0001104659-24-131663.txt : 20241226 0001104659-24-131663.hdr.sgml : 20241226 20241226141908 ACCESSION NUMBER: 0001104659-24-131663 CONFORMED SUBMISSION TYPE: SCHEDULE 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20241226 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Phio Pharmaceuticals Corp. CENTRAL INDEX KEY: 0001533040 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86901 FILM NUMBER: 241580508 BUSINESS ADDRESS: STREET 1: 11 APEX DRIVE, SUITE 300A STREET 2: PMB 2006 CITY: MARLBOROUGH STATE: MA ZIP: 01752 BUSINESS PHONE: (508) 767-3861 MAIL ADDRESS: STREET 1: 11 APEX DRIVE, SUITE 300A STREET 2: PMB 2006 CITY: MARLBOROUGH STATE: MA ZIP: 01752 FORMER COMPANY: FORMER CONFORMED NAME: RXi Pharmaceuticals Corp DATE OF NAME CHANGE: 20111019 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CVI Investments, Inc. CENTRAL INDEX KEY: 0001649553 ORGANIZATION NAME: IRS NUMBER: 981253664 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G BUSINESS ADDRESS: STREET 1: P.O. BOX 309 STREET 2: UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 345-949-8080 MAIL ADDRESS: STREET 1: P.O. BOX 309 STREET 2: UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 SCHEDULE 13G 1 primary_doc.xml SCHEDULE 13G 0001649553 XXXXXXXX LIVE Common Stock, par value $0.0001 per share 12/19/2024 0001533040 Phio Pharmaceuticals Corp. 71880W501 11 Apex Drive Suite 300A, PMB 2006 Marlborough MA 01752 Rule 13d-1(c) CVI Investments, Inc. E9 0.00 109298.00 0.00 109298.00 109298.00 N 7.3 CO With respect to Row 6 and Row 8 above, Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over the shares reported as beneficially owned by CVI Investments, Inc. herein. Heights Capital Management, Inc. DE 0.00 109298.00 0.00 109298.00 109298.00 N 7.3 CO With respect to Row 6 and Row 8 above, Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over the shares reported as beneficially owned by CVI Investments, Inc. herein. Phio Pharmaceuticals Corp. 11 Apex Drive, Suite 300A, PMB 2006, Marlborough, MA, 01752 This statement is filed by the entities listed below, who are collectively referred to herein as "Reporting Persons," with respect to the shares of common stock of the Company, $0.0001 par value per share (the "Shares"). (i) CVI Investments, Inc. (ii) Heights Capital Management, Inc. The address of the principal business office of CVI Investments, Inc. is: P.O. Box 309GT Ugland House South Church Street George Town Grand Cayman KY1-1104 Cayman Islands The address of the principal business office of Heights Capital Management, Inc. is: 101 California Street, Suite 3250 San Francisco, California 94111 Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. Y The information required by this Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The Company's Prospectus Supplement (to Prospectus dated July 1, 2024, Registration No. 333-279557), filed on December 20, 2024, indicates there were 1,492,411 Shares outstanding (excluding Shares underlying warrants issued at the same time) as of the completion of the offering of the Shares referred to therein. 7.3 The information required by this Item 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The information required by this Item 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein. The information required by this Item 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The information required by this Item 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein. Y Y Y Y Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. EXHIBIT INDEX EXHIBIT DESCRIPTION I Limited Power of Attorney II Joint Filing Agreement CVI Investments, Inc. /s/ Brian Sopinsky Brian Sopinsky, Secretary of Heights Capital Management, Inc. 12/26/2024 Heights Capital Management, Inc. /s/ Brian Sopinsky Brian Sopinsky, Secretary 12/26/2024 Heights Capital Management, Inc. serves as authorized agent of CVI Investments, Inc. pursuant to a Limited Power of Attorney, a copy of which is attached as Exhibit I hereto. EX-99.I 2 tm2431930d2_ex-1.htm EXHIBIT I

 

Exhibit I

 

LIMITED POWER OF ATTORNEY

 

THIS LIMITED POWER OF ATTORNEY given on the 16th day of July, 2015 by CVI Investments, Inc. (hereinafter called "the Company"), whose Registered Office is situated at PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands.

 

WHEREAS, by agreement dated July 16, 2015, by and between the Company and Heights Capital Management, Inc., the Company expressly authorized Heights Capital Management, Inc. to enter into transactions in certain designated areas as defined in the Discretionary Investment Management Agreement attached hereto marked "Appendix l."

 

NOW THIS DEED WITNESSETH that William Walmsley, Director of the Company, hereby appoints on behalf of the Company the firm of HEIGHTS CAPITAL MANAGEMENT, INC., which through its officers, directors and employees is hereby formally granted limited power of attorney for the purpose of entering into transactions on behalf and for the account of the Company; and to take all actions on behalf of the Company as may be necessary to consummate such transactions, including but not limited to making, negotiating; signing, endorsing, executing, acknowledging and delivering in the name of the Company all applications, contracts, agreements, notes, statements, certificates, proxies and any other instruments of whatever kind and nature as may be necessary or proper in connection with the entering into of such transactions, instructing the transfer of funds where necessary with respect to such transactions, and performing all of the services specified under the Discretionary Investment Management Agreement with respect to such transactions.

 

IN WITNESS WHEREOF, the Company has caused this Limited Power of Attorney to take effect on the day and year above written.

 

  CVI Investments, Inc.
     
  By: /s/ Brian Sopinsky  
 

Name: Brian Sopinsky

Title: Secretary

 

 

 

 

 

 EX-99.II 3 tm2431930d2_ex-2.htm EXHIBIT II

 

EXHIBIT II

 

JOINT FILING AGREEMENT

 

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of common stock of Phio Pharmaceuticals Corp., $0.0001 par value per share, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

Dated as of December 26, 2024

 

CVI INVESTMENTS, INC.

 

By: Heights Capital Management, Inc.

pursuant to a Limited Power of

Attorney

 

By: /s/ Brian Sopinsky  

Name: Brian Sopinsky

Title: Secretary

  

 

HEIGHTS CAPITAL MANAGEMENT, INC.

 

By: /s/ Brian Sopinsky  

Name: Brian Sopinsky

Title: Secretary