Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 04, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
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, $0.0001 per share | |
Trading Symbol | PHIO | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 2,221,856 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 11,307 | $ 11,781 |
Restricted cash | 50 | 50 |
Prepaid expenses and other current assets | 678 | 615 |
Total current assets | 12,035 | 12,446 |
Right of use asset | 98 | 161 |
Property and equipment, net | 157 | 183 |
Other assets | 6 | 24 |
Total assets | 12,296 | 12,814 |
Current liabilities: | ||
Accounts payable | 641 | 779 |
Accrued expenses | 1,647 | 1,025 |
Lease liability | 104 | 135 |
Total current liabilities | 2,392 | 1,939 |
Lease liability, net of current portion | 0 | 35 |
Total liabilities | 2,392 | 1,974 |
Commitments and contingencies (Note 2) | ||
Series D Preferred Stock, $0.0001 par value; 0 and 1 shares authorized, issued and outstanding at June 30, 2023 and December 31, 2022, respectively | 0 | 2 |
Stockholders’ equity: | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 1,985,211 and 1,139,024 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively | 0 | 0 |
Additional paid-in capital | 144,435 | 139,218 |
Accumulated deficit | (134,531) | (128,380) |
Total stockholders’ equity | 9,904 | 10,838 |
Total liabilities, preferred stock and stockholders’ equity | $ 12,296 | $ 12,814 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Temporary Equity, Shares Authorized | 0 | 1 |
Temporary Equity, Shares Issued | 0 | 1 |
Temporary Equity, Shares Outstanding | 0 | 1 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 1,985,211 | 1,139,024 |
Common Stock, Shares, Outstanding | 1,985,211 | 1,139,024 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Operating expenses: | ||||
Research and development | $ 1,383 | $ 1,304 | $ 3,517 | $ 2,890 |
General and administrative | 1,164 | 1,217 | 2,632 | 2,271 |
Total operating expenses | 2,547 | 2,521 | 6,149 | 5,161 |
Operating loss | (2,547) | (2,521) | (6,149) | (5,161) |
Total other expense, net | (2) | (10) | (2) | (12) |
Net loss | $ (2,549) | $ (2,531) | $ (6,151) | $ (5,173) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) - $ / shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Earnings Per Share, Basic | $ (1.47) | $ (2.22) | $ (4.28) | $ (4.56) |
Earnings Per Share, Diluted | $ (1.47) | $ (2.22) | $ (4.28) | $ (4.56) |
Weighted Average Number of Shares Outstanding, Basic | 1,728,490 | 1,138,227 | 1,436,971 | 1,134,307 |
Weighted Average Number of Shares Outstanding, Diluted | 1,728,490 | 1,138,227 | 1,436,971 | 1,134,307 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF PREFERRED STOCK AND STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Preferred Stock Series D [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 0 | $ 0 | $ 138,832 | $ (116,900) | $ 21,932 |
Balance at ending, shares at Dec. 31, 2021 | 0 | 1,127,917 | |||
Issuance of common stock upon vesting of restricted stock units | |||||
Issuance of common stock upon vesting of restricted stock units, shares | 12,943 | ||||
Shares withheld for payroll taxes | (25) | (25) | |||
Shares withheld for payroll taxes, shares | (2,633) | ||||
Stock-based compensation expense | 186 | 186 | |||
Net loss | (2,642) | (2,642) | |||
Ending balance, value at Mar. 31, 2022 | $ 0 | $ 0 | 138,993 | (119,542) | 19,451 |
Balance at ending, shares at Mar. 31, 2022 | 0 | 1,138,227 | |||
Beginning balance, value at Dec. 31, 2021 | $ 0 | $ 0 | 138,832 | (116,900) | 21,932 |
Balance at ending, shares at Dec. 31, 2021 | 0 | 1,127,917 | |||
Net loss | (5,173) | ||||
Ending balance, value at Jun. 30, 2022 | $ 0 | $ 0 | 139,076 | (122,073) | 17,003 |
Balance at ending, shares at Jun. 30, 2022 | 0 | 1,138,227 | |||
Beginning balance, value at Mar. 31, 2022 | $ 0 | $ 0 | 138,993 | (119,542) | 19,451 |
Balance at ending, shares at Mar. 31, 2022 | 0 | 1,138,227 | |||
Stock-based compensation expense | 83 | 83 | |||
Net loss | (2,531) | (2,531) | |||
Ending balance, value at Jun. 30, 2022 | $ 0 | $ 0 | 139,076 | (122,073) | 17,003 |
Balance at ending, shares at Jun. 30, 2022 | 0 | 1,138,227 | |||
Beginning balance, value at Dec. 31, 2022 | $ 2 | $ 0 | 139,218 | (128,380) | 10,838 |
Balance at ending, shares at Dec. 31, 2022 | 1 | 1,139,024 | |||
Cash-in-lieu of fractional shares for reverse stock split | (11) | (11) | |||
Cash-in-lieu of fractional shares for reverse stock split, shares | (1,706) | ||||
Redemption of preferred stock | $ (2) | $ 0 | 0 | 0 | 0 |
Redemption of preferred stock, shares | (1) | ||||
