749-26-011761.txt

## Key facts
- Material Agreements
  Phio Pharmaceuticals Corp. entered into Sales Agreement with H.C. Wainwright & Co., LLC valued at $6,360,000 (effective 2026-04-08).
  - Action: entry
  - Agreement: atm program
  - Counterparty: H.C. Wainwright & Co., LLC
  - Value: $6,360,000
  - Effective: 2026-04-08
  source text: On April 8, 2026, Phio Pharmaceuticals Corp. (the “Company”) entered into an At The Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC, as sales agent (the “Sales Agent”), pursuant to which the Company may offer and sell, from time to time, through the Sales Agent, shares of the Company’s common stock, par value $0.0001 per share (the “Shares”). The offering and sale of up to $6,360,000 of the Shares pursuant to the Sales Agreement is being registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-279557), which was declared effective by the Securities and Exchange Commission (“SEC”) on July 1, 2024, which includes a base prospectus, and an accompanying prospectus supplement filed with the SEC on April 8, 2026.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1533040/000143774926011761/0001437749-26-011761-index.htm

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