Phio Pharmaceuticals Corp美股招股说明书(2025-12-04版)

Pursuant to this prospectus, the selling stockholders identified herein (the “Selling Stockholders”) are offering on a resale basisan aggregate of up to 11,763,800 shares of common stock of Phio Pharmaceuticals Corp. (the “Company,” “we,” “us” or “our”), parvalue $0.0001 per share (the “Common Stock) consisting of up to (a) 11,326,364 shares of Common Stock that are issuable uponexercise of warrants with twenty-four month term (the “Series A Warrants”) purchased pursuant to inducement letter agreements withcertain of the Selling Stockholders, dated November 3, 2025 (the “Inducement Letter Agreements”), and (b) 437,436 shares ofCommon Stock that are issuable upon the exercise of certain warrants (together with the Series A Warrants, the “Warrants”) issued toour placement agent pursuant to an engagement letter as described herein. We will not receive any of the proceeds from the sale by the Selling Stockholders of the shares of Common Stock covered by thisprospectus. Upon any exercise of the Warrants by payment of cash, however, we will receive the exercise price of the Warrants, which,if exercised in cash with respect to the up to 11,763,800 shares of Common Stock offered hereby, would result in gross proceeds to usof approximately $24.5 million. However, we cannot predict when and in what amounts or if the Warrants will be exercised bypayments of cash and it is possible that the Warrants may expire and never be exercised, in which case we would not receive any cashproceeds. The Selling Stockholders may sell or otherwise dispose of the shares of Common Stock covered by this prospectus in a number ofdifferent ways and at varying prices. We provide more information about how the Selling Stockholders may sell or otherwise disposeof the shares of Common Stock covered by this prospectus in the section entitled “Plan of Distribution” on page 12. Discounts,concessions, commissions and similar selling expenses attributable to the sale of shares of Common Stock covered by this prospectuswill be borne by the Selling Stockholders. We will pay all expenses (other than discounts, concessions, commissions and similarselling expenses) relating to the registration of the shares of Common Stock with the Securities and Exchange Commission (the“SEC”). The Common Stock is listed on The Nasdaq Capital Market under the symbol “PHIO.” On December 2, 2025, the last reportedsale price of the Common Stock on The Nasdaq Capital Market was $1.23 per share. INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE “RISK FACTORS” BEGINNINGON PAGE 8 OF THIS PROSPECTUS AND UNDER SIMILAR HEADINGS IN THE DOCUMENTS INCORPORATED BYREFERENCE INTO THIS PROSPECTUS. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus is December 3, 2025 TABLE OF CONTENTS ABOUT THIS PROSPECTUSFORWARD-LOOKING STATEMENTSPROSPECTUS SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSSELLING STOCKHOLDERSPLAN OF DISTRIBUTIONWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCELEGAL MATTERSEXPERTS ABOUT THIS PROSPECTUS This prospectus relates to the resale by the Selling Stockholders identified in this prospectus under the caption “SellingStockholders,” from time to time, of up to an aggregate of 11,763,800 shares of Common Stock. We are not selling any shares ofCommon Stock under this prospectus, and we will not receive any proceeds from the sale of shares of Common Stock offered herebyby the Selling Stockholders, although we may receive cash from the exercise of the Warrants. You should rely only on the information provided in this prospectus. We have not authorized anyone to provide you with anyother information and we take no responsibility for, and can provide no assurances as to the reliability of, any other information thatothers may give you. The information contained in this prospectus speaks only as of the date set forth on the cover page and may notreflect subsequent changes in our business, financial condition, results of operations and prospects. We are not, and the Selling Stockholders are not, making offers to sell these securities in any jurisdiction in which an offer orsolicitation is not authorized or permitted or in which the person making such offer or solicitation is not qualified to do so or to anyperson to whom it is unlawful to make such an offer or solicitation. You should read this prospectus in its entirety before making aninvestment decision. You should also read and consider the information in the documents to which we have referred you in the sectionentitled “Where You Can Find More Information” below, including the registration statement and the other reports we file with theSEC. In this prospectus, unless otherwise noted, (1) the term “Phio” refers to Phio Pharmaceuticals Corp. and our subsidiary,MirIm