UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described in Item 5.07 below, Phio Pharmaceuticals Corp. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on September 11, 2025. At the Annual Meeting, the Company’s stockholders, upon the recommendation of the Company’s Board of Directors, approved an amendment and restatement of the 2020 Phio Pharmaceuticals Corp. Long Term Incentive Plan (as so amended and restated, the “2020 Plan”). The amendment and restatement of the 2020 Plan became effective upon stockholder approval and increased the number of shares of common stock that may be issued thereunder by 950,000, to a total of 1,023,017 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 July 30, 2025 (the “2025 Proxy Statement”), which description is incorporated herein by reference.
The foregoing description of the amended and restated 2020 Plan is qualified in its entirety by reference to the text of the 2020 Plan, 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 2026 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, 2025; (3) approved the amendment and restatement of the 2020 Plan to increase the number of shares of common stock available for issuance thereunder by 950,000; (4) approved, by non-binding advisory vote, the compensation of the Company’s named executive officers (“Say on Pay”); and (5) approved, by non-binding advisory vote, “3 years” as the preferred frequency of future advisory votes on the compensation of the Company’s named executive officers (“Say on Frequency”).
The Company had 4,798,154 shares of common stock issued and outstanding at the close of business on July 18, 2025, 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 2,374,235 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 | 500,163 | 45,607 | 1,828,465 | |||
| Patricia A. Bradford | 459,167 | 86,603 | 1,828,465 | |||
| David H. Deming | 525,365 | 20,405 | 1,828,465 | |||
| Robert L. Ferrara | 506,485 | 39,285 | 1,828,465 | |||
| Jonathan E. Freeman, Ph.D. | 430,195 | 115,575 | 1,828,465 | |||
| Curtis A. Lockshin, Ph.D. | 509,802 | 35,968 | 1,828,465 |
| 2 |
| Proposal 2: Ratification of Auditor |
|
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 2,330,465 | 40,532. | 3,238 | - |
| Proposal 3: Amendment and Restatement of the 2020 Phio Pharmaceuticals Corp. Long Term Incentive Plan |
|
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 387,895 | 152,069 | 5,806 | 1,828,465 |
| Proposal 4: Say on Pay |
| Votes For | Votes Against | Votes Abstained |
Broker Non-Votes | |||
| 474,987 | 43,515 | 27,268 | 1,828,465 |
| Proposal 5: Say on Frequency |
| 1 Year | 2 Years | 3 Years | Votes Abstained | |||
| 206,148 | 39,751 | 276,177 | 23,694 |
The Company’s Board of Directors has determined, in light of and consistent with the advisory vote of the Company’s stockholders as to the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers, to include a stockholder advisory vote on the compensation of the Company’s named executive officers in its annual meeting proxy materials once every three years until the next advisory vote on the frequency of stockholder votes on the compensation of the Company’s named executive officers.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 10.1 | 2020 Phio Pharmaceuticals Corp. Long Term Incentive Plan, as amended and restated (incorporated by reference to Exhibit 4.8 to the Registrant’s Registration Statement on Form S-8 filed with the Commission on September 11, 2025). | |
| 104 | Cover page interactive data file (formatted as inline XBRL). |
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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.
| Date: September 15, 2025 | PHIO PHARMACEUTICALS CORP. | |
| By: | /s/ Robert J. Bitterman | |
Name: Title: |
Robert J. Bitterman President & Chief Executive Officer | |
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