Issuance of common stock upon vesting of restricted stock units | $ 0 | $ 0 | 0 | 0 | 0 |
Issuance of common stock upon vesting of restricted stock units, shares | 18,080 | ||||
Shares withheld for payroll taxes | (25) | (25) | |||
Shares withheld for payroll taxes, shares | (4,816) | ||||
Stock-based compensation expense | 111 | 111 | |||
Net loss | (3,602) | (3,602) | |||
Ending balance, value at Mar. 31, 2023 | $ 0 | $ 0 | 139,293 | (131,982) | 7,311 |
Balance at ending, shares at Mar. 31, 2023 | 0 | 1,150,582 | |||
Beginning balance, value at Dec. 31, 2022 | $ 2 | $ 0 | 139,218 | (128,380) | 10,838 |
Balance at ending, shares at Dec. 31, 2022 | 1 | 1,139,024 | |||
Net loss | (6,151) | ||||
Ending balance, value at Jun. 30, 2023 | $ 0 | $ 0 | 144,435 | (134,531) | 9,904 |
Balance at ending, shares at Jun. 30, 2023 | 0 | 1,985,211 | |||
Beginning balance, value at Mar. 31, 2023 | $ 0 | $ 0 | 139,293 | (131,982) | 7,311 |
Balance at ending, shares at Mar. 31, 2023 | 0 | 1,150,582 | |||
Stock-based compensation expense | 94 | 94 | |||
Net loss | (2,549) | (2,549) | |||
Issuance of common stock and warrants, net of offering costs | 5,048 | 5,048 | |||
Issuance of common stock and warrants, shares | 659,629 | ||||
Issuance of common stock upon exercise of warrants | 0 | $ 0 | 0 | 0 | 0 |
Issuance of common stock upon exercise of warrants, shares | 175,000 | ||||
Ending balance, value at Jun. 30, 2023 | $ 0 | $ 0 | $ 144,435 | $ (134,531) | $ 9,904 |
Balance at ending, shares at Jun. 30, 2023 | 0 | 1,985,211 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (6,151) | $ (5,173) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 31 | 41 |
Amortization of right of use asset | 63 | 60 |
Stock-based compensation | 205 | 269 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (45) | (998) |
Accounts payable | (138) | 865 |
Accrued expenses | 622 | (901) |
Lease liability | (66) | (61) |
Net cash used in operating activities | (5,479) | (5,898) |
Cash flows from investing activities: | ||
Cash paid for purchase of property and equipment | (5) | (114) |
Net cash used in investing activities | (5) | (114) |
Cash flows from financing activities: | ||
Net proceeds from the issuance of common stock and warrants | 5,048 | 0 |
Cash in lieu of fractional shares for reverse stock split | (11) | 0 |
Redemption of Series D preferred stock | (2) | 0 |
Payment of taxes on net share settlements of restricted stock units | (25) | (25) |
Net cash provided by (used in) financing activities | 5,010 | (25) |
Net decrease in cash and restricted cash | (474) | (6,037) |
Cash and restricted cash at the beginning of period | 11,831 | 24,107 |
Cash and restricted cash at the end of period | $ 11,357 | $ 18,070 |
Reconciliation of Cash
Reconciliation of Cash - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||||
Cash | $ 11,307 | $ 11,781 | $ 18,020 | |
Restricted cash | 50 | 50 | 50 | |
Cash and restricted cash | $ 11,357 | $ 11,831 | $ 18,070 | $ 24,107 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
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 Company Effective January 26, 2023, the Company completed a 1-for-12 reverse stock split 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. Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States (“ GAAP SEC 2022 Form 10-K Use of Estimates 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 the valuation allowance on the Company’s deferred tax assets. On an ongoing basis the Company evaluates its estimates and bases its estimates on historical experience and other relevant assumptions that the Company believes are reasonable under the circumstances. Actual results could differ materially from these estimates. Liquidity The Company has reported recurring losses from operations since 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 the Company on acceptable terms, or at all. If the Company fails to obtain additional funding when needed, the Company would be forced to scale back or terminate its operations or seek to merge with or to be acquired by another company. The Company has limited cash resources, has reported recurring losses from operations since inception and has not yet received product revenues. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern, and the Company’s current cash resources may not provide sufficient capital to fund operations for at least the next 12 months from the date of the release of these financial statements. The continuation of the Company as a going concern depends upon the Company’s ability to raise additional capital through an equity offering, debt offering and/or strategic opportunity to fund its operations. There can be no assurance that the Company will be successful in accomplishing these plans in order to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Summary of Significant Accounting Policies There have been no material changes to the significant accounting policies disclosed in the Company’s 2022 Form 10-K. Recent Accounting Pronouncements There have been no recent accounting pronouncements that have significantly impacted this Quarterly Report on Form 10-Q, beyond those disclosed in the Company’s 2022 Form 10-K. |
