Phio Pharmaceuticals (PHIO) 10-Q 12 May 22 2022 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2022	May 06, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	001-36304
Entity Registrant Name	Phio Pharmaceuticals Corp.
Entity Central Index Key	0001533040
Entity Tax Identification Number	45-3215903
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	257 Simarano Drive
Entity Address, Address Line Two	Suite 101
Entity Address, City or Town	Marlborough
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01752
City Area Code	508
Local Phone Number	767-3861
Title of 12(b) Security	Common Stock, par value, $0.0001 per share
Trading Symbol	PHIO
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		13,658,722

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 20,459	$ 24,057
Restricted cash	50	50
Prepaid expenses	1,158	620
Total current assets	21,667	24,727
Right of use asset, net	253	283
Property and equipment, net	215	133
Other assets	27	27
Total assets	22,162	25,170
Current liabilities:
Accounts payable	329	283
Accrued expenses	2,117	2,660
Lease liability	127	125
Total current liabilities	2,573	3,068
Lease liability, net of current portion	138	170
Total liabilities	2,711	3,238
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock, $0.0001 par value, 10,000,000 shares authorized	0	0
Common stock, $0.0001 par value, 100,000,000 shares authorized; 13,658,722 and 13,534,996 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively	1	1
Additional paid-in capital	138,992	138,831
Accumulated deficit	(119,542)	(116,900)
Total stockholders’ equity	19,451	21,932
Total liabilities and stockholders’ equity	$ 22,162	$ 25,170

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	13,658,722	13,534,996
Common stock, shares outstanding	13,658,722	13,534,996

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Operating expenses:
Research and development	$ 1,586	$ 2,429
General and administrative	1,054	1,209
Total operating expenses	2,640	3,638
Operating loss	(2,640)	(3,638)
Total other (expense) income	(2)	231
Net loss	$ (2,642)	$ (3,407)
Net loss per common share:
Basic	$ (0.19)	$ (0.32)
Diluted	$ (0.19)	$ (0.32)
Weighted average number of common shares outstanding
Basic	13,564,129	10,680,395
Diluted	13,564,129	10,680,395

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY (Unaudited) - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2020	$ 1	$ 116,629	$ (103,613)	$ 13,017
Balance at beginning, shares at Dec. 31, 2020	5,780,973
Issuance of common stock, pre-funded warrants and warrants in connection with private placement, net of offering costs		12,669		12,669
Issuance of common stock, pre-funded warrants and warrants in connection with underwritten public offering, net of offering costs, shares	4,420,863
Issuance of common stock upon vesting of restricted stock units
Issuance of common stock upon vesting of restricted stock units, shares	2,570
Shares withheld for payroll taxes	$ 0	0	0	0
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation	(122)
Stock-based compensation expense		67		67
Net loss			(3,407)	(3,407)
Issuance of common stock in registered direct offering, net of offering costs		6,908		6,908
Issuance of common stock in registered direct offering, net of offering costs, shares	2,246,784
Issuance of common stock upon the exercise of warrants		2,146		2,146
Issuance of common stock upon the exercise of warrants, shares	1,083,321
Ending balance, value at Mar. 31, 2021	$ 1	138,419	(107,020)	31,400
Balance at ending, shares at Mar. 31, 2021	13,534,389
Beginning balance, value at Dec. 31, 2021	$ 1	138,831	(116,900)	21,932
Balance at beginning, shares at Dec. 31, 2021	13,534,996
Issuance of common stock upon vesting of restricted stock units	$ 0	0	0	0
Issuance of common stock upon vesting of restricted stock units, shares	155,317
Shares withheld for payroll taxes		(25)	0	(25)
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation	(31,591)
Stock-based compensation expense		186		186
Net loss			(2,642)	(2,642)
Ending balance, value at Mar. 31, 2022	$ 1	$ 138,992	$ (119,542)	$ 19,451
Balance at ending, shares at Mar. 31, 2022	13,658,722

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities:
Net loss	$ (2,642)	$ (3,407)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	22	18
Non-cash lease expense	30	29
Non-cash stock-based compensation	186	67
Forgiveness of debt	0	(233)
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(538)	293
Accounts payable	46	(113)
Accrued expenses	(543)	108
Lease liability	(30)	(28)
Net cash used in operating activities	(3,469)	(3,266)
Cash flows from investing activities:
Cash paid for purchase of property and equipment	(104)	(6)
Net cash used in investing activities	(104)	(6)
Cash flows from financing activities:
Net proceeds from the issuance of common stock and warrants	0	19,577
Net proceeds from the exercise of warrants	0	2,146
Payment of taxes for net share settled restricted stock unit issuances	(25)	0
Net cash (used in) provided by financing activities	(25)	21,723
Net (decrease) increase in cash and restricted cash	(3,598)	18,451
Cash and restricted cash at the beginning of period	24,107	14,294
Cash and restricted cash at the end of period	$ 20,509	$ 32,745

