Phio Pharmaceuticals Corp.
257 Simarano Drive, Suite 101 | Marlborough, MA 01752
May 19, 2021
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attn: Jeff Gabor
| Re: | Phio Pharmaceuticals Corp. | |
| Registration Statement on Form S-3 (File No. 333-256100) |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Phio Pharmaceuticals Corp. (the “Company”) hereby respectfully requests that the effective date of the above-referenced registration statement on Form S-3 filed by the Company (the “Registration Statement”) be accelerated so that it will be declared effective at 5:00 p.m., Eastern Time, on May 21, 2021, or as soon thereafter as practicable.
| Very truly yours, | |
| PHIO PHARMACEUTICALS CORP. | |
| /s/ Gerrit Dispersyn | |
| Gerrit Dispersyn, Dr. Med. Sc. | |
| President and Chief Executive Officer |
cc: Ryan A. Murr, Gibson, Dunn & Crutcher LLP
