Phio Pharmaceuticals (PHIO) 10-Q 10 Nov 22 2022 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2022	Nov. 04, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Document Fiscal Period Focus	Q3
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		13,667,973

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 14,484	$ 24,057
Restricted cash	50	50
Prepaid expenses	843	620
Total current assets	15,377	24,727
Right of use asset, net	192	283
Property and equipment, net	198	133
Other assets	24	27
Total assets	15,791	25,170
Current liabilities:
Accounts payable	543	283
Accrued expenses	1,519	2,660
Lease liability	132	125
Total current liabilities	2,194	3,068
Lease liability, net of current portion	70	170
Total liabilities	2,264	3,238
Commitments and contingencies (Note 9)
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; 13,667,973 and 13,534,996 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively	1	1
Additional paid-in capital	139,175	138,831
Accumulated deficit	(125,649)	(116,900)
Total stockholders’ equity	13,527	21,932
Total liabilities and stockholders’ equity	$ 15,791	$ 25,170

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 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	13,667,973	13,534,996
Common stock, shares outstanding	13,667,973	13,534,996

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Operating expenses:
Research and development	$ 2,508	$ 2,673	$ 5,398	$ 6,661
General and administrative	1,063	1,066	3,334	3,400
Total operating expenses	3,571	3,739	8,732	10,061
Operating loss	(3,571)	(3,739)	(8,732)	(10,061)
Total other (expense) income, net	(5)	(3)	(17)	225
Net loss	$ (3,576)	$ (3,742)	$ (8,749)	$ (9,836)
Net loss per common share:
Basic	$ (0.26)	$ (0.28)	$ (0.64)	$ (0.78)
Diluted	$ (0.26)	$ (0.28)	$ (0.64)	$ (0.78)
Weighted average number of common shares outstanding
Basic	13,662,857	13,534,560	13,628,931	12,593,569
Diluted	13,662,857	13,534,560	13,628,931	12,593,569

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' 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 private placement, net of offering costs, shares	4,420,863
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
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
Shares withheld for payroll taxes, shares	(122)
Stock-based compensation expense		67		67
Net loss			(3,407)	(3,407)
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, 2020	$ 1	116,629	(103,613)	13,017
Balance at beginning, shares at Dec. 31, 2020	5,780,973
Net loss				(9,836)
Ending balance, value at Sep. 30, 2021	$ 1	138,694	(113,449)	25,246
Balance at ending, shares at Sep. 30, 2021	13,534,692
Beginning balance, value at Mar. 31, 2021	$ 1	138,419	(107,020)	31,400
Balance at beginning, shares at Mar. 31, 2021	13,534,389
Stock-based compensation expense		132		132
Net loss			(2,687)	(2,687)
Ending balance, value at Jun. 30, 2021	$ 1	138,551	(109,707)	28,845
Balance at ending, shares at Jun. 30, 2021	13,534,389
Issuance of common stock upon vesting of restricted stock units
Issuance of common stock upon vesting of restricted stock units, shares	346
Shares withheld for payroll taxes
Shares withheld for payroll taxes, shares	(43)
Stock-based compensation expense		143		143
Net loss			(3,742)	(3,742)
Ending balance, value at Sep. 30, 2021	$ 1	138,694	(113,449)	25,246
Balance at ending, shares at Sep. 30, 2021	13,534,692
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
Issuance of common stock upon vesting of restricted stock units, shares	155,317
Shares withheld for payroll taxes		(25)		(25)
Shares withheld for payroll taxes, shares	(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
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
Net loss				(8,749)
Ending balance, value at Sep. 30, 2022	$ 1	139,175	(125,649)	13,527
Balance at ending, shares at Sep. 30, 2022	13,667,973
Beginning balance, value at Mar. 31, 2022	$ 1	138,992	(119,542)	19,451
Balance at beginning, shares at Mar. 31, 2022	13,658,722
Stock-based compensation expense		83		83
Net loss			(2,531)	(2,531)
Ending balance, value at Jun. 30, 2022	$ 1	139,075	(122,073)	17,003
Balance at ending, shares at Jun. 30, 2022	13,658,722
Issuance of common stock upon vesting of restricted stock units
Issuance of common stock upon vesting of restricted stock units, shares	12,773
Shares withheld for payroll taxes		(3)		(3)
Shares withheld for payroll taxes, shares	(3,522)
Stock-based compensation expense		103		103
Net loss			(3,576)	(3,576)
Ending balance, value at Sep. 30, 2022	$ 1	$ 139,175	$ (125,649)	$ 13,527
Balance at ending, shares at Sep. 30, 2022	13,667,973