Nature of Operations

Nature of Operations	3 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Operations	1. Nature of Operations Phio we our Company The Company continues to respond to and monitor the ongoing coronavirus pandemic. The Company’s have seen limited impact and, during the three months ended March 31, 2022, continued to operate with safety measures in place for the health and well-being of its employees, such as working remotely and flexible scheduling, in accordance with guidance from federal, state and local authorities. The Company believes that the coronavirus pandemic has not had a significant impact on its financial condition and results of operations for the three months ended March 31, 2022. However, the Company may experience delays in enrollment with its current clinical trial and with its clinical trial expected to commence in the middle of this year. The extent to which the coronavirus pandemic may materially impact our financial results and operations will depend on a number of factors, including delays in our operations due to limited availability of supplies and services we rely on, the ability to enroll patients in our clinical trials and the duration of the coronavirus pandemic, which remain difficult to predict and are highly uncertain.

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Significant Accounting Policies	2. Significant Accounting Policies Basis of Presentation The accompanying financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States (“ GAAP $192,000 The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. These statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission (the “ SEC Principles of Consolidation The condensed consolidated financial statements include the accounts of Phio and its wholly-owned subsidiary, MirImmune, LLC. All material intercompany accounts have been eliminated in consolidation. Uses of Estimates in Preparation of Financial Statements The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The areas subject to significant estimates and judgement include, among others, those related to the fair value of equity awards, accruals for research and development expenses, useful lives of property and equipment, income taxes, and our valuation allowance on our deferred tax assets. On an ongoing basis we evaluate our estimates and base our estimates on historical experience and other relevant assumptions that we believe are reasonable under the circumstances, including as a result of new information that may emerge concerning the coronavirus pandemic. Restricted Cash Restricted cash consists of certificates of deposit held by financial institutions as collateral for the Company’s corporate credit cards. The following table provides a reconciliation of cash and restricted cash reported within the condensed consolidated balance sheet that sum to the total of the same such amounts shown in the condensed consolidated statement of cash flows (in thousands): Schedule of Cash and Cash Equivalents March 31, 2022 2021 Cash $ 20,459 $ 32,695 Restricted cash 50 50 Cash and restricted cash shown in the statement of cash flows $ 20,509 $ 32,745 Fair Value of Financial Instruments The carrying amounts reported in the condensed consolidated balance sheet for restricted cash, accounts payable and accrued expenses approximate their fair values due to their short-term nature. The Company follows the provisions of the Financial Accounting Standards Board (the “ FASB ASC Fair Value Measurement Level 1 – quoted prices in active markets for identical assets or liabilities. Level 2 – other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date. Level 3 – significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date. At March 31, 2022 and December 31, 2021, the Company categorized its restricted cash of $ 50,000 Leases At the inception of a contract, the Company determines whether the contract is or contains a lease based on all relevant facts and circumstances. For contracts that contain a lease, the Company identifies the lease and non-lease components, determines the consideration in the contract and recognizes the classification of the lease as operating or financing. For leases with a term greater than one year, the Company recognizes a liability to make lease payments and an asset representing the right to use the underlying asset during the lease term at the commencement date of the lease. Lease liabilities and the corresponding right of use assets are recorded based on the present value of lease payments to be made over the lease term. The discount rate used to calculate the present value is the rate implicit in the lease, or if not readily determinable, the Company’s incremental borrowing rate. The Company’s incremental borrowing rate is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Certain adjustments to the right of use asset may be required for items such as initial direct costs or incentives received. Lease payments on operating leases, including scheduled increases, are recognized on a straight-line basis over the expected term of the lease. Lease payments on financing leases are recognized using the effective interest method. Derivative Financial Instruments Financial instruments that meet the definition of a derivative are classified as an asset or liability and measured at fair value on the issuance date and are revalued on each subsequent balance sheet date. The changes in fair value are recognized as current period income or loss. Financial instruments that do not meet the definition of a derivative are classified as equity and measured at fair value and recorded as additional paid-in capital in stockholders’ equity at the date of issuance. No further adjustments to their valuation are made. Research and Development Expenses Research and development expenses relate to compensation and benefits for research and development personnel, facility-related expenses, supplies, external services, costs to acquire technology licenses, research activities under our research collaborations, expenses associated with preclinical and clinical development activities and other operating costs. Research and development expenses are charged to expense as incurred. Payments made by the Company in advance for research and development services not yet provided and/or for materials not yet received are recorded as prepaid expenses and expensed when the service has been performed or when the goods have been received. Accrued liabilities are recorded related to those expenses for which vendors have not yet billed the Company with respect to services provided and/or materials that it has received. Accrued liabilities for the services provided by contract research organizations are recorded during the period incurred based on such estimates and assumptions as expected cost, passage of time, the achievement of milestones and other information available to us and are assessed on a quarterly basis. Actual results may differ from these estimates and could have a material impact on the Company’s reported results. The Company’s historical accrual estimates have not been materially different from its actual costs. Collaborative Arrangements The Company follows the provisions of the FASB ASC Topic 808, “ Collaborative Arrangements Topic 808 Revenue from Contracts with Customers Topic 606 Payments or reimbursements that are the result of a collaborative relationship instead of a customer relationship, such as co-development activities, are evaluated on a quarterly basis and recorded as an offset to research and development expense incurred. In the event the amounts paid to the Company by a collaborative partner exceed the Company’s research and development expense incurred in a quarterly period, such amounts are classified as collaborative arrangement revenue. Stock-based Compensation The Company follows the provisions of the FASB ASC Topic 718, “ Compensation — Stock Compensation ASC 718 Stock-based compensation expense recognized in the financial statements is based on awards that are ultimately expected to vest. Accordingly, we are also required to estimate forfeitures at the time of grant and to revise those estimates in subsequent periods if actual forfeitures differ from estimates. We use historical data to estimate pre-vesting award forfeitures and record stock-based compensation expense only for those awards that are expected to vest. Our forfeiture rate estimates are based on an analysis of our actual forfeiture experience, employee turnover behavior, and other factors. The impact of any adjustments to our forfeiture rates or to the extent that actual forfeitures differ from our estimates, the difference is recorded as a cumulative adjustment in the period the estimates are revised. Comprehensive Loss The Company’s comprehensive loss is equal to its net loss for all periods presented. Net Loss per Common Share Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the Company’s net loss by the weighted average number of common shares outstanding and the impact of all dilutive potential common shares outstanding, except where such dilutive potential common shares would be anti-dilutive. Dilutive potential common shares primarily consist of warrants, restricted stock units and stock options.

