Item 8.01. Other Events.

On December 16, 2019, Phio Pharmaceuticals Corp. (the "Company") received written notice from The Nasdaq Stock Market LLC ("Nasdaq") indicating that the Nasdaq Hearings Panel (the "Panel") had granted the Company's request for continued listing on Nasdaq. The Company's continued listing on Nasdaq is subject to the Company's timely compliance with the following terms: (1) on or before January 16, 2020, the Company must inform the Panel that it has obtained an affirmative shareholder vote for the implementation of a reverse stock split, and (2) on or before January 29, 2020, the Company must demonstrate compliance with the bid price requirement by evidencing a closing bid price of at least $1.00 per share for a minimum of ten (though generally not more than twenty) consecutive business days.

As previously disclosed, on November 12, 2019, the Company received written notice from the Nasdaq Listing Qualifications Department indicating that, based upon the Company's continued non-compliance with the minimum $1.00 bid price requirement, the Company securities were subject to delisting unless the Company timely requested a hearing before the Panel. The hearing was held on December 12, 2019, and the Panel's December 16, 2019 decision is in direct response thereto.





Forward-Looking Statements

This Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements are characterized by future or conditional verbs such as "may," "will," "expect," "intend," "anticipate," "believe," "estimate," "continue" and similar words. Such statements are only predictions and actual events or results may differ materially from those anticipated in these forward-looking statements. You should not place undue reliance on any forward-looking statements. The Company does not assume any obligation to update forward-looking statements as circumstances change, except as required by securities laws. There can be no assurance that the Company will obtain the affirmative stockholder vote necessary to effect a reverse stock split or that the Company will have a closing bid price of $1.00 or more for a minimum of ten prior consecutive trading days.











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