Form 8-K

8-K — Phio Pharmaceuticals Corp.

Accession: 0001437749-26-031337

Filed: 2026-09-28

Period: 2026-09-28

CIK: 0001533040

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — phio20260916_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (ex_1017795.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: phio20260916_8k.htm · Sequence: 1

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0001533040

2026-09-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 28, 2026

PHIO PHARMACEUTICALS CORP.

(Exact name of registrant as specified in its charter)

Delaware

001-36304

45-3215903

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

411 Swedeland Road, Suite 23-1080

King of Prussia, PA

19406

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (610) 947-0251

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading Symbol(s):

Name of each exchange on which registered:

Common Stock, par value $0.0001 per share

PHIO

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Phio Pharmaceuticals Corp. (the “Company”) held its 2026 Annual Meeting of Stockholders via live webcast (the “Annual Meeting”) on September 28, 2026. At the Annual Meeting, the Company’s stockholders, upon the recommendation of the Company’s Board of Directors, approved an amendment (the “Plan Amendment”) to the amended and restated 2020 Phio Pharmaceuticals Corp. Long Term Incentive Plan (as amended, the “2020 Plan”). The Plan Amendment became effective upon stockholder approval and increased the number of shares of common stock that may be issued thereunder by 1,500,000, to a total of 2,452,017 shares of common stock available for issuance under the 2020 Plan, as described under Proposal No. 3 of the Company’s definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on August 14, 2026 (the “2026 Proxy Statement”), which description is incorporated herein by reference.

The foregoing description of the Plan Amendment is qualified in its entirety by reference to the text of the Plan Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company’s stockholders voted and: (1) elected each of the six directors to serve until the Company’s 2027 Annual Meeting of Stockholders; (2) ratified the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026; and (3) approved the Plan Amendment to increase the number of shares of common stock available for issuance under the 2020 Plan by 1,500,000.

The Company had 11,617,250 shares of common stock issued and outstanding at the close of business on August 4, 2026, the record date for eligibility to vote at the Annual Meeting, and there were present (in person virtually or represented by valid proxy) a total of 5,207,580 shares of common stock at the Annual Meeting.

At the Annual Meeting, the Company’s stockholders voted in the following manner with respect to the following proposals:

Proposal 1: Election of Directors

Nominee

Votes

For

Votes

Withheld

Broker

Non-Votes

Robert J. Bitterman

1,341,217

43,266

3,823,097

Patricia A. Bradford

1,338,986

45,497

3,823,097

David H. Deming

1,344,856

39,627

3,823,097

Jonathan E. Freeman, Ph.D.

1,296,890

87,593

3,823,097

Curtis A. Lockshin, Ph.D.

1,344,007

40,476

3,823,097

R. Todd Plott, M.D.

1,347,034

37,449

3,823,097

Proposal 2: Ratification of Auditor

Votes

For

Votes

Against

Votes

Abstained

Broker

Non-Votes

5,087,608

88,779

31,193

Proposal 3: Amendment and Restatement of the 2020 Phio Pharmaceuticals Corp. Long Term Incentive Plan

Votes

For

Votes

Against

Votes

Abstained

Broker

Non-Votes

1,155,945

194,070

34,468

3,823,097

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

10.1

Amendment No. 1 to Phio Pharmaceuticals Corp. 2020 Corp. Long Term Incentive Plan, as amended and restated.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PHIO PHARMACEUTICALS CORP.

Date: September 28, 2026

By:

/s/ Robert J. Bitterman

Robert J. Bitterman

President & Chief Executive Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: ex_1017795.htm · Sequence: 2

ex_1017795.htm

Exhibit 10.1

Appendix A

AMENDMENT NO. 1 TO THE

PHIO PHARMACEUTICALS CORP.

2020 LONG TERM INCENTIVE PLAN

WHEREAS, Phio Pharmaceuticals Corp. (the “Company”) maintains the Phio Pharmaceuticals Corp. 2020 Long-Term Incentive Plan, amended and restated on September 11, 2025 (the “Plan”);

WHEREAS, pursuant to Section 2(b)(vi) of the Plan, the Board of Directors (the “Board”) may amend the Plan in any respect the Board deems necessary or advisable; provided that, amendments to the Plan must be approved by the Company’s stockholders if and to the extent required by applicable laws or stock exchange requirements;

WHEREAS, pursuant to Section 2(d) of the Plan, the Board has delegated administration of the Plan to the Compensation Committee of the Board of Directors (the “Compensation Committee”);