Liquidity and Going Concern

Liquidity and Going Concern	3 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Liquidity and Going Concern	3. Liquidity and Going Concern The Company has reported recurring losses from operations since its inception and expects to continue to have negative cash flows from operations for the foreseeable future. Historically, the Company’s primary source of funding has been from sales of its securities. The Company’s ability to continue to fund its operations is dependent on obtaining funding from third parties, such as proceeds from the issuance of debt, sale of equity, or strategic opportunities, in order to maintain its operations. This is dependent on a number of factors, including the market demand or liquidity of the Company’s common stock. There is no guarantee that debt, additional equity or other funding will be available to us on acceptable terms, or at all. If we fail to obtain additional funding when needed, we would be forced to scale back or terminate our operations or seek to merge with or to be acquired by another company. While we believe that the coronavirus pandemic has not had a significant impact on our financial condition and results of operations at this time, the potential economic impact brought by the coronavirus pandemic, which may be exacerbated by the global macroeconomic uncertainty from the ongoing conflict between Russia and Ukraine, is difficult to assess or predict. There may be developments outside of our control that require us to adjust our operating plans. Given the nature of the situation, we cannot reasonably estimate the impact of the coronavirus pandemic on our financial condition, results of operations or cash flows in the future. The Company believes that its existing cash should be sufficient to fund operations for at least the next 12 months from the date of the release of these financial statements.

Recent Accounting Pronouncement

Recent Accounting Pronouncements	3 Months Ended
	Mar. 31, 2022
Accounting Changes and Error Corrections [Abstract]
Recent Accounting Pronouncements	4. Recent Accounting Pronouncements In May 2021, the FASB issued ASU 2021-04, “ Earnings per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) ASU 2021-04

Leases

Leases	3 Months Ended
	Mar. 31, 2022
Leases [Abstract]
Leases	5. Leases In January 2019, the Company amended the lease for its corporate headquarters and primary research facility in Marlborough, Massachusetts. The lease is for a total of 7,581 March 31, 2024 The lease for our corporate headquarters represents substantially all of our significant lease obligations. The amounts reported in the condensed consolidated balance sheets for operating leases in which the Company is the lessee and other supplemental balance sheet information is set forth as follows, in thousands, except the lease term (number of years) and discount rate: Schedule of lease and supplemental balance sheet information March 31, 2022 December 31, 2021 Assets Right of use asset $ 253 $ 283 Liabilities Lease liability, current 127 125 Lease liability, non-current 138 170 Total lease liability $ 265 $ 295 Lease Term and Discount Rate Weighted average remaining lease term 2.00 2.25 Weighted average discount rate 4.70 4.70 Operating lease costs included in operating expense were $ 33,000 Cash paid for the amounts included in the measurement of the operating lease liability on the Company’s condensed consolidated balance sheets and included within changes in the lease liability in the operating activities of our condensed consolidated statements of cash flows was $ 33,000 32,000 Future lease payments for our non-cancellable operating leases and a reconciliation to the carrying amount of the operating lease liability presented in the condensed consolidated balance sheet as of March 31, 2022 is as follows, in thousands: Schedule of future minimum lease payments 2022 (remaining) $ 102 2023 140 2024 35 Total lease payments 277 Less: Imputed interest (12 ) Total operating lease liabilities (includes current portion) $ 265

Debt

Debt	3 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
Debt	6. Debt In May 2020, the Company received loan proceeds pursuant to the Paycheck Protection Program (the “ PPP CARES Act Debt ASC 470 $233,000

