Phio Pharmaceuticals Corp. announced that it has entered into definitive agreements to issue 700,935 shares at a price of $4.28 per share for gross proceeds of $3,000,002, unregistered series A warrants to purchase up to an aggregate of 934,581 shares of common stock and unregistered series B warrants to purchase up to an aggregate of 934,581 shares of common stock on May 31, 2023. Each series of warrants will have an exercise price $4.03 per share and become exercisable immediately upon issuance.

The Series A warrants have a term of five and one-half years from the date of issuance and the Series B warrants have a term of eighteen months from the date of issuance. The company will issue securities pursuant to exemption provided under regulation D. The transaction is expected to close on or about June 2, 2023, subject to the satisfaction of customary closing conditions.