Amended Current Report Filing (8-k/a)
December 06 2019 - 5:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event
reported): December 3, 2019 (November 12, 2019)
PHIO PHARMACEUTICALS CORP.
(Exact name of registrant as specified
in its charter)
Delaware
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001-36304
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45-3215903
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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257 Simarano Drive, Suite 101
Marlborough, Massachusetts 01752
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number,
including area code: (508) 767-3861
Indicate by check mark whether the registrant is an emerging
growth company as defined in 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. ☐
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. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class of securities:
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Trading Symbol(s):
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Name of exchange on which registered:
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Common Stock, par value $0.0001
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PHIO
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The Nasdaq Capital Market
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Explanatory Note
On November 12, 2019, Phio Pharmaceuticals
Corp. (the “Company”) filed a Current Report on Form 8-K with the Securities and Exchange Commission to report that
the Company received written notice from The Nasdaq Capital Market (“Nasdaq”) that the Company was not in compliance
with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on Nasdaq (the “Common
Stock Delisting Notice”). The sole purpose of this Current Report on Form 8-K/A is to report on the Warrant Delisting Notice
(as defined below) received by the Company on December 3, 2019.
Item 3.01 Notice of Delisting or Failure to Satisfy Continued
Listing Rule or Standard; Transfer of Listing.
On December 3, 2019, the Company received
an additional notice from Nasdaq notifying the Company that its common stock warrants were no longer in compliance with Listing
Rule 5560(a) due to the fact that the underlying security, the Company’s common stock, is subject to delisting (the “Warrant
Delisting Notice”).
On November 19, 2019,
the Company requested an appeal of Nasdaq’s determination, and is scheduled to appear before a Nasdaq hearing panel on December
12, 2019 (the “Hearing”). At the Hearing, the Company will present its plan to regain compliance with both Nasdaq Listing
Rule 5550(a)(2) and Rule 5560(a).
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 panel will determine to continue to allow the listing of the Company’s common stock on the Nasdaq
or that the Company will be able to evidence compliance with the applicable listing criteria within the period of time, if any,
that may be granted by the panel.
A copy of the Warrant
Delisting Notice is attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
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: December 6, 2019
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PHIO PHARMACEUTICALS CORP.
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By:
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/s/ Gerrit Dispersyn
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Gerrit Dispersyn
President and Chief Executive Officer
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