Phio Pharmaceuticals (PHIO) 10-Q 9 Nov 23 2023 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2023	Nov. 03, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
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		2,443,447

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash	$ 8,407	$ 11,781
Restricted cash	50	50
Prepaid expenses and other current assets	871	615
Total current assets	9,328	12,446
Right of use asset	66	161
Property and equipment, net	142	183
Other assets	3	24
Total assets	9,539	12,814
Current liabilities:
Accounts payable	173	779
Accrued expenses	2,083	1,025
Lease liability	70	135
Total current liabilities	2,326	1,939
Lease liability, net of current portion	0	35
Total liabilities	2,326	1,974
Commitments and contingencies (Note 2)
Series D Preferred Stock, $0.0001 par value; 0 and 1 shares authorized, issued and outstanding at September 30, 2023 and December 31, 2022, respectively	0	2
Stockholders’ equity:
Common stock, $0.0001 par value, 100,000,000 shares authorized; 2,307,385 and 1,139,024 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	0	0
Additional paid-in capital	144,524	139,218
Accumulated deficit	(137,311)	(128,380)
Total stockholders’ equity	7,213	10,838
Total liabilities, preferred stock and stockholders’ equity	$ 9,539	$ 12,814

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Temporary equity, par value	$ 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 value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares, issued	2,307,385	1,139,024
Common stock, shares outstanding	2,307,385	1,139,024

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Operating expenses:
Research and development	$ 1,808	$ 2,508	$ 5,325	$ 5,398
General and administrative	968	1,063	3,600	3,334
Total operating expenses	2,776	3,571	8,925	8,732
Operating loss	(2,776)	(3,571)	(8,925)	(8,732)
Total other expense, net	(4)	(5)	(6)	(17)
Net loss	$ (2,780)	$ (3,576)	$ (8,931)	$ (8,749)

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Net loss per common share, Basic	$ (1.14)	$ (3.14)	$ (5.03)	$ (7.70)
Net loss per common share, Diluted	$ (1.14)	$ (3.14)	$ (5.03)	$ (7.70)
Weighted average number of common shares outstanding, Basic	2,440,164	1,138,571	1,775,043	1,135,744
Weighted average number of common shares outstanding, Diluted	2,440,164	1,138,571	1,775,043	1,135,744

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 beginning, 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 beginning, shares at Dec. 31, 2021	0	1,127,917
Net loss					(8,749)
Ending balance, value at Sep. 30, 2022	$ 0	$ 0	139,176	(125,649)	13,527
Balance at ending, shares at Sep. 30, 2022	0	1,138,998
Beginning balance, value at Mar. 31, 2022	$ 0	$ 0	138,993	(119,542)	19,451
Balance at beginning, 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
Issuance of common stock upon vesting of restricted stock units
Issuance of common stock upon vesting of restricted stock units, shares		1,064
Shares withheld for payroll taxes			(3)		(3)
Shares withheld for payroll taxes, shares		(293)
Stock-based compensation expense			103		103
Net loss				(3,576)	(3,576)
Ending balance, value at Sep. 30, 2022	$ 0	$ 0	139,176	(125,649)	13,527
Balance at ending, shares at Sep. 30, 2022	0	1,138,998
Beginning balance, value at Dec. 31, 2022	$ 2	$ 0	139,218	(128,380)	10,838
Balance at beginning, 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)
Redemption of preferred stock, shares	(1)
Issuance of common stock upon vesting of restricted stock units
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 beginning, shares at Dec. 31, 2022	1	1,139,024
Net loss					(8,931)
Ending balance, value at Sep. 30, 2023	$ 0	$ 0	144,524	(137,311)	7,213
Balance at ending, shares at Sep. 30, 2023	0	2,307,385
Beginning balance, value at Mar. 31, 2023	$ 0	$ 0	139,293	(131,982)	7,311
Balance at beginning, shares at Mar. 31, 2023	0	1,150,582
Issuance of common stock and warrants, net of offering costs	$ 0	$ 0	5,048	0	5,048
Issuance of common stock and warrants, net of offering costs, 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
Stock-based compensation expense			94		94
Net loss				(2,549)	(2,549)
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
Issuance of common stock upon exercise of warrants	$ 0	$ 0	0	0	0
Issuance of common stock upon exercise of warrants, shares		320,290
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		2,000
Shares withheld for payroll taxes
Shares withheld for payroll taxes, shares		(116)
Stock-based compensation expense			89		89
Net loss				(2,780)	(2,780)
Ending balance, value at Sep. 30, 2023	$ 0	$ 0	$ 144,524	$ (137,311)	$ 7,213
Balance at ending, shares at Sep. 30, 2023	0	2,307,385

