Securities Registration Statement (simplified Form) (s-3/a)
February 04 2021 - 5:25PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on February 4, 2021
Registration No. 333-252588
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PHIO PHARMACEUTICALS CORP.
(Exact name of Registrant as specified
in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
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2834
(Primary Standard Industrial
Classification Code Number)
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45-3215903
(I.R.S. Employer
Identification Number)
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257 Simarano Drive, Suite 101
Marlborough, Massachusetts 01752
(508) 767-3861
(Address, including zip code, and telephone
number, including area code, of Registrant’s principal executive offices)
Gerrit Dispersyn, Dr. Med. Sc.
President & CEO
Phio Pharmaceuticals Corp.
257 Simarano Drive, Suite 101
Marlborough, Massachusetts 01752
(508) 767-3861
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Copies to:
Ryan A. Murr
Gibson, Dunn & Crutcher LLP
555 Mission Street, Suite 3000
San Francisco, CA 94105
Telephone: (415) 393-8373
Facsimile: (415) 374-8430
Approximate date
of commencement of proposed sale to the public:
As soon as practicable
after the effective date of this Registration Statement.
If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the
following box. x
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment
filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☐
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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 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment
which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 1 (this “Amendment”) to the Registration
Statement on Form S-3 (File No 333-252588) (the “Registration Statement”) of Phio Pharmaceuticals Corp. (the “Company”)
is being filed solely to file a revised consent of BDO USA, LLP, the Company’s independent registered public accounting firm,
as Exhibit 23.1 to the Registration Statement. Accordingly, this Amendment consists solely of the facing page, this Explanatory
Note, Item 16 of Part II of the Registration Statement, the signature page and Exhibit 23.1. The prospectus and the balance of
Part II of the Registration Statement are unchanged and have been omitted.
Item
16. Exhibits and Financial Statement Schedules
Exhibits
Exhibit
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Incorporated by Reference Herein
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Number
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Description
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Form
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Date
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3.1
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Amended and Restated Certificate of Incorporation of Phio Pharmaceuticals Corp.
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Current Report on Form 8-K (File No. 001-36304)
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November 19, 2018
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3.2
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Phio Pharmaceuticals Corp.
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Current Report on Form 8-K (File No. 001-36304)
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January 14, 2020
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3.3
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Amended and Restated Bylaws of Phio Pharmaceuticals Corp.
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Current Report on Form 8-K (File No. 001-36304)
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October 13, 2020
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4.1
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Form of Warrant.
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Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-214199)
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December 14, 2016
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4.2
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Form of Warrant.
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Current Report on Form 8-K (File No. 001-36304)
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April 11, 2018
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4.3
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Form of Placement Agent Warrant.
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Current Report on Form 8-K (File No. 001-36304)
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April 11, 2018
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4.4
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Form of Warrant.
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Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-221173)
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September 28, 2018
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4.5
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Form of Underwriter Warrant.
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Current Report on Form 8-K (File No. 001-36304)
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October 5, 2018
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4.6
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Form of Placement Agent Warrant.
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Current Report on Form 8-K (File No. 001-36304)
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November 20, 2019
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4.7
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Form of Warrant.
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Current Report on Form 8-K (File No. 001-36304)
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February 6, 2020
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4.8
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Form of Warrant.
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Current Report on Form 8-K (File No. 001-36304)
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February 13, 2020
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4.9
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Form of Underwriter Warrant.
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Current Report on Form 8-K (File No. 001-36304)
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February 13, 2020
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________________________
Filed herewith.
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*
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Previously filed.
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**
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Signatures
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Marlborough, Massachusetts, on February 4, 2021.
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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, Dr. Med. Sc.
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President and Chief Executive Officer
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Pursuant to the requirements
of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ Gerrit
Dispersyn
Gerrit Dispersyn, Dr. Med. Sc.
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President,
Chief Executive Officer and Director
(Principal Executive Officer and Principal
Financial Officer)
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February 4, 2021
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/s/ Caitlin
Kontulis
Caitlin Kontulis
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Vice President
of Finance & Administration and Secretary
(Principal
Accounting Officer)
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February 4, 2021
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*
Robert J. Bitterman
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Director
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February 4, 2021
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*
Geert Cauwenbergh, Dr. Med. Sc.
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Director
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February 4, 2021
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H. Paul Dorman
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Director
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February 4, 2021
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Robert L. Ferrara
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Director
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February 4, 2021
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Jonathan E. Freeman, Ph.D.
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Director
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February 4, 2021
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Curtis A. Lockshin, Ph.D.
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Director
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February 4, 2021
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*By:
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/s/ Gerrit Dispersyn
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Gerrit Dispersyn, Dr. Med. Sc.
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Attorney-in-fact
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