Amended Statement of Ownership (sc 13g/a)
January 29 2021 - 6:22AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
PHIO Pharmaceuticals Corp.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
71880W303
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
1.
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Names of Reporting Persons.
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Mitchell P. Kopin
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☐
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(b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
United States of America
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Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
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5.
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Sole Voting Power
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0
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6.
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Shared Voting Power
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445,383
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7.
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Sole Dispositive Power
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0
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8.
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Shared Dispositive Power
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445,383
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9.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
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445,383 (see Item 4)
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10.
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Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount in Row
(9)
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7.2% (see Item 4)
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12.
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Type of Reporting Person (See Instructions)
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IN; HC
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1.
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Names of Reporting Persons.
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Daniel B. Asher
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☐
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(b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
United States of America
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Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
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5.
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Sole Voting Power
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0
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6.
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Shared Voting Power
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445,383
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7.
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Sole Dispositive Power
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0
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8.
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Shared Dispositive Power
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445,383
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9.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
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|
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445,383 (see Item 4)
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10.
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Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount in Row
(9)
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7.2% (see Item 4)
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12.
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Type of Reporting Person (See Instructions)
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IN; HC
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1.
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Names of Reporting Persons.
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Intracoastal Capital LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☐
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(b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
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5.
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Sole Voting Power
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0
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6.
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Shared Voting Power
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445,383
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7.
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Sole Dispositive Power
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0
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8.
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Shared Dispositive Power
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445,383
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9.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
|
|
|
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445,383 (see Item 4)
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10.
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Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) ☐
|
|
|
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11.
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Percent of Class Represented by Amount in Row
(9)
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7.2% (see Item 4)
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12.
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Type of Reporting Person (See Instructions)
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OO
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This Amendment No. 1 is being filed jointly by the Reporting
Persons and amends the Schedule 13G initially filed by the Reporting Persons with the Securities and Exchange Commission (the
“SEC”) on February 13, 2020 (the “Schedule 13G”).
Except as set forth below, all Items of the Schedule 13G
remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule
13G.
Item 4. Ownership.
(a) and (b):
As of the close of business on December 31, 2020, each of the
Reporting Persons may have been deemed to have beneficial ownership of 445,383 shares of Common Stock, which consisted of (i) 214,133
shares of Common Stock issuable upon exercise of a warrant held by Intracoastal (“Intracoastal Warrant 1”) and
(ii) 231,250 shares of Common Stock issuable upon exercise of a second warrant held by Intracoastal (“Intracoastal Warrant
2”), and all such shares of Common Stock represented beneficial ownership
of approximately 7.2% of the Common Stock, based on (1) 5,780,592 shares of Common Stock outstanding as of November 6, 2020 as
reported by the Issuer, plus (2) 214,133 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1 and (3) 231,250
shares of Common Stock issuable upon exercise of Intracoastal Warrant 2. The foregoing excludes (I) 55,492 shares of Common Stock
issuable upon exercise of a third warrant held by Intracoastal (“Intracoastal Warrant 3”) because Intracoastal
Warrant 3 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant
3 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together
with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s
affiliates, of more than 4.99% of the Common Stock, (II) 4,099 shares of Common Stock issuable upon exercise of a fourth warrant
held by Intracoastal (“Intracoastal Warrant 4”) because Intracoastal Warrant 4 contains a blocker provision
under which the holder thereof does not have the right to exercise Intracoastal Warrant 4 to the extent (but only to the extent)
that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and
any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of the
Common Stock and (III) 182 shares of Common Stock issuable upon exercise of a fifth warrant held by Intracoastal (“Intracoastal
Warrant 5”) because Intracoastal Warrant 5 contains a blocker provision under which the holder thereof does not have
the right to exercise Intracoastal Warrant 5 to the extent (but only to the extent) that such exercise would result in beneficial
ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together
with the holder or any of the holder’s affiliates, of more than 4.99% of the Common Stock. Without such blocker provisions,
each of the Reporting Persons may have been deemed to have beneficial ownership of 505,156 shares of Common Stock.
(c) Number of shares
as to which each Reporting Person has:
(i) Sole power to vote or to direct the vote: 0 .
(ii) Shared power to vote or to direct the vote:
445,383 .
(iii) Sole power to dispose or to direct the disposition
of 0 .
(iv) Shared power to dispose or to direct the disposition
of 445,383 .
Item 10. Certification
By signing below I
certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under §240.14a-11.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: January 29, 2021
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/s/ Mitchell P. Kopin
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Mitchell P. Kopin
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/s/ Daniel B. Asher
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Daniel B. Asher
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Intracoastal Capital LLC
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By:
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/s/ Mitchell P. Kopin
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Mitchell P. Kopin, Manager
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Page 6 of 6
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