Collaboration Agreement
Collaboration Agreement | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaboration Agreement | 2. Collaboration Agreement AgonOx, Inc. (“ AgonOx In March 2021, the Company entered into a clinical co-development collaboration agreement (the “ Clinical Co-Development Agreement DP TIL 4,000,000 The Company will recognize its share of costs arising from research and development activities performed by AgonOx in the Company’s financial statements in the period AgonOx incurs such expense. Phio will be entitled to certain future development milestones and low single-digit sales-based royalty payments from AgonOx’s licensing of its DP TIL technology. The Company recognized approximately $ 181,000 300,000 No There is approximately $ 3,570,000 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 3. Fair Value of Financial Instruments 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 June 30, 2023 and December 31, 2022, the Company categorized its restricted cash of $ 50,000 The carrying amounts of cash, accounts payable and accrued expenses of the Company approximate their fair values due to their short-term nature. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
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 the Company’s corporate headquarters represents all of our significant lease obligations. The amounts reported in the condensed consolidated balance sheets for the operating lease 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 June 30, 2023 December 31, 2022 Assets Right of use asset $ 98 $ 161 Liabilities Lease liability, current 104 135 Lease liability, non-current – 35 Total lease liability $ 104 $ 170 Lease Term and Discount Rate Weighted average remaining lease term 0.75 1.25 Weighted average discount rate 4.70 4.70 Operating lease costs included in operating expense were $ 33,000 66,000 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 the Company’s condensed consolidated statements of cash flows was $ 35,000 34,000 69,000 67,000 Future lease payments for the Company’s non-cancellable operating lease and a reconciliation to the carrying amount of the operating lease liability presented in the condensed consolidated balance sheet as of June 30, 2023 is as follows, in thousands: Schedule of future minimum lease payments 2023 (remaining) $ 71 2024 35 Total lease payments 106 Less: Imputed interest (2 ) Total operating lease liability $ 104 |
Preferred Stock
Preferred Stock | 6 Months Ended |
Jun. 30, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Preferred Stock | 5. Preferred Stock The Company has authorized up to 10,000,000 0.0001 Board Amended Certificate On November 16, 2022, the Company issued and sold one Series D Preferred Stock 1,750 Reverse Stock Split The Series D Preferred Stock was not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the Company. The Series D Preferred Stock had no rights with respect to any distribution of assets of the Company, including upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale, dissolution or winding up of the Company, whether voluntarily or involuntarily. The holder of the Series D Preferred Stock was not entitled to receive dividends of any kind. Under its terms, the outstanding share of Series D Preferred Stock was to be redeemed in whole, but not in part, at any time: (i) if such redemption was approved by the Board in its sole discretion or (ii) automatically and effective upon the approval by the Company's stockholders of a Reverse Stock Split. Upon such redemption, the holder of the Series D Preferred Stock was entitled to receive consideration of $ 1,750 The Series D Preferred Stock was redeemed in whole on January 4, 2023, upon the approval by the Company’s stockholders of a Reverse Stock Split, such that, at June 30, 2023, there were no shares of Series D Preferred Stock authorized, issued or outstanding and all of the Company’s authorized shares of preferred stock were undesignated. |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | 