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): February 1, 2018

PhaseRx, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-37772		20-4690620
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

410 W. Harrison Street, Suite 300

Seattle, Washington

98119

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (206) 805-6300

(Former name or former address, if changed since last report)

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:

	¨	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))

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 x

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. x

Item 8.01

Other Events.

As previously reported, PhaseRx, Inc. (the “Company”) sought approval of the sale of substantially all of its assets to Roivant Sciences GmbH as the winning bidder before the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) on January 31, 2018. On February 1 ,2018, the Bankruptcy Court entered an order approving the sale.

SIGNATURE

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.

	PhaseRx, Inc.

Date: February 2, 2018	By:	/s/ Robert W. Overell
		Robert W. Overell, Ph.D.
		Chief Executive Officer

PHASERX, INC. 8-K