Stockholders_ Equity

Stockholders’ Equity	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
Stockholders’ Equity	7. Stockholders’ Equity January 2021 Private Placement — 4,420,863 3.07 140,065 January 2021 Pre-Funded Warrants 3.069 3,420,696 3.00 January 2021 Warrants Private Placement HCW 342,070 3.8375 January 2021 Placement Agent Warrants 12,669,000 February 2021 Registered Direct Offering — 2,246,784 3.42 Offering 168,509 4.275 February 2021 Placement Agent Warrants 6,908,000 Warrants The Company first assesses the warrants it issues under the FASB ASC Topic 480, “ Distinguishing Liabilities from Equity ASC 480 The Company then applies and follows the applicable accounting guidance in the FASB ASC Topic 815, “ Derivatives and Hedging. The following table summarizes the Company’s outstanding equity-classified warrants at March 31, 2022: Schedule of outstanding warrants Exercise Expiration Balance December 31, Warrants Warrants Warrants Balance March 31, Description Price Date 2021 Issued Exercised Expired 2022 April 2018 Warrants $ 173.25 5/31/2023 20,599 – – – 20,599 April 2018 Placement Agent Warrants $ 223.00 4/9/2023 1,373 – – – 1,373 October 2018 Warrants $ 10.45 10/3/2025 389,610 – – – 389,610 October 2018 Underwriter Warrants $ 13.06 10/1/2023 29,220 – – – 29,220 November 2019 Placement Agent Warrants $ 6.875 11/18/2024 13,636 – – – 13,636 February 2020 Registered Direct Warrants $ 8.71 8/6/2025 197,056 – – – 197,056 February 2020 Placement Agent Warrants $ 11.0375 2/4/2025 14,779 – – – 14,779 February 2020 Warrants $ 4.00 2/13/2025 1,326,500 – – – 1,326,500 February 2020 Underwriter Warrants $ 5.00 2/11/2025 150,000 – – – 150,000 April 2020 Warrants $ 2.21 10/2/2025 428,266 – – – 428,266 April 2020 Placement Agent Warrants $ 2.9188 3/31/2025 41,756 – – – 41,756 January 2021 Warrants $ 3.00 7/27/2026 3,420,696 – – – 3,420,696 January 2021 Placement Agent Warrants $ 3.8375 7/27/2026 342,070 – – – 342,070 February 2021 Placement Agent Warrants $ 4.275 2/12/2026 168,509 – – – 168,509 6,544,070 – – – 6,544,070 No 2,146,000

Net Loss per Common Share

Net Loss per Common Share	3 Months Ended
	Mar. 31, 2022
Net loss per common share:
Net Loss per Common Share	8. Net Loss per Common Share The following table sets forth the potential common shares excluded from the calculation of net loss per common share because their inclusion would be anti-dilutive: Schedule of antidilutive stock March 31, 2022 2021 Options to purchase common stock 2,499 2,499 Unvested restricted stock units 886,784 335,379 Warrants to purchase common stock 6,544,070 6,567,303 Total 7,433,353 6,905,181

Stock-based Compensation

Stock-based Compensation	3 Months Ended
	Mar. 31, 2022
Share-Based Payment Arrangement [Abstract]
Stock-based Compensation	9. Stock-based Compensation Restricted Stock Units Restricted stock units (“ RSUs 2020 Plan The following table summarizes the activity of the Company’s RSUs for the three months ended March 31, 2022: Schedule of RSU activity Number Weighted- Unvested units at December 31, 2021 367,101 $ 3.21 Granted 675,000 0.86 Vested (155,317 ) 3.27 Forfeited – – Unvested units at March 31, 2022 886,784 $ 1.41 Stock-based compensation expense related to RSUs was $ 179,000 57,000 The aggregate fair value of awards that vested during the three months ended March 31, 2022 and 2021 was $ 128,000 8,000 Stock Options Stock options are issued under the 2020 Plan or as inducement grants issued outside of the 2020 Plan to new employees. Stock options are generally subject to graded vesting and the satisfaction of certain service requirements. Upon the exercise of a stock option, the Company issues new shares and delivers them to the recipient. The Company does not expect to repurchase shares to satisfy stock option exercises. The Company uses the Black-Scholes option-pricing model to determine the fair value of all its option grants. The risk-free interest rate used for each grant was based upon the yield on zero-coupon U.S. Treasury securities with a term similar to the expected life of the related option. The Company’s expected stock price volatility assumption is based upon the Company’s own implied volatility. As the Company has limited stock option exercise information, the expected life assumption used for option grants is based upon the simplified method provided for under ASC 718. The dividend yield assumption is based upon the fact that the Company has never paid cash dividends and presently has no intention of paying cash dividends. The Company did not grant stock options during the three months ended March 31, 2022 and 2021. The following table summarizes the activity of the Company’s stock options for the three months ended March 31, 2022: Schedule of Stock Option Activity Number Weighted- Aggregate Balance at December 31, 2021 2,499 $ 3,401.90 Granted – – Exercised – – Cancelled – – Balance at March 31, 2022 2,499 $ 3,401.90 $ – Exercisable at March 31, 2022 2,153 $ 3,932.78 $ – Stock-based compensation expense related to stock options for the three months ended March 31, 2022 and 2021 was $ 7,000 10,000 Compensation Expense Related to Equity Awards The following table sets forth total stock-based compensation expense for the three months ended March 31, 2022 and 2021, in thousands: Schedule of stock based compensation expense March 31, 2022 2021 Research and development $ 56 $ 13 General and administrative 130 54 Total stock-based compensation $ 186 $ 67

