(Amendment No. 1)







Date of report (Date of earliest event reported): December 3, 2019 (November 12, 2019)




(Exact name of registrant as specified in its charter)


Delaware   001-36304   45-3215903

(State or other jurisdiction

of incorporation or organization)



File Number)


(I.R.S. Employer

Identification No.)


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):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class of securities:   Trading Symbol(s): Name of exchange on which registered:
Common Stock, par value $0.0001   PHIO The Nasdaq Capital Market








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.


Exhibit No. Description
99.1 Letter from Nasdaq Listings Qualification department dated December 3, 2019











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


  By: /s/ Gerrit Dispersyn
    Gerrit Dispersyn
President and Chief Executive Officer














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