---
schema_version: "secwatch.filing_event.v1"
accession: "0001683168-23-003863"
form_type: "8-K"
ticker: "PHIO"
cik: "0001533040"
company_name: "Phio Pharmaceuticals Corp."
filed_at: "2023-06-02T23:59:59+00:00"
generated_at: "2026-06-14T08:10:38.928287+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Phio raises ~$4M in concurrent registered direct offering and private placement at $4.28/share

## Summary
- Gross proceeds ~$4M; net proceeds ~$3.5M after fees; closed June 2, 2023.
- Issued 233,646 shares in registered direct and 700,935 shares (or pre-funded warrants) in private placement at $4.28 each.
- Issued Series A (5.5-yr term) and Series B (18-mo term) warrants to purchase up to 934,581 shares each at $4.03.
- Proceeds to fund immuno-oncology programs, working capital, and general corporate purposes.
- H.C. Wainwright acted as placement agent; received 7.5% cash fee and warrants to purchase 70,094 shares at $5.35.

## SEC filing metadata
- accession: 0001683168-23-003863
- form_type: 8-K
- ticker: PHIO
- cik: 0001533040
- company_name: Phio Pharmaceuticals Corp.
- filed_at: 2023-06-02T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 3.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1533040/000168316823003863/0001683168-23-003863-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1533040/000168316823003863/phio_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001683168-23-003863
- JSON: https://secwatch.observer/filing/0001683168-23-003863.json
- Plain text: https://secwatch.observer/filing/0001683168-23-003863.txt

## Key facts
- Material Agreements
  Phio Pharmaceuticals Corp. entered into Registered Direct Purchase Agreement with certain institutional and accredited investors valued at 233,646 shares of common stock at $4.28 per share; RD Series A and B warrants (effective 2023-05-31).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: certain institutional and accredited investors
  - Value: 233,646 shares of common stock at $4.28 per share; RD Series A and B warrants
  - Effective: 2023-05-31
  source text: On May 31, 2023, Phio Pharmaceuticals Corp. (the “Company”) entered into a securities purchase agreement (the “Registered Direct Purchase Agreement”) with certain institutional and accredited investors in connection with a registered direct offering (the “Registered Direct Offering”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1533040/000168316823003863/0001683168-23-003863-index.htm
- Material Agreements
  Phio Pharmaceuticals Corp. entered into Engagement Letter with H.C. Wainwright & Co., LLC with H.C. Wainwright & Co., LLC valued at Cash fee of 7.5% of gross proceeds; management fee of 1.0%; $60,000 for non-accountable expenses; $1 (effective 2023-01-20).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: H.C. Wainwright & Co., LLC
  - Value: Cash fee of 7.5% of gross proceeds; management fee of 1.0%; $60,000 for non-accountable expenses; $1
  - Effective: 2023-01-20
  source text: Pursuant to an engagement letter, dated as of January 20, 2023 (the “Engagement Letter”), between the Company and H.C. Wainwright & Co., LLC (the “Placement Agent”), the Company agreed to pay the Placement Agent a total cash fee equal to 7.5% of the gross proceeds received in the Registered Direct Offering and the PIPE Private Placement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1533040/000168316823003863/0001683168-23-003863-index.htm
- Material Agreements
  Phio Pharmaceuticals Corp. entered into PIPE Purchase Agreement with same institutional and accredited investors valued at 72,000 unregistered shares of common stock at $4.28 per share; pre-funded warrants; Series A and B w (effective 2023-05-31).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: same institutional and accredited investors
  - Value: 72,000 unregistered shares of common stock at $4.28 per share; pre-funded warrants; Series A and B w
  - Effective: 2023-05-31
  source text: On May 31, 2023, the Company also entered into a securities purchase agreement (the “PIPE Purchase Agreement” and, together with the Registered Direct Purchase Agreement, the “Purchase Agreements”) and a registration rights agreement (the “Registration Rights Agreement”) with the same institutional and accredited investors in connection with a concurrent private placement (the “PIPE Private Placement”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1533040/000168316823003863/0001683168-23-003863-index.htm

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