Collaboration Agreements

Collaboration Agreements	3 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Collaboration Agreements	10. Collaboration Agreements In March 2021, the Company entered into a clinical co-development collaboration agreement with AgonOx Inc. (“ AgonOx DP TIL 4,000,000

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States (“ GAAP $192,000 The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. These statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission (the “ SEC
Principles of Consolidation	Principles of Consolidation The condensed consolidated financial statements include the accounts of Phio and its wholly-owned subsidiary, MirImmune, LLC. All material intercompany accounts have been eliminated in consolidation.
Uses of Estimates in Preparation of Financial Statements	Uses of Estimates in Preparation of Financial Statements The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The areas subject to significant estimates and judgement include, among others, those related to the fair value of equity awards, accruals for research and development expenses, useful lives of property and equipment, income taxes, and our valuation allowance on our deferred tax assets. On an ongoing basis we evaluate our estimates and base our estimates on historical experience and other relevant assumptions that we believe are reasonable under the circumstances, including as a result of new information that may emerge concerning the coronavirus pandemic.
Restricted Cash	Restricted Cash Restricted cash consists of certificates of deposit held by financial institutions as collateral for the Company’s corporate credit cards. The following table provides a reconciliation of cash and restricted cash reported within the condensed consolidated balance sheet that sum to the total of the same such amounts shown in the condensed consolidated statement of cash flows (in thousands): Schedule of Cash and Cash Equivalents March 31, 2022 2021 Cash $ 20,459 $ 32,695 Restricted cash 50 50 Cash and restricted cash shown in the statement of cash flows $ 20,509 $ 32,745
Fair Value of Financial Instruments	Fair Value of Financial Instruments The carrying amounts reported in the condensed consolidated balance sheet for restricted cash, accounts payable and accrued expenses approximate their fair values due to their short-term nature. The Company follows the provisions of the Financial Accounting Standards Board (the “ FASB ASC Fair Value Measurement Level 1 – quoted prices in active markets for identical assets or liabilities. Level 2 – other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date. Level 3 – significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date. At March 31, 2022 and December 31, 2021, the Company categorized its restricted cash of $ 50,000
Leases	Leases At the inception of a contract, the Company determines whether the contract is or contains a lease based on all relevant facts and circumstances. For contracts that contain a lease, the Company identifies the lease and non-lease components, determines the consideration in the contract and recognizes the classification of the lease as operating or financing. For leases with a term greater than one year, the Company recognizes a liability to make lease payments and an asset representing the right to use the underlying asset during the lease term at the commencement date of the lease. Lease liabilities and the corresponding right of use assets are recorded based on the present value of lease payments to be made over the lease term. The discount rate used to calculate the present value is the rate implicit in the lease, or if not readily determinable, the Company’s incremental borrowing rate. The Company’s incremental borrowing rate is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Certain adjustments to the right of use asset may be required for items such as initial direct costs or incentives received. Lease payments on operating leases, including scheduled increases, are recognized on a straight-line basis over the expected term of the lease. Lease payments on financing leases are recognized using the effective interest method.
Derivative Financial Instruments	Derivative Financial Instruments Financial instruments that meet the definition of a derivative are classified as an asset or liability and measured at fair value on the issuance date and are revalued on each subsequent balance sheet date. The changes in fair value are recognized as current period income or loss. Financial instruments that do not meet the definition of a derivative are classified as equity and measured at fair value and recorded as additional paid-in capital in stockholders’ equity at the date of issuance. No further adjustments to their valuation are made.
Research and Development Expenses	Research and Development Expenses Research and development expenses relate to compensation and benefits for research and development personnel, facility-related expenses, supplies, external services, costs to acquire technology licenses, research activities under our research collaborations, expenses associated with preclinical and clinical development activities and other operating costs. Research and development expenses are charged to expense as incurred. Payments made by the Company in advance for research and development services not yet provided and/or for materials not yet received are recorded as prepaid expenses and expensed when the service has been performed or when the goods have been received. Accrued liabilities are recorded related to those expenses for which vendors have not yet billed the Company with respect to services provided and/or materials that it has received. Accrued liabilities for the services provided by contract research organizations are recorded during the period incurred based on such estimates and assumptions as expected cost, passage of time, the achievement of milestones and other information available to us and are assessed on a quarterly basis. Actual results may differ from these estimates and could have a material impact on the Company’s reported results. The Company’s historical accrual estimates have not been materially different from its actual costs.
Collaborative Arrangements	Collaborative Arrangements The Company follows the provisions of the FASB ASC Topic 808, “ Collaborative Arrangements Topic 808 Revenue from Contracts with Customers Topic 606 Payments or reimbursements that are the result of a collaborative relationship instead of a customer relationship, such as co-development activities, are evaluated on a quarterly basis and recorded as an offset to research and development expense incurred. In the event the amounts paid to the Company by a collaborative partner exceed the Company’s research and development expense incurred in a quarterly period, such amounts are classified as collaborative arrangement revenue.
Stock-based Compensation	Stock-based Compensation The Company follows the provisions of the FASB ASC Topic 718, “ Compensation — Stock Compensation ASC 718 Stock-based compensation expense recognized in the financial statements is based on awards that are ultimately expected to vest. Accordingly, we are also required to estimate forfeitures at the time of grant and to revise those estimates in subsequent periods if actual forfeitures differ from estimates. We use historical data to estimate pre-vesting award forfeitures and record stock-based compensation expense only for those awards that are expected to vest. Our forfeiture rate estimates are based on an analysis of our actual forfeiture experience, employee turnover behavior, and other factors. The impact of any adjustments to our forfeiture rates or to the extent that actual forfeitures differ from our estimates, the difference is recorded as a cumulative adjustment in the period the estimates are revised.
Comprehensive Loss	Comprehensive Loss The Company’s comprehensive loss is equal to its net loss for all periods presented.
Net Loss per Common Share	Net Loss per Common Share Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the Company’s net loss by the weighted average number of common shares outstanding and the impact of all dilutive potential common shares outstanding, except where such dilutive potential common shares would be anti-dilutive. Dilutive potential common shares primarily consist of warrants, restricted stock units and stock options.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Schedule of Cash and Cash Equivalents	Schedule of Cash and Cash Equivalents March 31, 2022 2021 Cash $ 20,459 $ 32,695 Restricted cash 50 50 Cash and restricted cash shown in the statement of cash flows $ 20,509 $ 32,745

