Phio Pharmaceuticals Corp 2024年度报告

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024 Or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number001-36304 PHIO PHARMACEUTICALS CORP.(Exact name of registrant as specified in its charter) Delaware45-3215903(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.) 11 Apex Drive,Suite 300A PMB 2006,Marlborough,Massachusetts01752(Address of principal executive offices and Zip Code) (508)767-3861(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☐Yes☒No Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section 15(d) of the Act.☐Yes☒No Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Largeaccelerated filer☐Non-accelerated filer☒ Acceleratedfiler☐Smallerreportingcompany☒Emerginggrowthcompany☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐Yes☒No The aggregate market value of the registrant’s common stock, $0.0001 par value per share (“Common Stock”), held by non-affiliatesof the registrant, based on the closing sale price of the Common Stock on June 28, 2024, was approximately $3.2million. Shares ofCommon Stock held by each officer and director and by each person who is known to own 10% or more of the outstanding CommonStock have been excluded in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status isnot necessarily a conclusive determination for other purposes. As of March 20, 2025 the registrant had4,778,154shares of Common Stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. TABLE OF CONTENTS PHIO PHARMACEUTICALS CORP.ANNUAL REPORT ON FORM 10-KFor the Fiscal Year Ended December 31, 2024 PagePART I.Item 1.BUSINESS1Item 1A.RISK FACTORS10Item 1B.UNRESOLVED STAFF COMMENTS22Item 1C.CYBERSECURITY22Item 2.PROPERTIES24Item 3.LEGAL PROCEEDINGS24Item 4.MINE SAFETY DISCLOSURES24PART II.Item 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUERPURCHASES OF EQUITY SECURITIES25Item 6.RESERVED25Item 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS25Item 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK33Item 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA33Item 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE34Item 9A.CONTROLS AND PROCEDURES34Item 9B.OTHER INFORMATIO