WHEREAS, the Compensation Committee, in consultation with legal and financial advisors, has determined that it is necessary, advisable and in the best interests of the Company and its stockholders to increase the number of shares of the Company’s common stock, $0.0001 par value per share, reserved for issuance under the Plan by 1,500,000 shares (the “Share Increase”);

WHEREAS, pursuant to Section 2(b)(vi) of the Plan, in order to effect the Share Increase, approval of the Company’s stockholders must be obtained (the “Stockholder Approval”);

WHEREAS, the Compensation Committee has approved the Share Increase and has recommended that the Board adopt and approve the Share Increase subject to Stockholder Approval;

WHEREAS, the Board desires to amend the Plan to provide for the Share Increase as set forth in this amendment to the Plan (this “Amendment”), effective upon receipt of the Stockholder Approval; and

WHEREAS, capitalized terms used in this Amendment but not defined herein shall have the meaning given to them in the Plan.

NOW, THEREFORE, the Board hereby amends the Plan, effective upon receipt of the Stockholder Approval, as follows:

1. Section 3 of the Plan is deleted and replaced in its entirety with the following:

“3. SHARES SUBJECT TO THIS PLAN.

(a) Share Reserve.

(i) Subject to Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to Stock Awards from and after the Effective Date will not exceed 2,452,017 shares of Common Stock plus (A) any shares of Common Stock that remain available for grant under the Prior Plan as of the Effective Date and (B) any shares of Common Stock subject to outstanding awards under the Prior Plan as of the Effective Date (such outstanding awards the “Prior Plan Awards”) that on or after the Effective Date are forfeited, terminated, expire or otherwise lapse without being exercised (to the extent applicable), or are settled in cash (the “Share Reserve”).

(ii) For clarity, the Share Reserve is a limitation on the number of shares of Common Stock that may be issued under this Plan. As a single share may be subject to grant more than once (e.g., if a share subject to a Stock Award is forfeited, it may be made subject to grant again as provided in Section 3(b) below), the Share Reserve is not a limit on the number of Stock Awards that can be granted.

(iii) Shares may be issued under the terms of this Plan in connection with a merger or acquisition as permitted by NASDAQ Listing Rule 5635(c), NYSE Listed Company Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares available for issuance under this Plan.

(iv) Subject to Section 9(a) relating to Capitalization Adjustments, the aggregate Fair Market Value on the date of grant of Shares subject to Awards granted under this Plan, together with any cash compensation paid or payable, during any calendar year to any one Non-Employee Director shall not exceed $500,000; provided, however, that in the calendar year in which a Non-Employee Director first joins the Board or is designated as Chair of the Board, such maximum dollar value may be up to two hundred percent (200%) of the dollar value set forth in the foregoing limit. The limitation described in this Section shall be determined without regard to amounts paid to a Non-Employee Director during or for any period in which such individual was an employee or consultant, and any severance and other payments paid to a Non-Employee Director for such director’s prior or current service to the Company or any Subsidiary other than serving as a director shall not be taken into account in applying the limit provided above. For the avoidance of doubt, any compensation that is deferred shall be counted toward this limit for the year in which it was first earned, and not when paid or settled.

(b) Reversion of Shares to the Share Reserve. If a Stock Award or any portion of a Stock Award expires, is cancelled or forfeited or otherwise terminates without all of the shares covered by the Stock Award having been issued, then the shares of Common Stock subject to the Stock Award (or portion thereof) that expires, is cancelled or forfeited or otherwise terminates shall revert and again be available for issuance under this Plan. If any shares of Common Stock are repurchased by the Company using proceeds from the exercise or purchase price of a Stock Award, or retained because the Stock Award (or a portion thereof) is settled in cash (i.e., the Participant receives cash rather than stock), then the shares that are repurchased or retained shall not revert and will not become available for issuance under this Plan. Any shares retained and not issued by the Company in satisfaction of tax withholding obligations on a Stock Award or as consideration for the exercise or purchase price of a Stock Award will reduce the number of shares of Common Stock that are available for issuance under this Plan and such shares shall not be available for issuance under this Plan.

(c) Incentive Stock Option Limit. Subject to Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued on the exercise of Incentive Stock Options will be 2,452,017 shares of Common Stock.

(d) Source of Shares. The stock issuable under this Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market or otherwise or shares classified as treasury shares.”

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