Leases (Tables)

Leases (Tables)	3 Months Ended
	Mar. 31, 2022
Leases [Abstract]
Schedule of lease and supplemental balance sheet information	Schedule of lease and supplemental balance sheet information March 31, 2022 December 31, 2021 Assets Right of use asset $ 253 $ 283 Liabilities Lease liability, current 127 125 Lease liability, non-current 138 170 Total lease liability $ 265 $ 295 Lease Term and Discount Rate Weighted average remaining lease term 2.00 2.25 Weighted average discount rate 4.70 4.70
Schedule of future minimum lease payments	Schedule of future minimum lease payments 2022 (remaining) $ 102 2023 140 2024 35 Total lease payments 277 Less: Imputed interest (12 ) Total operating lease liabilities (includes current portion) $ 265

Stockholders_ Equity (Tables)

Stockholders’ Equity (Tables)	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
Schedule of outstanding warrants	Schedule of outstanding warrants Exercise Expiration Balance December 31, Warrants Warrants Warrants Balance March 31, Description Price Date 2021 Issued Exercised Expired 2022 April 2018 Warrants $ 173.25 5/31/2023 20,599 – – – 20,599 April 2018 Placement Agent Warrants $ 223.00 4/9/2023 1,373 – – – 1,373 October 2018 Warrants $ 10.45 10/3/2025 389,610 – – – 389,610 October 2018 Underwriter Warrants $ 13.06 10/1/2023 29,220 – – – 29,220 November 2019 Placement Agent Warrants $ 6.875 11/18/2024 13,636 – – – 13,636 February 2020 Registered Direct Warrants $ 8.71 8/6/2025 197,056 – – – 197,056 February 2020 Placement Agent Warrants $ 11.0375 2/4/2025 14,779 – – – 14,779 February 2020 Warrants $ 4.00 2/13/2025 1,326,500 – – – 1,326,500 February 2020 Underwriter Warrants $ 5.00 2/11/2025 150,000 – – – 150,000 April 2020 Warrants $ 2.21 10/2/2025 428,266 – – – 428,266 April 2020 Placement Agent Warrants $ 2.9188 3/31/2025 41,756 – – – 41,756 January 2021 Warrants $ 3.00 7/27/2026 3,420,696 – – – 3,420,696 January 2021 Placement Agent Warrants $ 3.8375 7/27/2026 342,070 – – – 342,070 February 2021 Placement Agent Warrants $ 4.275 2/12/2026 168,509 – – – 168,509 6,544,070 – – – 6,544,070

Net Loss per Common Share (Tabl

Net Loss per Common Share (Tables)	3 Months Ended
	Mar. 31, 2022
Net loss per common share:
Schedule of antidilutive stock	Schedule of antidilutive stock March 31, 2022 2021 Options to purchase common stock 2,499 2,499 Unvested restricted stock units 886,784 335,379 Warrants to purchase common stock 6,544,070 6,567,303 Total 7,433,353 6,905,181

