Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 5, 2020, the Board of Directors (the "Board") of Phio Pharmaceuticals Corp. (the "Company") amended the Company's Amended and Restated Bylaws, as amended (the "Bylaws"), effective as of October 8, 2020. Section 2.1 of the existing Bylaws has been amended to provide that the number of directors of the Company shall not be less than two and not more than seven. The Bylaws previously provided that the number of directors of the Company shall not be less than two and not more than six.

The foregoing description is qualified in its entirety by the Bylaws, set forth as Exhibit 3.1 and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2020 Annual Meeting of Stockholders of the Company was held on October 8, 2020 (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders voted on the following proposals, each as described in the Company's Definitive Proxy Statement, filed on Schedule 14A on August 28, 2020 (the "Proxy Statement"): (i) election of seven directors to serve until the Company's 2021 Annual Meeting of Stockholders; (ii) ratification of BDO USA, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2020; and (iii) approval of the Company's 2020 Long Term Incentive Plan.

The Company had 5,780,533 shares of common stock issued and outstanding at the close of business on August 18, 2020, the record date for eligibility to vote at the Annual Meeting, and there were present (in person or represented by valid proxy) a total of 3,158,463 shares of common stock. All matters submitted to a vote of the Company's stockholders at the Annual Meeting were approved, and all director nominees were elected.

The number of votes cast for and against, and the number of abstentions and broker non-votes with respect to each matter voted upon at the Annual Meeting are set forth below:

(i) Election of Seven Directors.





             Name               Votes For Votes Withheld
Robert J. Bitterman              389,285      62,713
Geert Cauwenbergh, Dr. Med. Sc.  386,854      65,144
Gerrit Dispersyn, Dr. Med. Sc.   397,465      54,533
H. Paul Dorman                   389,477      62,521
Robert L. Ferrara                394,550      57,448
Jonathan E. Freeman, Ph.D.       390,635      61,363
Curtis A. Lockshin, Ph.D.        397,634      54,364

There were 2,706,465 broker non-votes regarding the election of directors.

(ii) Ratification of BDO USA, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2020.

Stockholders of the Company ratified the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2020. The results of the voting on this proposal were: 3,015,121 votes for, 131,699 votes against and 11,643 votes abstained. There were no broker non-votes regarding this proposal.

(iii) Approval of the Company's 2020 Long Term Incentive Plan.

Stockholders of the Company approved the Company's 2020 Long Term Incentive Plan. The results of the voting on this proposal were: 250,337 votes for, 99,736 votes against and 101,925 votes abstained. There were 2,706,465 broker non-votes regarding this proposal.











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Item 9.01. Financial Statements and Exhibits.





(d) Exhibits




Exhibit No.   Description
3.1             Amended and Restated Bylaws of Phio Pharmaceuticals Corp., effective
              October 8, 2020.






























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