6. Stockholders’ Equity April 2023 Financing 353,983 5.65 353,983 5.40 353,983 5.40 April 2023 Financing HCW 26,549 7.0625 1,538,000 In connection with the April 2023 Financing, the Company entered into warrant amendment agreements (the “ Warrant Amendment Agreements 191,619 5.40 24,000 Derivatives and Hedging ASC 815 293,000 June 2023 Financing 233,646 72,000 $4.28 628,935 4.279 0.001 934,581 4.03 934,581 4.03 June 2023 Financing 70,094 5.35 3,510,000 Warrants The Company first assessed the warrants in the April 2023 Financing and June 2023 Financing under the FASB ASC Topic 480, “ Distinguishing Liabilities from Equity ASC 480 The Company then applied and followed the applicable accounting guidance in the FASB ASC Topic 815, “ Derivatives and Hedging. During the six months ended June 30, 2023, shares of common stock issued related to exercises from the pre-funded warrants issued in the June 2023 Financing totaled 175,000 175 The following table summarizes the Company’s outstanding warrants, all of which are classified as equity instruments, at June 30, 2023: Summary of outstanding warrants Number Weighted- Outstanding at December 31, 2022 545,401 $ 54.53 Issued 3,302,706 4.46 Exercised (175,000 ) 0.001 Expired (1,837 ) 1,245.59 Outstanding at June 30, 2023 3,671,270 $ 9.09 The Company’s outstanding warrants expire at various dates between October 2023 and December 2028. |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | 7. 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 six months ended June 30, 2023: Summary of RSU activity Number Weighted- Unvested units at December 31, 2022 47,335 $ 15.03 Granted 43,500 5.24 Vested (18,080 ) 16.96 Forfeited – – Unvested units at June 30, 2023 72,755 $ 8.70 The weighted-average fair value of RSUs granted during the six months ended June 30, 2023 and 2022 was $ 5.24 10.32 no Stock-based compensation expense related to RSUs was $ 94,000 205,000 82,000 261,000 The aggregate fair value of awards that vested during the six months ended June 30, 2023 and 2022 was $ 95,000 128,000 Stock Options Stock options are available to be issued under the 2020 Plan and 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 net share settle to satisfy stock option exercises. The Company used 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 was based upon the Company’s own implied volatility. The expected life assumption used for option grants was based upon the simplified method provided for under ASC 718. The dividend yield assumption was based upon the fact that the Company has never paid cash dividends and presently has no intention of paying cash dividends. The following table summarizes the activity of the Company’s stock options for the six months ended June 30, 2023: Summary of Stock Option Activity Number Weighted- Aggregate Balance at December 31, 2022 177 $ 35,231.40 Granted – – Exercised – – Forfeited – – Expired (31 ) 118,253.58 Balance at June 30, 2023 146 $ 17,603.40 $ – Exercisable at June 30, 2023 146 $ 17,603.40 $ – Stock-based compensation expense related to stock options for the three and six months ended June 30, 2022 was $ 1,000 8,000 Compensation Expense Related to Equity Awards The following table sets forth total stock-based compensation expense for the three and six months ended June 30, 2023 and 2022, in thousands: Schedule of stock based compensation expense Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Research and development $ 49 $ 53 $ 112 $ 109 General and administrative 45 30 93 160 Total stock-based compensation $ 94 $ 83 $ 205 $ 269 |
Net Loss per Common Share
Net Loss per Common Share | 6 Months Ended |
Jun. 30, 2023 | |
Net loss per common share: | |
Net Loss per Common Share | 8. Net Loss per Common Share Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding. Diluted net loss per share is computed by dividing the Company’s net loss by the weighted average number of common shares outstanding and the impact of the dilutive effect of potential common stock equivalents, except when the inclusion of such potential common stock equivalents would be anti-dilutive. Dilutive potential common stock equivalents primarily consist of stock options, RSUs and warrants. Therefore, basic and diluted net loss per share applicable to common stockholders were the same for all periods presented because the impact of these items is generally anti-dilutive during periods of net loss. The weighted average number of common shares outstanding as of June 30, 2023 includes the pre-funded warrants issued in connection with the June 2023 Financing, the exercise of which requires nominal consideration for the delivery of the shares of common stock. 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 June 30, 2023 2022 Stock options 146 175 Unvested restricted stock units 72,755 57,248 Warrants 1 3,217,335 545,401 Total 3,290,236 602,824 1 |