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities:
Net loss	$ (8,749)	$ (9,836)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	56	55
Non-cash lease expense	91	87
Non-cash stock-based compensation	372	342
Forgiveness of debt	0	(233)
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(220)	(10)
Accounts payable	260	(406)
Accrued expenses	(1,141)	711
Lease liability	(93)	(97)
Net cash used in operating activities	(9,424)	(9,387)
Cash flows from investing activities:
Cash paid for purchase of property and equipment	(121)	(51)
Net cash used in investing activities	(121)	(51)
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	(28)	0
Net cash (used in) provided by financing activities	(28)	21,723
Net (decrease) increase in cash and restricted cash	(9,573)	12,285
Cash and restricted cash at the beginning of period	24,107	14,294
Cash and restricted cash at the end of period	$ 14,534	$ 26,579

Reconciliation of Cash

Reconciliation of Cash - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Cash	$ 14,484	$ 24,057	$ 26,529
Restricted cash	50	50	50
Total cash and restricted cash	$ 14,534	$ 24,107	$ 26,579	$ 14,294

Organization and Significant Ac

Organization and Significant Accounting Policies	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Significant Accounting Policies	1. Organization and Significant Accounting Policies Nature of Operations Phio Pharmaceuticals Corp. (“ Phio we our Company The Company continues to respond to and monitor the ongoing coronavirus pandemic. The Company’s corporate headquarters and research facility have seen limited impact and, during the three and nine months ended September 30, 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 and nine months ended September 30, 2022. However, the extent to which the coronavirus pandemic may materially impact our financial results and operations will depend on a number of factors, including the availability of supplies and services we rely on, the ability to enroll subjects in our clinical trials, the emergence of variant strains of the coronavirus, the development, availability, and public acceptance of effective treatments and vaccines, and the duration of the coronavirus pandemic, which remain difficult to predict and are highly uncertain. Liquidity 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, which may be adversely impacted by the coronavirus pandemic and the ongoing conflict between Russia and Ukraine. 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. 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. 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 134,000 430,000 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 audited consolidated financial statements and notes thereto included in the Company’s most recent 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. Use 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 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 and the ongoing conflict between Russia and Ukraine. Actual results could differ materially from these estimates. Summary of Significant Accounting Policies There have been no material changes to the Company’s significant accounting policies as compared to those disclosed in “Note 2. Summary of Significant Accounting Policies” in our most recent Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 22, 2022.

Recent Accounting Pronouncement

Recent Accounting Pronouncements	9 Months Ended
	Sep. 30, 2022
Accounting Changes and Error Corrections [Abstract]
Recent Accounting Pronouncements	2. Recent Accounting Pronouncements In May 2021, the Financial Accounting Standards Board (the “ FASB 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

Fair Value of Financial Instrum

Fair Value of Financial Instruments	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Fair Value of Financial Instruments	3. Fair Value of Financial Instruments The Company follows the provisions of the FASB Accounting Standards Codification (“ 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 September 30, 2022 and December 31, 2021, the Company categorized its restricted cash of $ 50,000

Leases

Leases	9 Months Ended
	Sep. 30, 2022
Leases [Abstract]
Leases	4. 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 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 September 30, 2022 December 31, 2021 Assets Right of use asset $ 192 $ 283 Liabilities Lease liability, current 132 125 Lease liability, non-current 70 170 Total lease liability $ 202 $ 295 Lease Term and Discount Rate Weighted average remaining lease term 1.50 2.25 Weighted average discount rate 4.70 4.70 Operating lease costs included in operating expense were $ 33,000 99,000 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 $ 34,000 44,000 101,000 110,000 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 September 30, 2022 is as follows, in thousands: Schedule of future minimum lease payments 2022 (remaining) $ 34 2023 140 2024 35 Total lease payments 209 Less: Imputed interest (7 ) Total operating lease liabilities (includes current portion) $ 202

Debt

Debt	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
Debt	5. 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	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
Stockholders’ Equity	6. 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 September 30, 2022: Schedule of outstanding warrants Exercise Expiration Balance December 31, Warrants Warrants Warrants Balance September 30, 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	9 Months Ended
	Sep. 30, 2022
Net loss per common share:
Net Loss per Common Share	7. 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 anti dilutive stock September 30, 2022 2021 Options to purchase common stock 1,708 2,499 Unvested restricted stock units 684,201 367,533 Warrants to purchase common stock 6,544,070 6,567,303 Total 7,229,979 6,937,335

