On April 8, 2026, Phio Pharmaceuticals Corp. (the "Company") entered into an At The Market Offering Agreement (the "Sales Agreement") with H.C. Wainwright & Co., LLC, as sales agent (the "Sales Agent"), pursuant to which the Company may offer and sell, from time to time, through the Sales Agent, shares of the Company’s common stock, par value $0.0001 per share (the "Shares"). The offering and sale of up to $6,360,000 of the Shares pursuant to the Sales Agreement is being registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-279557), which was declared effective by the Securities and Exchange Commission ("SEC") on July 1, 2024, which includes a base prospectus, and an accompanying prospectus supplement filed with the SEC on April 8, 2026.

Subject to the terms and conditions of the Sales Agreement, the Sales Agent will use its commercially reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions. The Company provided the Sales Agent with customary indemnification rights and contribution rights, including for liabilities under the Securities Act, and the Sales Agent will be entitled to a commission of 3.0% of the gross proceeds from each sale of the Shares. In addition, the Company agreed to reimburse certain expenses incurred by the Sales Agent in connection with the Sales Agreement, including up to $75,000 for reasonable and documented fees and expenses incurred by the Sales Agent’s legal counsel in connection with entering into the transactions contemplated by the Sales Agreement, excluding periodic due diligence fees as set forth in the Sales Agreement.

Sales of the Shares, if any, under the Sales Agreement may be made in transactions that are deemed to be "at the market offerings" as defined in Rule 415(a)(4) under the Securities Act. The Company will designate the parameters for the sale of Shares, if any, including the number of Shares to be issued, the time period during which sales are requested to be made, limitations on the number of Shares that may be sold on any trading day and any minimum price below which sales may not be made. The Company has no obligation to sell any of the Shares and may at any time suspend offers under the Sales Agreement or terminate the Sales Agreement. The Sales Agent is not obligated to purchase any Shares on a principal basis pursuant to the Sales Agreement, except as otherwise specifically agreed by the Sales Agent and the Company in a separate agreement. No assurance can be given that any Shares will be sold under the Sales Agreement, or if such sales occur, no assurance can be given as to the price or number of Shares that will be sold, or the dates on which any such sales will take place.

The Sales Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the Sales Agent and other obligations of the parties.

The information set forth herein shall not constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be an offer, solicitation or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state.

This description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01. The legal opinion of Hogan Lovells US LLP relating to the Shares being offered pursuant to the Sales Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Schedule your 30 min Free 1stOncology Demo!
Discover why more than 1,500 members use 1stOncology™ to excel in:

Early/Late Stage Pipeline Development - Target Scouting - Clinical Biomarkers - Indication Selection & Expansion - BD&L Contacts - Conference Reports - Combinatorial Drug Settings - Companion Diagnostics - Drug Repositioning - First-in-class Analysis - Competitive Analysis - Deals & Licensing

                  Schedule Your 30 min Free Demo!

(Filing, Phio Pharmaceuticals, APR 8, 2026, View Source [SID1234664244])