UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on June 17, 2024. At the Annual Meeting, the Company’s stockholders approved an amendment to the 2020 Phio Pharmaceuticals Corp. Long Term Incentive Plan (the “2020 Plan”). The amendment to the 2020 Plan became effective upon stockholder approval and increased the number of shares that may be issued thereunder by 500,000, to a total of 725,500 shares available for issuance under the 2020 Plan, as described under Proposal No. 4 of the Company’s definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on May 8, 2024 (the “2024 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 amended 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.
On June 17, 2024, the Company held its Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on the following proposals, each as described in the 2024 Proxy Statement: (i) election of five directors to serve until the Company’s 2025 Annual Meeting of Stockholders; (ii) ratification of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2024; (iii) amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the outstanding shares of the Company’s common stock at a ratio of not less than 1-for-2 and not greater than 1-for-9, with the exact ratio and effective time of the reverse stock split to be determined by the Company’s Board of Directors (the “Reverse Stock Split Proposal”); and (iv) amendment and restatement of the 2020 Plan to increase the number of shares of common stock available for issuance thereunder by 500,000. The Company had 4,591,700 shares of common stock issued and outstanding at the close of business on April 26, 2024, 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 2,204,345 shares of common stock. All matters submitted to a vote of the Company’s stockholders at the Annual Meeting were approved, and all director nominees were elected. The ratio and effective date of the reverse stock split will be reported on a separate Current Report on Form 8-K once approved by the Company’s Board of Directors.
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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 | For | Withheld | Broker Non-Votes |
| Robert J. Bitterman | 582,377 | 64,922 | 1,557,046 |
| Patricia A. Bradford | 559,606 | 87,693 | 1,557,046 |
| Robert L. Ferrara | 583,843 | 63,456 | 1,557,046 |
| Jonathan E. Freeman, Ph.D. | 592,469 | 54,830 | 1,557,046 |
| Curtis A. Lockshin, Ph.D. | 567,895 | 79,404 | 1,557,046 |
Proposal 2: Ratification of Auditors
| For | Against | Abstain |
| 2,075,307 | 84,708 | 44,330 |
Proposal 3: Reverse Stock Split
| For | Against | Abstain |
| 1,879,666 | 313,572 | 11,107 |
Proposal 4: Amendment and Restatement of the 2020 Phio Pharmaceuticals Corp. Long Term Incentive Plan
| For | Against | Abstain | Broker Non-Votes |
| 507,168 | 135,275 | 4,856 | 1,557,046 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Number | Description | |
| 10.1 | 2020 Phio Pharmaceuticals Corp. Long Term Incentive Plan, as amended and restated. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
| PHIO PHARMACEUTICALS CORP. | |||||
| Date: June 21, 2024 | By: | /s/ Robert Bitterman | |||
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Robert Bitterman President & Chief Executive Officer | |||||
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