Stock-based Compensation

Stock-based Compensation	9 Months Ended
	Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]
Stock-based Compensation	8. 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 nine months ended September 30, 2022: Schedule of RSU activity Number Weighted- Unvested units at December 31, 2021 367,101 $ 3.21 Granted 695,000 0.86 Vested (168,090 ) 3.30 Forfeited (209,810 ) 1.57 Unvested units at September 30, 2022 684,201 $ 1.30 Stock-based compensation expense related to RSUs was $ 98,000 132,000 Stock-based compensation expense related to RSUs was $ 359,000 313,000 The aggregate fair value of awards that vested during the nine months ended September 30, 2022 and 2021 was $ 138,000 9,000 As of September 30, 2022, the compensation expense for all unvested RSUs in the amount of approximately $ 677,000 1.86 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 and nine months ended September 30, 2022 and 2021. The following table summarizes the activity of the Company’s stock options for the nine months ended September 30, 2022: Schedule of Stock Option Activity Number Weighted- Aggregate Balance at December 31, 2021 2,499 $ 3,401.90 $ – Granted – – – Exercised – – – Cancelled (791 ) 6,856.25 – Balance at September 30, 2022 1,708 $ 1,802.14 $ – Exercisable at September 30, 2022 1,708 $ 1,802.14 $ – Stock-based compensation expense related to stock options for the three months ended September 30, 2022 and 2021 was $ 5,000 11,000 13,000 29,000 As of September 30, 2022, the compensation expense for all unvested stock options was recognized in the Company’s results of operations. Compensation Expense Related to Equity Awards The following table sets forth total stock-based compensation expense for the three and nine months ended September 30, 2022 and 2021, in thousands: Schedule of stock based compensation expense Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Research and development $ 54 $ 36 $ 163 $ 80 General and administrative 49 107 209 262 Total stock-based compensation $ 103 $ 143 $ 372 $ 342

Collaboration Agreements

Collaboration Agreements	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Collaboration Agreements	9. Collaboration Agreements In March 2021, the Company entered into a clinical co-development collaboration agreement with AgonOx, Inc. (“ AgonOx DP TIL 4,000,000 During the three and nine months ended September 30, 2022 and 2021, the Company did no

Organization and Significant _2

Organization and Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Operations	Nature of Operations Phio Pharmaceuticals Corp. (“ Phio we our Company The Company continues to respond to and monitor the ongoing coronavirus pandemic. The Company’s corporate headquarters and research facility have seen limited impact and, during the three and nine months ended September 30, 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 and nine months ended September 30, 2022. However, the extent to which the coronavirus pandemic may materially impact our financial results and operations will depend on a number of factors, including the availability of supplies and services we rely on, the ability to enroll subjects in our clinical trials, the emergence of variant strains of the coronavirus, the development, availability, and public acceptance of effective treatments and vaccines, and the duration of the coronavirus pandemic, which remain difficult to predict and are highly uncertain.
Liquidity	Liquidity 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, which may be adversely impacted by the coronavirus pandemic and the ongoing conflict between Russia and Ukraine. 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. 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.
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 134,000 430,000 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 audited consolidated financial statements and notes thereto included in the Company’s most recent 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.
Use of Estimates in Preparation of Financial Statements	Use 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 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 and the ongoing conflict between Russia and Ukraine. Actual results could differ materially from these estimates.
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies There have been no material changes to the Company’s significant accounting policies as compared to those disclosed in “Note 2. Summary of Significant Accounting Policies” in our most recent Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 22, 2022.

Leases (Tables)

Leases (Tables)	9 Months Ended
	Sep. 30, 2022
Leases [Abstract]
Schedule of lease and supplemental balance sheet information	Schedule of lease and supplemental balance sheet information September 30, 2022 December 31, 2021 Assets Right of use asset $ 192 $ 283 Liabilities Lease liability, current 132 125 Lease liability, non-current 70 170 Total lease liability $ 202 $ 295 Lease Term and Discount Rate Weighted average remaining lease term 1.50 2.25 Weighted average discount rate 4.70 4.70
Schedule of future minimum lease payments	Schedule of future minimum lease payments 2022 (remaining) $ 34 2023 140 2024 35 Total lease payments 209 Less: Imputed interest (7 ) Total operating lease liabilities (includes current portion) $ 202

Stockholders_ Equity (Tables)

