o None
Entity Type
0001533040
RXI Pharmaceuticals Corporation
RXi Pharmaceuticals Corp
 
x Corporation
o Limited Partnership
o Limited Liability Company
o General Partnership
o Business Trust
o Other
Name of Issuer
 Phio Pharmaceuticals Corp.
Jurisdiction of Incorporation/Organization
DELAWARE
 
Year of Incorporation/Organization
  x Over Five Years Ago
  o Within Last Five Years (Specify Year)  
  o Yet to Be Formed  



2. Principal Place of Business and Contact Information
Name of Issuer  
 Phio Pharmaceuticals Corp.  
Street Address 1 Street Address 2
 257 SIMARANO DRIVE  SUITE 101
City State/Province/Country ZIP/Postal Code Phone No. of Issuer
 MARLBOROUGH  MASSACHUSETTS  01752  508-767-3861 



3. Related Persons
Last Name First Name Middle Name
Dispersyn Gerrit
Street Address 1 Street Address 2
c/o Phio Pharmaceuticals Corp. 257 Simarano Drive, Suite 101
City State/Province/Country ZIP/Postal Code
Marlborough MASSACHUSETTS 01752
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
 

Last Name First Name Middle Name
Kontulis Caitlin
Street Address 1 Street Address 2
c/o Phio Pharmaceuticals Corp. 257 Simarano Drive, Suite 101
City State/Province/Country ZIP/Postal Code
Marlborough MASSACHUSETTS 01752
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
 

Last Name First Name Middle Name
Cauwenbergh Geert
Street Address 1 Street Address 2
c/o Phio Pharmaceuticals Corp. 257 Simarano Drive, Suite 101
City State/Province/Country ZIP/Postal Code
Marlborough MASSACHUSETTS 01752
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
 

Last Name First Name Middle Name
Bitterman Robert J.
Street Address 1 Street Address 2
c/o Phio Pharmaceuticals Corp. 257 Simarano Drive, Suite 101
City State/Province/Country ZIP/Postal Code
Marlborough MASSACHUSETTS 01752
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
 

 
Last Name First Name Middle Name
Dorman H. Paul
Street Address 1 Street Address 2
c/o Phio Pharmaceuticals Corp. 257 Simarano Drive, Suite 101
City State/Province/Country ZIP/Postal Code
Marlborough MASSACHUSETTS 01752
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
 

Last Name First Name Middle Name
Freeman Jonathan
Street Address 1 Street Address 2
c/o Phio Pharmaceuticals Corp. 257 Simarano Drive, Suite 101
City State/Province/Country ZIP/Postal Code
Marlborough MASSACHUSETTS 01752
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
 

Last Name First Name Middle Name
Lockshin Curtis A.
Street Address 1 Street Address 2
c/o Phio Pharmaceuticals Corp. 257 Simarano Drive, Suite 101
City State/Province/Country ZIP/Postal Code
Marlborough MASSACHUSETTS 01752
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
 

Last Name First Name Middle Name
Ferrara Robert
Street Address 1 Street Address 2
c/o Phio Pharmaceuticals Corp. 257 Simarano Drive, Suite 101
City State/Province/Country ZIP/Postal Code
Marlborough MASSACHUSETTS 01752
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
 

 


4. Industry Group
o Agriculture   Health Care o Retailing
  Banking & Financial Services   o Biotechnology o Restaurants
  o Commercial Banking   o Health Insurance   Technology
  o Insurance   o Hospitals & Physicians   o Computers
  o Investing   x Pharmaceuticals   o Telecommunications
  o Investment Banking   o Other Health Care   o Other Technology
  o Pooled Investment Fund

        Travel
  o Other Banking & Financial Services o Manufacturing   o Airlines & Airports
  Real Estate   o Lodging & Conventions
  o Commercial   o Tourism & Travel Services
  o Construction   o Other Travel
  o REITS & Finance o Other
  o Residential  
  o Other Real Estate  
o Business Services  
  Energy  
  o Coal Mining  
  o Electric Utilities  
  o Energy Conservation  
  o Environmental Services  
  o Oil & Gas  
  o Other Energy  


5. Issuer Size
Revenue Range Aggregate Net Asset Value Range
o No Revenues o No Aggregate Net Asset Value
o $1 - $1,000,000 o $1 - $5,000,000
o $1,000,001 - $5,000,000 o $5,000,001 - $25,000,000
o $5,000,001 - $25,000,000 o $25,000,001 - $50,000,000
o $25,000,001 - $100,000,000 o $50,000,001 - $100,000,000
o Over $100,000,000 o Over $100,000,000
x Decline to Disclose o Decline to Disclose
o Not Applicable o Not Applicable


6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
o Rule 504(b)(1) (not (i), (ii) or (iii)) o Rule 505
o Rule 504 (b)(1)(i) x Rule 506(b)
o Rule 504 (b)(1)(ii) o Rule 506(c)
o Rule 504 (b)(1)(iii) o Securities Act Section 4(a)(5)
  o Investment Company Act Section 3(c)

7. Type of Filing
x New Notice Date of First Sale  2020-02-06 o First Sale Yet to Occur
o Amendment

8. Duration of Offering
Does the Issuer intend this offering to last more than one year? o Yes x No

9. Type(s) of Securities Offered (select all that apply)
o Pooled Investment Fund Interests o Equity
o Tenant-in-Common Securities o Debt
o Mineral Property Securities x Option, Warrant or Other Right to Acquire Another Security
x Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security o Other (describe)
   


10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? o Yes x No
 
Clarification of Response (if Necessary)  
  

11. Minimum Investment
Minimum investment accepted from any outside investor $ 0 USD

12. Sales Compensation
Recipient Recipient CRD Number o None
 H.C. Wainwright & Co., LLC  375
(Associated) Broker or Dealer x None (Associated) Broker or Dealer CRD Number x None
     
Street Address 1 Street Address 2
 430 PARK AVENUE   
City State/Province/Country ZIP/Postal Code
 NEW YORK  NEW YORK  10002
State(s) of Solicitation o All States o Foreign/Non-US
 NEW YORK
 NEW JERSEY
 ILLINOIS
 

 



13. Offering and Sales Amounts
Total Offering Amount $ 1903128 USD o Indefinite
Total Amount Sold $ 1903128 USD  
Total Remaining to be Sold $ 0 USD o Indefinite
 
Clarification of Response (if Necessary)
 The amount sold reflects the purchase amount of the warrants issued to investors and the warrants issued to H.C. Wainwright & Co., LLC, the placement agent of the private placement.


14. Investors
o Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
 
  Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: 6


15. Sales Commissions & Finders’ Fees Expenses
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions $ 102900 USD o Estimate
Finders' Fees $ 0 USD x Estimate
 
Clarification of Response (if Necessary)
 In connection with the registered direct offering concurrent with the private placement, the Placement agent received $102,900 for fees and warrants to purchase up to 14,779 shares of common stock exercisable at an exercise price of $11.0375 per share.


16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
  $ 0 USD x
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