PHIO PHARMACEUTICALS CORP. : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On February 12, 2021, Phio Pharmaceuticals Corp. (the "Company") entered into a securities purchase agreement with certain institutional and accredited investors (the "Purchase Agreement") relating to the offering and sale of 2,246,784 shares of Company common stock, par value $0.0001 per share (the "Common Stock") at a purchase price of $3.42 per share (the "Offering"). The net proceeds to the Company from the Offering was approximately $6.9 million, after deducting fees and expenses.

Pursuant to an engagement letter, dated as of January 20, 2021, between the Company and H.C. Wainwright & Co., LLC, or the placement agent, the Company agreed to pay the placement agent a cash fee of 7.5% and a management fee of 1.0% of the aggregate gross proceeds of the Offering. The Company also agreed to pay the placement agent up to $85,000 for certain expenses. In addition, the Company issued to the placement agent warrants to purchase up to 168,509 shares of Common Stock (the "Placement Agent Warrants"), or 7.5% of the aggregate number of shares of Common Stock sold in the Offering. The Placement Agent Warrants are immediately exercisable at an exercise price of $4.275 per share of Common Stock and expire on February 12, 2026.

The Offering closed on February 17, 2021.

The 2,246,784 shares of Common Stock sold in the Offering were offered and sold pursuant to a prospectus supplement, dated February 12, 2021, in connection with a takedown from the Company's shelf registration statement on Form S-3 (File No. 333-224031).

The Placement Agent Warrants and the shares of Common Stock issuable thereunder were sold and issued without registration under the Securities Act of 1933, as amended (the "Securities Act") in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors.

The foregoing descriptions of the Purchase Agreement and the Placement Agent Warrants are not complete and are qualified in their entirety by references to the full text of the Purchase Agreement and the Placement Agent Warrants, which are filed as exhibits to this report and are incorporated by reference herein.

A copy of the opinion of Gibson, Dunn & Crutcher, LLP relating to the validity of the securities issued in the Offering is filed herewith as Exhibit 5.1.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosures in Item 1.01 of this Form 8-K regarding the Placement Agent Warrants and the shares of Common Stock issuable thereunder are incorporated by reference into this Item 3.02.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits




Exhibit No.   Description
4.1             Form of Placement Agent Warrant

5.1             Opinion of Gibson, Dunn & Crutcher, LLP

10.1            Form of Securities Purchase Agreement, dated February 12, 2021, by
              and between the Company and the Purchasers signatory therein.

23.1            Consent of Gibson, Dunn & Crutcher, LLP   (contained in Exhibit 5.1)


















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