Stockholders’ Equity (Tables)	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
Schedule of outstanding warrants	Schedule of outstanding warrants Exercise Expiration Balance December 31, Warrants Warrants Warrants Balance September 30, 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)	9 Months Ended
	Sep. 30, 2022
Net loss per common share:
Schedule of anti dilutive stock	Schedule of anti dilutive stock September 30, 2022 2021 Options to purchase common stock 1,708 2,499 Unvested restricted stock units 684,201 367,533 Warrants to purchase common stock 6,544,070 6,567,303 Total 7,229,979 6,937,335

Stock-based Compensation (Table

Stock-based Compensation (Tables)	9 Months Ended
	Sep. 30, 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 695,000 0.86 Vested (168,090 ) 3.30 Forfeited (209,810 ) 1.57 Unvested units at September 30, 2022 684,201 $ 1.30
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 (791 ) 6,856.25 – Balance at September 30, 2022 1,708 $ 1,802.14 $ – Exercisable at September 30, 2022 1,708 $ 1,802.14 $ –
Schedule of stock based compensation expense	Schedule of stock based compensation expense Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Research and development $ 54 $ 36 $ 163 $ 80 General and administrative 49 107 209 262 Total stock-based compensation $ 103 $ 143 $ 372 $ 342

Organization and Significant _3

Organization and Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Research And Development [Member]
Prior Period Reclassification Adjustment	$ 134,000	$ 430,000

Fair Value of Financial Instr_2

Fair Value of Financial Instruments (Details Narrative) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	$ 50,000	$ 50,000

Leases - (Details - Balance she

Leases - (Details - Balance sheet lease items) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Leases [Abstract]
Right of use asset	$ 192	$ 283
Lease liability, current	132	125
Lease liability, non-current	70	170
Total lease liability	$ 202	$ 295
Weighted average remaining lease term	1 year 6 months	2 years 3 months
Weighted average discount rate	4.70%	4.70%

Leases (Details - Future lease

Leases (Details - Future lease payments) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Leases [Abstract]
2022 (remaining)	$ 34
2023	140
2024	35
Total lease payments	209
Less: Imputed interest	(7)
Total operating lease liabilities (includes current portion)	$ 202	$ 295

Leases (Details Narrative)

Leases (Details Narrative)	3 Months Ended		9 Months Ended
	Sep. 30, 2022 USD ($) ft²	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) ft²	Sep. 30, 2021 USD ($)
Operating lease cost	$ 33,000	$ 33,000	$ 99,000	$ 99,000
Operating lease payments	$ 34,000	$ 44,000	$ 101,000	$ 110,000
Property Subject to Operating Lease [Member]
Operating lease footage | ft²	7,581		7,581
Lease Expiration Date			Mar. 31, 2024

Debt (Details Narrative)

Debt (Details Narrative) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Debt Instrument [Line Items]
Gain (Loss) on Extinguishment of Debt	$ 0	$ 233
Ppp Loan [Member]
Debt Instrument [Line Items]
Gain (Loss) on Extinguishment of Debt		$ 233,000