Stock-based Compensation (Table

Stock-based Compensation (Tables)	3 Months Ended
	Mar. 31, 2022
Share-Based Payment Arrangement [Abstract]
Schedule of RSU activity	Schedule of RSU activity Number Weighted- Unvested units at December 31, 2021 367,101 $ 3.21 Granted 675,000 0.86 Vested (155,317 ) 3.27 Forfeited – – Unvested units at March 31, 2022 886,784 $ 1.41
Schedule of Stock Option Activity	Schedule of Stock Option Activity Number Weighted- Aggregate Balance at December 31, 2021 2,499 $ 3,401.90 Granted – – Exercised – – Cancelled – – Balance at March 31, 2022 2,499 $ 3,401.90 $ – Exercisable at March 31, 2022 2,153 $ 3,932.78 $ –
Schedule of stock based compensation expense	Schedule of stock based compensation expense March 31, 2022 2021 Research and development $ 56 $ 13 General and administrative 130 54 Total stock-based compensation $ 186 $ 67

Significant Accounting Polici_4

Significant Accounting Policies - (Details- Cash Equivalents) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Cash	$ 20,459	$ 24,057	$ 32,695
Restricted cash	50	50	50
Cash and restricted cash shown in the statement of cash flows	$ 20,509	$ 24,107	$ 32,745	$ 14,294

Significant Accounting Polici_5

Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Inputs, Level 2 [Member]
Cash and cash equivalents		$ 50,000	$ 50,000
Research And Development [Member]
Prior Period Reclassification Adjustment	$ 192,000

Leases - (Details - Balance she

Leases - (Details - Balance sheet lease items) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating Lease, Right-of-Use Asset	$ 253	$ 283
Operating Lease, Liability, Current	127	125
Operating Lease, Liability, Noncurrent	138	170
Operating Lease, Liability	$ 265	$ 295
Weighted average remaining lease term	2 years	2 years 3 months
Weighted average discount rate	4.70%	4.70%

Leases (Details - Future lease

Leases (Details - Future lease payments) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Leases [Abstract]
2022 (remaining)	$ 102
2023	140
2024	35
Total lease payments	277
Less: Imputed interest	(12)
Total operating lease liabilities (includes current portion)	$ 265	$ 295

Leases (Details Narrative)

Leases (Details Narrative)	3 Months Ended
	Mar. 31, 2022USD ($)ft²	Mar. 31, 2021USD ($)
Operating lease cost	$ 33,000	$ 33,000
Operating lease payments	$ 33,000	$ 32,000
Property Subject to Operating Lease [Member]
Operating lease footage | ft²	7,581
Lease Expiration Date	Mar. 31, 2024

Debt (Details Narrative)

Debt (Details Narrative) $ in Thousands	3 Months Ended
	Mar. 31, 2021USD ($)
PPP Loan [Member]
Debt Instrument [Line Items]
Gain (Loss) on Extinguishment of Debt	$ 233,000

Stockholders' Equity (Details -

Stockholders' Equity (Details - Warrants outstanding) - Warrant [Member] - $ / shares	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Class of Warrant or Right [Line Items]
Warrants outstanding	6,544,070	6,544,070
Warrants issued	0
Warrants exercised	0
Warrants expired	0
April 2018 Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 173.25
Warrant expiration date	May 31, 2023
Warrants outstanding	20,599	20,599
Warrants issued	0
Warrants exercised	0
Warrants expired	0
April 2018 Placement Agent Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 223
Warrant expiration date	Apr. 9, 2023
Warrants outstanding	1,373	1,373
Warrants issued	0
Warrants exercised	0
Warrants expired	0
October 2018 Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 10.45
Warrant expiration date	Oct. 3, 2025
Warrants outstanding	389,610	389,610
Warrants issued	0
Warrants exercised	0
Warrants expired	0
October 2018 Underwriter Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 13.06
Warrant expiration date	Oct. 1, 2023
Warrants outstanding	29,220	29,220
Warrants issued	0
Warrants exercised	0
Warrants expired	0
Nov 2019 Placement Agent Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 6.875
Warrant expiration date	Nov. 18, 2024
Warrants outstanding	13,636	13,636
Warrants issued	0
Warrants exercised	0
Warrants expired	0
Feb 2020 Registered Direct Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 8.71
Warrant expiration date	Aug. 6, 2025
Warrants outstanding	197,056	197,056
Warrants issued	0
Warrants exercised	0
Warrants expired	0
Feb 2020 Placement Agent Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 11.0375
Warrant expiration date	Feb. 4, 2025
Warrants outstanding	14,779	14,779
Warrants issued	0
Warrants exercised	0
Warrants expired	0
Feb 2020 Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 4
Warrant expiration date	Feb. 13, 2025
Warrants outstanding	1,326,500	1,326,500
Warrants issued	0
Warrants exercised	0
Warrants expired	0
Feb 2020 Underwriter Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 5
Warrant expiration date	Feb. 11, 2025
Warrants outstanding	150,000	150,000
Warrants issued	0
Warrants exercised	0
Warrants expired	0
April 2020 Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 2.21
Warrant expiration date	Oct. 2, 2025
Warrants outstanding	428,266	428,266
Warrants issued	0
Warrants exercised	0
Warrants expired	0
April 2020 Placement Agent Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 2.9188
Warrant expiration date	Mar. 31, 2025
Warrants outstanding	41,756	41,756
Warrants issued	0
Warrants exercised	0
Warrants expired	0
January 2021 Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 3
Warrant expiration date	Jul. 27, 2026
Warrants outstanding	3,420,696	3,420,696
Warrants issued	0
Warrants exercised	0
Warrants expired	0
January 2021 Placement Agent Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 3.8375
Warrant expiration date	Jul. 27, 2026
Warrants outstanding	342,070	342,070
Warrants issued	0
Warrants exercised	0
Warrants expired	0
February 2021 Placement Agent Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 4.275
Warrant expiration date	Feb. 12, 2026
Warrants outstanding	168,509	168,509
Warrants issued	0
Warrants exercised	0
Warrants expired	0

