Phio Pharmaceuticals Corp. 8-K

What Happened

• On April 8, 2026, Phio Pharmaceuticals Corp. announced it entered into an At‑the‑Market Offering Agreement with H.C. Wainwright & Co., LLC to offer and sell up to $6,360,000 of its common stock. The offering is being made under the company’s Form S‑3 shelf registration (File No. 333‑279557), declared effective July 1, 2024, with a prospectus supplement filed April 8, 2026.
• Under the Sales Agreement, H.C. Wainwright will use commercially reasonable efforts to sell shares from time to time at the company’s direction. The agent will earn a 3.0% commission on gross proceeds and may be reimbursed for certain legal expenses (up to $75,000).

Key Details

• Offering size: up to $6,360,000 of common stock.
• Sales agent: H.C. Wainwright & Co., LLC; commission: 3.0% of gross proceeds.
• Legal expense reimbursement cap to agent: up to $75,000 (reasonable, documented fees).
• Sales may be made as “at‑the‑market” offerings under Rule 415(a)(4); the company has no obligation to sell and may suspend or terminate at any time.

Why It Matters

• This agreement gives Phio a flexible way to raise capital over time without a firm commitment to sell shares immediately. For investors, future issuance could dilute existing holdings depending on how much the company ultimately sells and at what prices.
• The filing is procedural and non‑binding: there is no guaranteed sale volume, price, or schedule. Key factors affecting dilution and timing will be market conditions and the company’s funding needs if it elects to use this facility.