$Phio Pharmaceuticals (PHIO.US)$ In a concurrent private p...

$Phio Pharmaceuticals (PHIO.US)$

In a concurrent private placement to the same institutional investors, we are also issuing unregistered warrants to purchase up to 437,192 shares of Common Stock (the “Private Warrants”). For each share of Common Stock issued in this registered offering, an accompanying Private Warrant will be issued to the purchaser thereof. Each Private Warrant will be exercisable for one share of Common Stock at an exercise price of $2.51 per share, will be immediately exercisable upon issuance and will expire five years from the date of issuance.

The offering price is $2.635 per share of Common Stock offered in this registered offering. As discussed above, one Private Warrant will accompany each share of Common Stock issued in this registered offering.

Our Common Stock is listed on The Nasdaq Capital Market under the symbol “PHIO.” The closing price of our Common Stock on December 18, 2024, as reported by Nasdaq, was $2.51 per share.

As of December 18, 2024, the aggregate market value of our outstanding common equity held by non-affiliates was approximately $1,153,389, which was calculated based on 1,051,723 shares of Common Stock held by non-affiliates on December 18, 2024 and a closing price of our Common Stock of $3.29 on October 29, 2024, the highest closing price of the Company's Common Stock on the Nasdaq Capital Market during the preceding sixty (60) day period. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell the securities described in this prospectus in a public primary offering with a value exceeding more than one-third (1/3) of the aggregate market value of our Common Stock held by non-affiliates in any twelve (12)-calendar month period, so long as the aggregate market value of our outstanding Common Stock held by non-affiliates remains below $75,000,000. During the twelve calendar months prior to and including the date of this prospectus supplement (but excluding this offering), we have not sold any securities pursuant to General Instruction I.B.6 of Form S-3.