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net loss	$ (8,931)	$ (8,749)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	46	56
Amortization of right of use asset	95	91
Stock-based compensation	294	372
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(235)	(220)
Accounts payable	(606)	260
Accrued expenses	1,058	(1,141)
Lease liability	(100)	(93)
Net cash used in operating activities	(8,379)	(9,424)
Cash flows from investing activities:
Cash paid for purchase of property and equipment	(5)	(121)
Net cash used in investing activities	(5)	(121)
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)	(28)
Net cash provided by (used in) financing activities	5,010	(28)
Net decrease in cash and restricted cash	(3,374)	(9,573)
Cash and restricted cash at the beginning of period	11,831	24,107
Cash and restricted cash at the end of period	$ 8,457	$ 14,534

Reconciliation of Cash

Reconciliation of Cash - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Cash	$ 8,407	$ 11,781	$ 14,484
Restricted cash	50	50	50
Cash and restricted cash	$ 8,457	$ 11,831	$ 14,534	$ 24,107

Organization and Significant Ac

Organization and Significant Accounting Policies	9 Months Ended
	Sep. 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, 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	9 Months Ended
	Sep. 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 $ 606,000 906,000 No There is approximately $ 2,964,000

Fair Value of Financial Instrum

Fair Value of Financial Instruments	9 Months Ended
	Sep. 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 September 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	9 Months Ended
	Sep. 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 its 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 September 30, 2023 December 31, 2022 Assets Right of use asset $ 66 $ 161 Liabilities Lease liability, current 70 135 Lease liability, non-current – 35 Total lease liability $ 70 $ 170 Lease Term and Discount Rate Weighted average remaining lease term 0.50 1.25 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 the Company’s condensed consolidated statements of cash flows was $ 35,000 34,000 104,000 101,000 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 September 30, 2023 is as follows, in thousands: Schedule of future minimum lease payments 2023 (remaining) $ 36 2024 35 Total lease payments 71 Less: Imputed interest (1 ) Total operating lease liability $ 70

Preferred Stock

Preferred Stock	9 Months Ended
	Sep. 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 0.0001 Series D Preferred Stock 1,750 17,500,000 votes per share 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 September 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	9 Months Ended
	Sep. 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 ASC Topic 815 . During the three and nine months ended September 30, 2023, shares of common stock issued related to exercises from the pre-funded warrants issued in the June 2023 Financing totaled 320,290 495,290 320 495 The following table summarizes the Company’s outstanding warrants, all of which are classified as equity instruments, at September 30, 2023: Summary of outstanding warrants Number Weighted- Outstanding at December 31, 2022 545,401 $ 54.53 Issued 3,302,706 4.46 Exercised (495,290 ) 0.001 Expired (1,837 ) 1,245.59 Outstanding at September 30, 2023 3,350,980 $ 9.09 The Company’s outstanding warrants as of September 30, 2023 expire at various dates between October 2023 and December 2028.

