0001213900-25-004657.txt : 20250117 0001213900-25-004657.hdr.sgml : 20250117 20250117164454 ACCESSION NUMBER: 0001213900-25-004657 CONFORMED SUBMISSION TYPE: SCHEDULE 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20250117 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: 25539245 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: INTRACOASTAL CAPITAL, LLC CENTRAL INDEX KEY: 0001646799 ORGANIZATION NAME: IRS NUMBER: 320460881 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G BUSINESS ADDRESS: STREET 1: 245 PALM TRAIL CITY: DELRAY BEACH STATE: FL ZIP: 33483 BUSINESS PHONE: 8475629030 MAIL ADDRESS: STREET 1: 245 PALM TRAIL CITY: DELRAY BEACH STATE: FL ZIP: 33483 SCHEDULE 13G 1 primary_doc.xml SCHEDULE 13G 0001646799 XXXXXXXX LIVE Common stock, par value $0.0001 per share 01/13/2025 0001533040 Phio Pharmaceuticals Corp. 71880W501 11 Apex Drive, Suite 300A, PMB 2006, Marlborough, MA 01752 Rule 13d-1(c) Mitchell P. Kopin X1 0.00 530171.00 0.00 530171.00 530171.00 N 9.99 HC IN Daniel B. Asher X1 0.00 530171.00 0.00 530171.00 530171.00 N 9.99 HC IN Intracoastal Capital LLC DE 0.00 530171.00 0.00 530171.00 530171.00 N 9.99 OO Phio Pharmaceuticals Corp. 11 Apex Drive, Suite 300A, PMB 2006, Marlborough, Massachusetts 01752 This Schedule 13G is being filed on behalf of (i) Mitchell P. Kopin, an individual ("Mr. Kopin"), (ii) Daniel B. Asher, an individual ("Mr. Asher") and (iii) Intracoastal Capital LLC, a Delaware limited liability company ("Intracoastal" and together with Mr. Kopin and Mr. Asher, collectively the "Reporting Persons"). The principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483. The principal business office of Mr. Asher is 111 W. Jackson Boulevard, Suite 2000, Chicago, Illinois 60604. Mr. Kopin is a citizen of the United States of America. Mr. Asher is a citizen of the United States of America. Intracoastal is a Delaware limited liability company. Y (i) Immediately following the execution of the Securities Purchase Agreement with the Issuer on January 13, 2025 (the "SPA") (as disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on January 14, 2025), each of the Reporting Persons may have been deemed to have beneficial ownership of 238,557 shares of Common Stock, which consisted of (i) 120,436 shares of Common Stock held by Intracoastal, (ii) 115,000 shares of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA and (iii) 3,121 shares of Common Stock issuable upon exercise of a warrant to be issued to Intracoastal at the closing of the transaction contemplated by the SPA ("Intracoastal Warrant 1"), and all such shares of Common Stock represent beneficial ownership of approximately 9.99% of the Common Stock, based on (1) 2,269,843 shares of Common Stock outstanding immediately prior to the execution of the SPA, as reported to the Reporting Persons by the Issuer, plus (2) 115,000 shares of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA and (3) 3,121 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1. The foregoing excludes (I) 226,879 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1 because Intracoastal Warrant 1 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 1 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 9.99% of the Common Stock, (II) 60,000 shares of Common Stock issuable upon exercise of a warrant held by Intracoastal ("Intracoastal Warrant 2") because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock, (III) 109,298 shares of Common Stock issuable upon exercise of a second warrant held by Intracoastal ("Intracoastal Warrant 3") because Intracoastal Warrant 3 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 3 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock and (IV) 141,278 shares of Common Stock issuable upon exercise of a third warrant held by Intracoastal ("Intracoastal Warrant 4") because Intracoastal Warrant 4 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 4 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 776,012 shares of Common Stock. (ii) As of the close of business on January 17, 2025, each of the Reporting Persons may have been deemed to have beneficial ownership of 530,171 shares of Common Stock, which consisted of (i) 230,000 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1, (ii) 200,000 shares of Common Stock issuable upon exercise of a fourth warrant held by Intracoastal ("Intracoastal Warrant 5") and (iii) 100,171 shares of Common Stock issuable upon exercise of a fifth warrant held by Intracoastal ("Intracoastal Warrant 6"), and all such shares of Common Stock represented beneficial ownership of approximately 9.99% of the Common Stock, based on (1) 4,166,848 shares of Common Stock outstanding as of January 16, 2025, as reported by the Issuer, plus (2) 610,000 shares of Common Stock in the aggregate issued at the closing of transaction contemplated by that certain Securities Purchase Agreement with the Issuer dated January 16, 2025 (as disclosed in the Rule 424(b)(5) prospectus filed by the Issuer with the Securities and Exchange Commission on January 17, 2025), (3) 230,000 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1, (4) 200,000 shares of Common Stock issuable upon exercise of Intracoastal Warrant 5 and (5) 100,171 shares of Common Stock issuable upon exercise of Intracoastal Warrant 6. The foregoing excludes (I) 60,000 shares of Common Stock issuable upon exercise Intracoastal Warrant 2 because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock, (II) 109,298 shares of Common Stock issuable upon exercise of Intracoastal Warrant 3 because Intracoastal Warrant 3 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 3 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock, (III) 141,278 shares of Common Stock issuable upon exercise of Intracoastal Warrant 4 because Intracoastal Warrant 4 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 4 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock and (IV) 204,829 shares of Common Stock issuable upon exercise of Intracoastal Warrant 6 because Intracoastal Warrant 6 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 6 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 9.99% of the Common Stock. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 1,045,576 shares of Common Stock. 9.99 0 530,171 0 530,171 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 1 - Joint Filing Agreement Mitchell P. Kopin /s/ Mitchell P. Kopin Mitchell P. Kopin 01/17/2025 Daniel B. Asher /s/ Daniel B. Asher Daniel B. Asher 01/17/2025 Intracoastal Capital LLC /s/ Mitchell P. Kopin Mitchell P. Kopin, Manager 01/17/2025 EX-1 2 ea022806201ex1_phio.htm JOINT FILING AGREEMENT

Exhibit 1

 

JOINT FILING AGREEMENT

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

Date: January 17, 2025

 

  /s/ Mitchell P. Kopin
  Mitchell P. Kopin
     
  /s/ Daniel B. Asher
  Daniel B. Asher
     
  Intracoastal Capital LLC
     
  By: /s/ Mitchell P. Kopin
    Mitchell P. Kopin, Manager