Organization and Significant _2
Organization and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Nature of Operations Phio Pharmaceuticals Corp. (“ Phio Company Effective January 26, 2023, the Company completed a 1-for-12 reverse stock split |
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. |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States (“ GAAP SEC 2022 Form 10-K |
Use of Estimates | Use of Estimates 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 the valuation allowance on the Company’s deferred tax assets. On an ongoing basis the Company evaluates its estimates and bases its estimates on historical experience and other relevant assumptions that the Company believes are reasonable under the circumstances. Actual results could differ materially from these estimates. |
Liquidity | Liquidity The Company has reported recurring losses from operations since 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 the Company on acceptable terms, or at all. If the Company fails to obtain additional funding when needed, the Company would be forced to scale back or terminate its operations or seek to merge with or to be acquired by another company. The Company has limited cash resources, has reported recurring losses from operations since inception and has not yet received product revenues. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern, and the Company’s current cash resources may not provide sufficient capital to fund operations for at least the next 12 months from the date of the release of these financial statements. The continuation of the Company as a going concern depends upon the Company’s ability to raise additional capital through an equity offering, debt offering and/or strategic opportunity to fund its operations. There can be no assurance that the Company will be successful in accomplishing these plans in order to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies There have been no material changes to the significant accounting policies disclosed in the Company’s 2022 Form 10-K. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There have been no recent accounting pronouncements that have significantly impacted this Quarterly Report on Form 10-Q, beyond those disclosed in the Company’s 2022 Form 10-K. |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Schedule of lease and supplemental balance sheet information | Schedule of lease and supplemental balance sheet information June 30, 2023 December 31, 2022 Assets Right of use asset $ 98 $ 161 Liabilities Lease liability, current 104 135 Lease liability, non-current – 35 Total lease liability $ 104 $ 170 Lease Term and Discount Rate Weighted average remaining lease term 0.75 1.25 Weighted average discount rate 4.70 4.70 |
Schedule of future minimum lease payments | Schedule of future minimum lease payments 2023 (remaining) $ 71 2024 35 Total lease payments 106 Less: Imputed interest (2 ) Total operating lease liability $ 104 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Summary of outstanding warrants | Summary of outstanding warrants Number Weighted- Outstanding at December 31, 2022 545,401 $ 54.53 Issued 3,302,706 4.46 Exercised (175,000 ) 0.001 Expired (1,837 ) 1,245.59 Outstanding at June 30, 2023 3,671,270 $ 9.09 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of RSU activity | Summary of RSU activity Number Weighted- Unvested units at December 31, 2022 47,335 $ 15.03 Granted 43,500 5.24 Vested (18,080 ) 16.96 Forfeited – – Unvested units at June 30, 2023 72,755 $ 8.70 |
Summary of Stock Option Activity | Summary of Stock Option Activity Number Weighted- Aggregate Balance at December 31, 2022 177 $ 35,231.40 Granted – – Exercised – – Forfeited – – Expired (31 ) 118,253.58 Balance at June 30, 2023 146 $ 17,603.40 $ – Exercisable at June 30, 2023 146 $ 17,603.40 $ – |
Schedule of stock based compensation expense | Schedule of stock based compensation expense Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Research and development $ 49 $ 53 $ 112 $ 109 General and administrative 45 30 93 160 Total stock-based compensation $ 94 $ 83 $ 205 $ 269 |
Net Loss per Common Share (Tabl
Net Loss per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Net loss per common share: | |
Schedule of anti-dilutive stock | Schedule of anti-dilutive stock June 30, 2023 2022 Stock options 146 175 Unvested restricted stock units 72,755 57,248 Warrants 1 3,217,335 545,401 Total 3,290,236 602,824 |