Stock-based Compensation

Stock-based Compensation	9 Months Ended
	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Stock-based Compensation	7. Stock-based Compensation In July 2023, the Company’s stockholders approved an amendment to the Company’s 2020 Long-Term Incentive Plan (the “2020 Plan”) to increase the number of shares authorized for issuance thereunder by 125,500 Restricted Stock Units Restricted stock units (“ RSUs The following table summarizes the activity of the Company’s RSUs for the nine months ended September 30, 2023: Summary of RSU activity Number Weighted- Fair Value Per Share Unvested units at December 31, 2022 47,335 $ 15.03 Granted 43,500 5.24 Vested (20,080 ) 16.34 Forfeited (1,500 ) 5.24 Unvested units at September 30, 2023 69,255 $ 12.93 There were no RSU grants during the three months ended September 30, 2023. The weighted-average fair value of RSUs granted during the nine months ended September 30, 2023 was $ 5.24 9.00 10.32 Stock-based compensation expense related to RSUs was $ 89,000 294,000 98,000 359,000 The aggregate fair value of awards that vested during the nine months ended September 30, 2023 and 2022 was $ 100,000 138,000 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 the FASB ASC Topic 718, “ Compensation – Stock Compensation The following table summarizes the activity of the Company’s stock options for the nine months ended September 30, 2023: Summary of stock option activity Number Weighted- Aggregate Balance at December 31, 2022 177 $ 35,231.40 Granted – – Exercised – – Forfeited – – Expired (50 ) 82,948.68 Balance at September 30, 2023 127 $ 16,445.06 $ – Exercisable at September 30, 2023 127 $ 16,445.06 $ – Stock-based compensation expense related to stock options for the three and nine months ended September 30, 2022 was $ 5,000 13,000 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, 2023 and 2022, in thousands: Schedule of stock based compensation expense   Three Months Ended Nine Months Ended   September 30, September 30,   2023 2022 2023 2022 Research and development $ 51 $ 54 $ 163 $ 163 General and administrative 38 49 131 209 Total stock-based compensation $ 89 $ 103 $ 294 $ 372

Net Loss per Common Share

Net Loss per Common Share	9 Months Ended
	Sep. 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 September 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 September 30, 2023 2022 Stock options 127 142 Unvested restricted stock units 69,255 57,017 Warrants 1 3,217,335 545,401 Total 3,286,717 602,560 __________________ 1

Organization and Significant _2

Organization and Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 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, 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)	9 Months Ended
	Sep. 30, 2023
Leases [Abstract]
Schedule of lease and supplemental balance sheet information	Schedule of lease and supplemental balance sheet information September 30, 2023 December 31, 2022 Assets Right of use asset $ 66 $ 161 Liabilities Lease liability, current 70 135 Lease liability, non-current – 35 Total lease liability $ 70 $ 170 Lease Term and Discount Rate Weighted average remaining lease term 0.50 1.25 Weighted average discount rate 4.70 4.70
Schedule of future minimum lease payments	Schedule of future minimum lease payments 2023 (remaining) $ 36 2024 35 Total lease payments 71 Less: Imputed interest (1 ) Total operating lease liability $ 70

Stockholders_ Equity (Tables)

Stockholders’ Equity (Tables)	9 Months Ended
	Sep. 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 (495,290 ) 0.001 Expired (1,837 ) 1,245.59 Outstanding at September 30, 2023 3,350,980 $ 9.09

Stock-based Compensation (Table

Stock-based Compensation (Tables)	9 Months Ended
	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Summary of RSU activity	Summary of RSU activity Number Weighted- Fair Value Per Share Unvested units at December 31, 2022 47,335 $ 15.03 Granted 43,500 5.24 Vested (20,080 ) 16.34 Forfeited (1,500 ) 5.24 Unvested units at September 30, 2023 69,255 $ 12.93
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 (50 ) 82,948.68 Balance at September 30, 2023 127 $ 16,445.06 $ – Exercisable at September 30, 2023 127 $ 16,445.06 $ –
Schedule of stock based compensation expense	Schedule of stock based compensation expense   Three Months Ended Nine Months Ended   September 30, September 30,   2023 2022 2023 2022 Research and development $ 51 $ 54 $ 163 $ 163 General and administrative 38 49 131 209 Total stock-based compensation $ 89 $ 103 $ 294 $ 372

Net Loss per Common Share (Tabl

Net Loss per Common Share (Tables)	9 Months Ended
	Sep. 30, 2023
Net loss per common share:
Schedule of anti-dilutive stock	Schedule of anti-dilutive stock September 30, 2023 2022 Stock options 127 142 Unvested restricted stock units 69,255 57,017 Warrants 1 3,217,335 545,401 Total 3,286,717 602,560

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		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Mar. 31, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Contractual obligation	$ 2,964,000		$ 2,964,000		$ 4,000,000
Expense from contractual obligations	$ 606,000	$ 0	$ 906,000	$ 0

Fair Value of Financial Instr_2

Fair Value of Financial Instruments (Details Narrative) - USD ($)	Sep. 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	Sep. 30, 2023	Dec. 31, 2022
Leases [Abstract]
Right of use asset	$ 66	$ 161
Lease liability, current	70	135
Lease liability, non-current	0	35
Total lease liability	$ 70	$ 170
Weighted average remaining lease term	6 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	Sep. 30, 2023	Dec. 31, 2022
Leases [Abstract]
2023 (remaining)	$ 36
2024	35
Total lease payments	71
Less: Imputed interest	(1)
Total operating lease liability	$ 70	$ 170