Stockholders' Equity (Details -

Stockholders' Equity (Details - Warrants outstanding) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Class of Warrant or Right [Line Items]
Warrants exercised	0	0	0	0
Warrant [Member]
Class of Warrant or Right [Line Items]
Warrants outstanding	6,544,070		6,544,070		6,544,070
Warrants issued
Warrants exercised
Warrants expired
Warrant [Member] | April 2018 Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 173.25		$ 173.25
Warrant expiration date			May 31, 2023
Warrants outstanding	20,599		20,599		20,599
Warrants issued
Warrants exercised
Warrants expired
Warrant [Member] | April 2018 Placement Agent Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 223		$ 223
Warrant expiration date			Apr. 09, 2023
Warrants outstanding	1,373		1,373		1,373
Warrants issued
Warrants exercised
Warrants expired
Warrant [Member] | October 2018 Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 10.45		$ 10.45
Warrant expiration date			Oct. 03, 2025
Warrants outstanding	389,610		389,610		389,610
Warrants issued
Warrants exercised
Warrants expired
Warrant [Member] | October 2018 Underwriter Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 13.06		$ 13.06
Warrant expiration date			Oct. 01, 2023
Warrants outstanding	29,220		29,220		29,220
Warrants issued
Warrants exercised
Warrants expired
Warrant [Member] | Nov 2019 Placement Agent Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 6.875		$ 6.875
Warrant expiration date			Nov. 18, 2024
Warrants outstanding	13,636		13,636		13,636
Warrants issued
Warrants exercised
Warrants expired
Warrant [Member] | Feb 2020 Registered Direct Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 8.71		$ 8.71
Warrant expiration date			Aug. 06, 2025
Warrants outstanding	197,056		197,056		197,056
Warrants issued
Warrants exercised
Warrants expired
Warrant [Member] | Feb 2020 Placement Agent Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 11.0375		$ 11.0375
Warrant expiration date			Feb. 04, 2025
Warrants outstanding	14,779		14,779		14,779
Warrants issued
Warrants exercised
Warrants expired
Warrant [Member] | Feb 2020 Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 4		$ 4
Warrant expiration date			Feb. 13, 2025
Warrants outstanding	1,326,500		1,326,500		1,326,500
Warrants issued
Warrants exercised
Warrants expired
Warrant [Member] | Feb 2020 Underwriter Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 5		$ 5
Warrant expiration date			Feb. 11, 2025
Warrants outstanding	150,000		150,000		150,000
Warrants issued
Warrants exercised
Warrants expired
Warrant [Member] | April 2020 Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 2.21		$ 2.21
Warrant expiration date			Oct. 02, 2025
Warrants outstanding	428,266		428,266		428,266
Warrants issued
Warrants exercised
Warrants expired
Warrant [Member] | April 2020 Placement Agent Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 2.9188		$ 2.9188
Warrant expiration date			Mar. 31, 2025
Warrants outstanding	41,756		41,756		41,756
Warrants issued
Warrants exercised
Warrants expired
Warrant [Member] | January 2021 Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 3		$ 3
Warrant expiration date			Jul. 27, 2026
Warrants outstanding	3,420,696		3,420,696		3,420,696
Warrants issued
Warrants exercised
Warrants expired
Warrant [Member] | January 2021 Placement Agent Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 3.8375		$ 3.8375
Warrant expiration date			Jul. 27, 2026
Warrants outstanding	342,070		342,070		342,070
Warrants issued
Warrants exercised
Warrants expired
Warrant [Member] | February 2021 Placement Agent Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 4.275		$ 4.275
Warrant expiration date			Feb. 12, 2026
Warrants outstanding	168,509		168,509		168,509
Warrants issued
Warrants exercised
Warrants expired

Stockholders_ Equity (Details N

Stockholders’ Equity (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended		9 Months Ended
	Feb. 17, 2021	Jan. 25, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Class of Stock [Line Items]
Warrants exercised shares			0	0	0	0
Proceeds from Warrant Exercises					$ 0	$ 2,146,000
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		$ 12,669,000
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	$ 6,908,000
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	9 Months Ended
	Sep. 30, 2022	Sep. 30, 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	7,229,979	6,937,335
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	1,708	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	684,201	367,533
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]	9 Months Ended
	Sep. 30, 2022 $ / shares shares
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	695,000
RSU's granted, price per share | $ / shares	$ 0.86
RSU's vested | shares	(168,090)
RSU's vested, price per share | $ / shares	$ 3.30
RSU's forfeited | shares	(209,810)
RSU's forfeited, price per share | $ / shares	$ 1.57
RSU's unvested units, ending balance | shares	684,201
RSU's ending balance, price per share | $ / shares	$ 1.30

Stock-based Compensation (Det_2

Stock-based Compensation (Details - Option activity) - Share-Based Payment Arrangement, Option [Member] $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($) $ / shares shares
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	(791)
Weighted-average exercise price per share, cancelled | $ / shares	$ 6,856.25
Options outstanding, ending balance | shares	1,708
Weighted-average exercise price per share, ending balance | $ / shares	$ 1,802.14
Aggregate intrinsic value, ending balance | $	$ 0
Option exercisable | shares	1,708
Weighted-average exercise price per share, exercisable | $ / shares	$ 1,802.14
Aggregate intrinsic value, exercisable | $	$ 0

Stock-based Compensation (Det_3

Stock-based Compensation (Details - Share-based compensation) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 103	$ 143	$ 372	$ 342
Research and Development Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	54	36	163	80
General and Administrative Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 49	$ 107	$ 209	$ 262

Stock-based Compensation (Det_4

Stock-based Compensation (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense	$ 103,000	$ 143,000	$ 372,000	$ 342,000
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense	98,000	132,000	359,000	313,000
Aggregate fair value			138,000	9,000
Share-Based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount	677,000		$ 677,000
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition			1 year 10 months 9 days
Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense	$ 5,000	$ 11,000	$ 13,000	$ 29,000

Collaboration Agreements (Detai

Collaboration Agreements (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Research and development expense from contractual obligations	$ 4,000,000		$ 4,000,000
Research and development expense	$ 0	$ 0	$ 0	$ 0