Organization and Significant _3
Organization and Significant Accounting Policies (Details Narrative) | Jan. 26, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reverse stock split | 1-for-12 reverse stock split |
Collaboration Agreement (Detail
Collaboration Agreement (Details Narrative) - Clinical Co-Development Agreement [Member] - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Contractual obligation | $ 3,570,000 | $ 3,570,000 | $ 4,000,000 | ||
Expense from contractual obligations | $ 181,000 | $ 0 | $ 300,000 | $ 0 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Details Narrative) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
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 | Jun. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Right of use asset | $ 98 | $ 161 |
Lease liability, current | 104 | 135 |
Lease liability, non-current | 0 | 35 |
Total lease liability | $ 104 | $ 170 |
Weighted average remaining lease term | 9 months | 1 year 3 months |
Weighted average discount rate | 4.70% | 4.70% |
Leases (Details - Future lease
Leases (Details - Future lease payments) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2023 (remaining) | $ 71 | |
2024 | 35 | |
Total lease payments | 106 | |
Less: Imputed interest | (2) | |
Total operating lease liability | $ 104 | $ 170 |
Leases (Details Narrative)
Leases (Details Narrative) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 USD ($) ft² | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) ft² | Jun. 30, 2022 USD ($) | |
Operating Lease, Cost | $ 33,000 | $ 33,000 | $ 66,000 | $ 66,000 |
Operating Lease, Payments | $ 35,000 | $ 34,000 | $ 69,000 | $ 67,000 |
Property Subject to Operating Lease [Member] | ||||
Operating lease footage | ft² | 7,581 | 7,581 | ||
Lease Expiration Date | Mar. 31, 2024 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | 1 Months Ended | ||
Nov. 16, 2022 | Nov. 16, 2022 | Jun. 30, 2023 | |
Temporary Equity [Line Items] | |||
Preferred stock, shares authorized | 10,000,000 | ||
Preferred stock, par value | $ 0.0001 | ||
Series D Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Temporary Equity, Aggregate Amount of Redemption Requirement | $ 1,750 | ||
Series D Preferred Stock [Member] | Robert Bitterman [Member] | |||
Temporary Equity [Line Items] | |||
Issuance of preferred stock, shares | 1 | ||
Temporary Equity, Stock Issued During Period, Value, New Issues | $ 1,750 |
Stockholders' Equity (Details -
Stockholders' Equity (Details - Warrants outstanding) - Warrant [Member] | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | shares | 545,401 |
Warrants outstanding, weighted average exercise price | $ / shares | $ 54.53 |
Warrants issued, shares | shares | 3,302,706 |
Warrants issued, weighted average exercise price | $ / shares | $ 4.46 |
Warrants exercised, shares | shares | (175,000) |
Warrants exercised, weighted average exercise price | $ / shares | $ 0.001 |
Warrants expired, shares | shares | (1,837) |
Warrants expired, weighted average exercise price | $ / shares | $ 1,245.59 |
Warrants outstanding | shares | 3,671,270 |
Warrants outstanding, weighted average exercise price | $ / shares | $ 9.09 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Apr. 30, 2023 | Jun. 30, 2023 | |
April 2023 Financing [Member] | |||
Class of Stock [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 353,983 | ||
Shares Issued, Price Per Share | $ 5.65 | ||
Proceeds from Issuance or Sale of Equity | $ 1,538,000 | ||
April 2023 Financing [Member] | Warrant Amendment Agreements [Member] | Previously Issued Warrants [Member] | |||
Class of Stock [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.40 | ||
[custom:AmendedWarrants] | 191,619 | ||
Proceeds from amendment of warrants | $ 24,000 | ||
Equity-Classified Written Call Option, Modification, Equity Issuance, Increase (Decrease) in Equity, Amount | $ 293,000 | ||
April 2023 Financing [Member] | Series A Warrants [Member] | |||
Class of Stock [Line Items] | |||
Warrants Issued New Shares | 353,983 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.40 | ||
April 2023 Financing [Member] | Series B Warrants [Member] | |||
Class of Stock [Line Items] | |||
Warrants Issued New Shares | 353,983 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.40 | ||
April 2023 Financing [Member] | Placement Agent Warrants [Member] | |||
Class of Stock [Line Items] | |||
Warrants Issued New Shares | 26,549 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7.0625 | ||
June 2023 Financing [Member] | |||
