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): March 31,
(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.
Securities Purchase Agreement
On March 31, 2020, Phio Pharmaceuticals Corp. (the “Company”)
entered into a securities purchase agreement with certain
institutional and accredited investors (the “Purchase Agreement”)
relating to the offering and sale of 1,713,064 shares of Company
common stock, par value $0.0001 per share (the “Common Stock”) at a
purchase price of $2.21 per share (the “Offering”). Concurrently
with the Offering, and pursuant to the Purchase Agreement, the
Company also commenced a private placement whereby it issued and
sold warrants (the “Warrants”) exercisable for an aggregate of up
to 1,713,064 shares of Common Stock, which represents 100% of the
shares of Common Stock sold in the Offering, with a purchase price
of $0.125 per underlying warrant share and an exercise price of
$2.21 per share (the “Private Placement”). The net proceeds to the
Company from the Offering and the Private Placement is
approximately $3.5 million, after deducting fees and
expenses. Subject to certain ownership limitations, the
Warrants are exercisable upon issuance. The Warrants will expire on
the 5.5 year anniversary of the date of issuance. None of the
Warrants, nor the Warrants Shares, have been registered under the
Securities Act of 1933, as amended.
Pursuant to an engagement letter, dated as of January 31, 2020,
between the Company and H.C. Wainwright & Co., LLC, or the
placement agent, 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 and the Private Placement. The
Company also agreed to pay the placement agent $90,000 for
non-accountable expenses and $12,900 for clearing fees. In
addition, the Company issued to the placement agent warrants to
purchase up to 128,480 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 an exercise price of $2.9188 per share
of Common Stock and expire on March 31, 2025.
The Offering and Private Placement closed on April 2,
The 1,713,064 shares of Common Stock sold in the Offering (but not
the Warrants or the Warrant Shares) were offered and sold pursuant
to a prospectus, dated March 31, 2020, in connection with a
takedown from the Company’s shelf registration statement on Form
S-3 (File No. 333-224031).
The Warrants, the Warrant Shares, the Placement Agent Warrants and
the shares of Common Stock issuable thereunder were sold and issued
without registration under the Securities Act of 1933, as amended
(the “Securities Act”) in reliance on the exemptions provided by
Section 4(a)(2) of the Securities Act as transactions not involving
a public offering and Rule 506 promulgated under the Securities Act
as sales to accredited investors.
The foregoing descriptions of the Purchase Agreement and the
Warrants are not complete and are qualified in their entirety by
references to the full text of the Purchase Agreement and the
Warrants, which are filed as exhibits to this report and are
incorporated by reference herein.
A copy of the opinion of Gibson, Dunn & Crutcher, LLP relating
to the validity of the securities issued in the Public Offering is
filed herewith as Exhibit 5.1.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosures in Item 1.01 of this Form 8-K regarding the
Warrants, and Warrant Shares, the Placement Agent Warrants and the
shares of Common Stock issuable thereunder are incorporated by
reference into this Item 3.02.
Item 9.01. Financial Statements and Exhibits.
* * *
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
April 2, 2020
President and Chief Executive Officer
Phio Pharmaceuticals (NASDAQ:PHIO)
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