SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 17,
PHIO PHARMACEUTICALS CORP.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
of incorporation or organization)
257 Simarano Drive, Suite 101
Marlborough, Massachusetts 01752
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (508)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
communications pursuant to Rule 425 under the Securities Act (17
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
Securities registered pursuant to Section 12(b) of the Act:
of each class of securities:
of exchange on which registered:
Stock, par value $0.0001
Nasdaq Capital Market
Securities registered pursuant to Section 12(g) of the Act:
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive Agreement.
Common Stock Offering
On November 18, 2019, Phio Pharmaceuticals Corp. (the “Company”)
entered into a Placement Agency Agreement (the “Placement Agency
Agreement”) with H.C. Wainwright & Co., LLC, as placement
agent, pursuant to which the Company agreed to issue and sell, in a
registered public offering of the Company (the “Offering”),
10,000,000 shares of the Company’s common stock, par value $0.0001
per share (the “Common Stock”) to certain investors. The offering
price was $0.10 per share of Common Stock.
Each purchaser in the Offering was required, as a condition to such
purchase, to execute a subscription agreement pursuant to which
they (i) agreed, effective until November 19, 2019, the record date
of our next stockholder meeting, not to sell, dispose or otherwise
transfer, directly or indirectly any shares of our Common Stock
that they own or control as of the closing of this Offering and
(ii) agreed to vote at our next stockholder meeting the shares of
our Common Stock that they own or control as of the closing of this
Offering in favor of an amendment of our articles of incorporation
to undertake a reverse stock split of our Common Stock.
The Placement Agency Agreement contains customary representations
and warranties, agreements and obligations, conditions to closing
and termination provisions.
The net proceeds to the Company from the Offering is approximately
$725,000, after deducting fees and expenses. The Company intends to
use substantially all of the net proceeds of the Offering primarily
for the development of the Company’s immuno-oncology program, for
other research and development activities and for general working
Pursuant to the Placement Agency Agreement, 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 We also agreed
to pay the placement agent up to $40,000 for legal expenses and
reimburse the placement agent up to $10,000 for clearing expenses.
In addition, the Company, upon closing of the Offering, issued to
the placement agent warrants to purchase up to 750,000 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 a price
of $0.125 per share of Common Stock, subject to adjustment in
certain circumstances, may be exercised on a cashless basis under
certain circumstances, and expire on November 19, 2024.
The shares of Common Stock sold in the Offering were offered and
sold pursuant to a prospectus, dated April 6, 2018, and a
prospectus supplement dated November 18, 2019, in connection with a
takedown from the Company’s shelf registration statement on Form
S-3 (File No. 333-224031), which was declared effective by the
Securities and Exchange Commission on April 6, 2018. The Offering
was made only by means of a prospectus forming a part of the
effective registration statement.
The foregoing descriptions of the Placement Agency Agreement and
the Placement Agent Warrants are not complete and are qualified in
their entirety by reference to the full text of the Placement
Agency Agreement and the forms of the Placement Agent Warrant,
copies of which are filed as Exhibit 1.1 and Exhibit 4.1 to this
Current Report on Form 8-K and hereby incorporated by reference
herein. Attached as Exhibit 5.1 is an opinion of counsel regarding
the due authorization of the Common Stock sold in the Offering.
On November 17, 2019, the Company unilaterally reduced the per
share exercise price of all of the outstanding common stock
warrants (but excluding any pre-funded warrants) issued under the
Company’s prospectus dated as of October 1, 2018 (the “Warrants”)
to an exercise price of $0.19 per share, which was equal to the
closing price of the Company’s common stock on the Nasdaq Capital
Market on November 15, 2019. The reduction in the exercise price
became effective as of November 19, 2019 concurrent with the
closing of the Offering. Other than the reduction in the per share
exercise price, all other terms and provisions of the Warrants
remain unchanged. Upon the exercise of the Warrants, the Company
would potentially receive proceeds of up to $4.07 million. There
can be no assurance that the Warrants will be exercised.
Item 9.01 Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Date: November 19, 2019
President and Chief Executive Officer
Phio Pharmaceuticals (NASDAQ:PHIO)
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