Class of Stock [Line Items] | |||
Shares Issued, Price Per Share | $ 4.28 | $ 4.28 | |
Proceeds from Issuance or Sale of Equity | $ 3,510,000 | ||
June 2023 Financing [Member] | Series A Warrants [Member] | |||
Class of Stock [Line Items] | |||
Warrants Issued New Shares | 934,581 | 934,581 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.03 | $ 4.03 | |
June 2023 Financing [Member] | Series B Warrants [Member] | |||
Class of Stock [Line Items] | |||
Warrants Issued New Shares | 934,581 | 934,581 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.03 | $ 4.03 | |
June 2023 Financing [Member] | Placement Agent Warrants [Member] | |||
Class of Stock [Line Items] | |||
Warrants Issued New Shares | 70,094 | 70,094 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.35 | $ 5.35 | |
June 2023 Financing [Member] | Registered Shares [Member] | |||
Class of Stock [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 233,646 | ||
June 2023 Financing [Member] | Unregistered Shares [Member] | |||
Class of Stock [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 72,000 | ||
June 2023 Financing [Member] | Unregistered Pre Funded Warrants [Member] | |||
Class of Stock [Line Items] | |||
Shares Issued, Price Per Share | $ 4.279 | $ 4.279 | |
Warrants Issued New Shares | 628,935 | 628,935 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.001 | $ 0.001 | |
June 2023 Financing [Member] | June 2023 Pre Funded Warrants [Member] | |||
Class of Stock [Line Items] | |||
Stock issued from conversion of warrants, shares | 175,000 | ||
Proceeds from Warrant Exercises | $ 175 |
Stock-based Compensation (Detai
Stock-based Compensation (Details - RSU activity) - Restricted Stock Units (RSUs) [Member] - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
RSU's unvested units, beginning balance | 47,335 | |||
RSU beginning balance, price per share | $ 15.03 | |||
RSU's granted | 0 | 0 | 43,500 | |
RSU's granted, price per share | $ 5.24 | $ 10.32 | ||
RSU's vested | (18,080) | |||
RSU's vested, price per share | $ 16.96 | |||
RSU's forfeited | 0 | |||
RSU's forfeited, price per share | $ 0 | |||
RSU's unvested units, ending balance | 72,755 | 72,755 | ||
RSU ending balance, price per share | $ 8.70 | $ 8.70 |
Stock-based Compensation (Det_2
Stock-based Compensation (Details - Option activity) - Share-Based Payment Arrangement, Option [Member] $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Options outstanding, beginning balance | shares | 177 |
Options outstanding, price per share, beginning balance | $ / shares | $ 35,231.40 |
Options granted | shares | 0 |
Options granted, price per share | $ / shares | $ 0 |
Options exercised | shares | 0 |
Options exercised, price per share | $ / shares | $ 0 |
Options forfeited | shares | 0 |
Options forfeited, price per share | $ / shares | |
Options expired | shares | (31) |
Options expired, price per share | $ / shares | $ 118,253.58 |
Options outstanding, ending balance | shares | 146 |
Options outstanding, price per share, ending balance | $ / shares | $ 17,603.40 |
Aggregate Intrinsic Value, outstanding | $ | $ 0 |
Options exercisable | shares | 146 |
Options exercisable, price per share | $ / shares | $ 17,603.40 |
Aggregate Intrinsic Value, Exercisable | $ | $ 0 |
Stock-based Compensation (Det_3
Stock-based Compensation (Details - Share-based compensation) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 94 | $ 83 | $ 205 | $ 269 |
Research and Development Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 49 | 53 | 112 | 109 |
General and Administrative Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 45 | $ 30 | $ 93 | $ 160 |
Stock-based Compensation (Det_4
Stock-based Compensation (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 94,000 | $ 83,000 | $ 205,000 | $ 269,000 |
Restricted Stock Units (RSUs) [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 5.24 | $ 10.32 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | 0 | 0 | 43,500 | |
Share-based compensation expense | $ 94,000 | $ 82,000 | $ 205,000 | $ 261,000 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 95,000 | 128,000 | ||
Share-Based Payment Arrangement, Option [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 1,000 | $ 8,000 |
Net Loss per Share (Details - A
Net Loss per Share (Details - Antidilutive shares) - shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 3,290,236 | 602,824 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 146 | 175 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 72,755 | 57,248 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 3,217,335 | 545,401 |