Stockholders_ Equity (Details N

Stockholders’ Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended		3 Months Ended
	Feb. 17, 2021	Jan. 25, 2021	Mar. 31, 2022	Mar. 31, 2021
Class of Stock [Line Items]
Proceeds from exercise of warrants			$ 0	$ 2,146
Jan 2021 Private Placement [Member]
Class of Stock [Line Items]
Stock issued during period, shares		4,420,863
Stock price per share		$ 3.07
Proceeds from issuance of stock and warrants		$ 12,669
Jan 2021 Private Placement [Member] | Jan 2021 Pre Funded Warrants [Member]
Class of Stock [Line Items]
Stock price per share		$ 3.069
Warrants issued		140,065
Jan 2021 Private Placement [Member] | Jan 2021 Warrants [Member]
Class of Stock [Line Items]
Warrants issued		3,420,696
Warrant exercise price		$ 3
Jan 2021 Private Placement [Member] | Jan 2021 Placement Agent Warrants [Member]
Class of Stock [Line Items]
Warrants issued		342,070
Warrant exercise price		$ 3.8375
Feb 2021 Registered Direct Offering [Member]
Class of Stock [Line Items]
Stock issued during period, shares	2,246,784
Stock price per share	$ 3.42
Proceeds from issuance of stock and warrants	$ 6,908
Feb 2021 Registered Direct Offering [Member] | Feb 2021 Placement Agent Warrants [Member]
Class of Stock [Line Items]
Warrants issued	168,509
Warrant exercise price	$ 4.275

Net Loss per Share (Details - A

Net Loss per Share (Details - Antidilutive shares) - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total amount of anti-dilutive securities excluded from computation of earnings per share	7,433,353	6,905,181
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total amount of anti-dilutive securities excluded from computation of earnings per share	2,499	2,499
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total amount of anti-dilutive securities excluded from computation of earnings per share	886,784	335,379
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total amount of anti-dilutive securities excluded from computation of earnings per share	6,544,070	6,567,303

Stock-based Compensation (Detai

Stock-based Compensation (Details - RSU activity) - Restricted Stock Units (RSUs) [Member]	3 Months Ended
	Mar. 31, 2022$ / sharesshares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
RSU's unvested units, beginning balance | shares	367,101
RSU's beginning balance, price per share | $ / shares	$ 3.21
RSU's granted | shares	675,000
RSU's granted, price per share | $ / shares	$ 0.86
RSU's vested | shares	(155,317)
RSU's vested, price per share | $ / shares	$ 3.27
RSU's forfeited | shares	0
RSU's forfeited, price per share | $ / shares	$ 0
RSU's unvested units, ending balance | shares	886,784
RSU's ending balance, price per share | $ / shares	$ 1.41

Stock-based Compensation (Det_2

Stock-based Compensation (Details - Option activity) - Share-Based Payment Arrangement, Option [Member] $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022USD ($)$ / sharesshares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options outstanding, beginning balance | shares	2,499
Weighted-average exercise price per share, beginning balance | $ / shares	$ 3,401.90
Options granted | shares	0
Weighted-average exercise price per share, granted | $ / shares	$ 0
Options exercised | shares	0
Weighted-average exercise price per share, exercised | $ / shares	$ 0
Options cancelled | shares	0
Weighted-average exercise price per share, cancelled | $ / shares	$ 0
Options outstanding, ending balance | shares	2,499
Weighted-average exercise price per share, ending balance | $ / shares	$ 3,401.90
Aggregate intrinsic value, ending balance | $	$ 0
Option exercisable | shares	2,153
Weighted-average exercise price per share, exercisable | $ / shares	$ 3,932.78
Aggregate intrinsic value, exercisable | $	$ 0

Stock-based Compensation (Det_3

Stock-based Compensation (Details - Share-based compensation) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 186	$ 67
Research and Development Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	56	13
General and Administrative Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 130	$ 54

Stock-based Compensation (Det_4

Stock-based Compensation (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense	$ 186,000	$ 67,000
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense	179,000	57,000
Aggregate fair value	128,000	8,000
Stock Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense	$ 7,000	$ 10,000

Collaboration Agreements (Detai

Collaboration Agreements (Details Narrative)	Mar. 31, 2022USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Contractual Obligation	$ 4,000,000