Business Context and Reporting Period
Company: Phio Pharmaceuticals Corp.
Filing Type: Form 8-K (Current Report)
Date of Report: April 8, 2026
Event: Entry into a Material Definitive Agreement (At The Market Offering Agreement).
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. It details a potential equity financing arrangement.
- Maximum Offering Size: Up to $6,360,000 of common stock.
- Sales Agent Commission: 3.0% of gross proceeds.
- Legal Expense Reimbursement: Up to $75,000 for the Sales Agent's legal counsel.
Material Changes
On April 8, 2026, the Company entered into a Sales Agreement with H.C. Wainwright & Co., LLC. This agreement allows the Company to sell shares of its common stock through an "at the market" offering mechanism under an existing shelf registration statement (File No. 333-279557). No sales have occurred as of the filing date; the agreement establishes the framework for future sales.
Guidance, Outlook, and Risks
Management Commentary: The Company retains full discretion over the timing, number of shares, and price parameters for any sales. The Company has no obligation to sell any shares and may suspend or terminate the agreement at any time.
Risks and Contingencies:
- Uncertainty of Sale: No assurance is given that any shares will be sold, nor regarding the price, number of shares, or timing of any sales.
- Agent Obligation: The Sales Agent is not obligated to purchase shares on a principal basis.
- Dilution: Future sales of shares under this agreement will result in dilution to existing shareholders.
Investor Verification Checklist
- Verify the current market price of PHIO common stock to assess potential dilution impact.
- Review the full text of the Sales Agreement (Exhibit 10.1) for specific termination clauses and pricing limitations.
- Monitor future filings for actual sales activity and proceeds raised under this agreement.
- Confirm the Company's current cash position to understand the urgency of this financing option.