Leases (Details Narrative)

Leases (Details Narrative)	3 Months Ended		9 Months Ended
	Sep. 30, 2023 USD ($) ft²	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) ft²	Sep. 30, 2022 USD ($)
Operating Lease, Cost	$ 33,000	$ 33,000	$ 99,000	$ 99,000
Operating Lease, Payments	$ 35,000	$ 34,000	$ 104,000	$ 101,000
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 ($)	Nov. 16, 2022	Sep. 30, 2023	Dec. 31, 2022
Temporary Equity [Line Items]
Preferred stock, shares authorized		10,000,000
Preferred stock, par value		$ 0.0001
Temporary Equity, Par or Stated Value Per Share		$ 0.0001	$ 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, Par or Stated Value Per Share	$ 0.0001
Temporary Equity, Stock Issued During Period, Value, New Issues	$ 1,750
Description of voting rights of redeemable preferred stock. Includes eligibility to vote and votes per share owned. Include also, if any, unusual voting rights.	17,500,000 votes per share

Stockholders' Equity (Details -

Stockholders' Equity (Details - Warrants outstanding) - Warrant [Member]	9 Months Ended
	Sep. 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	(495,290)
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	3,350,980
Warrants outstanding, weighted average exercise price | $ / shares	$ 9.09

Stockholders_ Equity (Details N

Stockholders’ Equity (Details Narrative) - USD ($)			3 Months Ended	9 Months Ended
	Jun. 02, 2023	Apr. 20, 2023	Sep. 30, 2023	Sep. 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
Amended warrants		191,619
Proceeds from amendment of warrants		$ 24,000
Increase in fair value of warrants		$ 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
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
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 4.03
June 2023 Financing [Member] | Series B Warrants [Member]
Class of Stock [Line Items]
Warrants issued new, shares	934,581
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 4.03
June 2023 Financing [Member] | Placement Agent Warrants [Member]
Class of Stock [Line Items]
Warrants issued new, shares	70,094
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 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
Warrants issued new, shares	628,935
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.001
June 2023 Financing [Member] | June 2023 Pre Funded Warrants [Member]
Class of Stock [Line Items]
Stock issued from conversion of warrants, shares			320,290	495,290
Proceeds from Warrant Exercises			$ 320	$ 495

Stock-based Compensation (Detai

Stock-based Compensation (Details - RSU activity) - Restricted Stock Units (RSUs) [Member] - $ / shares	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2023	Sep. 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		43,500
RSU's granted, price per share	$ 9	$ 5.24	$ 10.32
RSU's vested		(20,080)
RSU's vested, price per share		$ 16.34
RSU's forfeited		(1,500)
RSU's forfeited, price per share		$ 5.24
RSU's unvested units, ending balance		69,255
RSU ending balance, price per share		$ 12.93

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, 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	$ 0
Options expired | shares	(50)
Options expired, price per share | $ / shares	$ 82,948.68
Options outstanding, ending balance | shares	127
Options outstanding, price per share, ending balance | $ / shares	$ 16,445.06
Aggregate Intrinsic Value, outstanding | $	$ 0
Options exercisable | shares	127
Options exercisable, price per share | $ / shares	$ 16,445.06
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, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 89	$ 103	$ 294	$ 372
Research and Development Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	51	54	163	163
General and Administrative Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 38	$ 49	$ 131	$ 209

Stock-based Compensation (Det_4

Stock-based Compensation (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Jul. 31, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense		$ 89,000	$ 103,000	$ 294,000	$ 372,000
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
RSU's granted, price per share			$ 9	$ 5.24	$ 10.32
Share-based compensation expense		$ 89,000	$ 98,000	$ 294,000	$ 359,000
Fair value of awards vested				$ 100,000	138,000
Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense			$ 5,000		$ 13,000
2020 Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Additional Shares Authorized	125,500

Net Loss per Share (Details - A

Net Loss per Share (Details - Antidilutive shares) - shares	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	3,286,717	602,560
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	127	142
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	69,255	57,017
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	3,217,335	545,401