SCHEDULE 13G 0001646799 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) Mitchell P. Kopin X1 0.00 90987.00 0.00 90987.00 90987.00 N 4.99 HC IN Daniel B. Asher X1 0.00 90987.00 0.00 90987.00 90987.00 N 4.99 HC IN Intracoastal Capital LLC DE 0.00 90987.00 0.00 90987.00 90987.00 N 4.99 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 who is a citizen of the United States of America ("Mr. Kopin"), (ii) Daniel B. Asher, an individual who is a citizen of the United States of America ("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 Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended. 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 Immediately following the execution of the Securities Purchase Agreement with the Issuer on December 19, 2024 (the "SPA") (as disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on December 20, 2024), each of the Reporting Persons may have been deemed to have beneficial ownership of 109,298 shares of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA, and all such shares of Common Stock represent beneficial ownership of approximately 9.4% of the Common Stock, based on (1) 1,055,219 shares of Common Stock outstanding as of September 30, 2024, as reported by the Issuer, plus (2) 109,298 shares of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA. The foregoing excludes (I) 109,298 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") 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 4.99% of the Common Stock, (II) 141,278 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 and (III) 120,436 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. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 480,310 shares of Common Stock. As of the close of business on December 27, 2024, each of the Reporting Persons may have been deemed to have beneficial ownership of 90,987 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1, and all such shares of Common Stock represented beneficial ownership of approximately 4.99% of the Common Stock, based on (1) 1,492,411 shares of Common Stock outstanding as of December 23, 2024, as reported by the Issuer, plus (2) 240,000 shares of Common Stock in the aggregate issued at the closing of transaction contemplated by that certain Securities Purchase Agreement with the Issuer on December 23, 2024 and (3) 90,987 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1. The foregoing excludes (I) 18,311 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 4.99% of the Common Stock, (II) 141,278 shares of Common Stock issuable upon exercise of 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) 120,436 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 and (IV) 60,000 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 431,012 shares of Common Stock. 0 90,987 0 90,987 N 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 12/27/2024 Daniel B. Asher /s/ Daniel B. Asher 12/27/2024 Intracoastal Capital LLC /s/ Mitchell P. Kopin 12/27/2024