Phio Pharmaceuticals (PHIO) 10-Q 14 Nov 24 2024 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2024	Nov. 14, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
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	11 Apex Drive
Entity Address, Address Line Two	Suite 300A, PMB 2006
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		1,055,219

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 5,390	$ 8,490
Prepaid expenses and other current assets	474	832
Total current assets	5,864	9,322
Right of use asset	0	33
Property and equipment, net	1	6
Other assets	0	3
Total assets	5,865	9,364
Current liabilities:
Accounts payable	184	657
Accrued expenses	735	942
Lease liability	0	35
Total current liabilities	919	1,634
Commitments and contingencies (Note 2)
Stockholders’ equity:
Preferred stock, $0.0001 par value, 100,000,000 shares authorized; no shares issued and outstanding at September 30, 2024 and December 31, 2023	0	0
Common stock, $0.0001 par value, 100,000,000 shares authorized; 958,219 and 416,368 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	0	0
Additional paid-in capital	149,676	146,936
Accumulated deficit	(144,730)	(139,206)
Total stockholders’ equity	4,946	7,730
Total liabilities and stockholders’ equity	$ 5,865	$ 9,364

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	958,219	416,368
Common stock, shares outstanding	958,219	416,368

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Operating expenses:
Research and development	$ 644	$ 1,808	$ 2,658	$ 5,325
General and administrative	946	968	3,055	3,600
Total operating expenses	1,590	2,776	5,713	8,925
Operating loss	(1,590)	(2,776)	(5,713)	(8,925)
Total other income (expense), net	66	(4)	189	(6)
Net loss	$ (1,524)	$ (2,780)	$ (5,524)	$ (8,931)
Net loss per common share:
Net loss per common share, Basic	$ (1.54)	$ (10.25)	$ (8.23)	$ (45.28)
Net loss per common share, Diluted	$ (1.54)	$ (10.25)	$ (8.23)	$ (45.28)
Weighted average number of common shares outstanding
Weighted average number of common shares outstanding, Basic	990,033	271,129	670,875	197,227
Weighted average number of common shares outstanding, Diluted	990,033	271,129	670,875	197,227

CONDENSED CONSOLIDATED STATEM_2

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, 2022	$ 2		$ 139,218	$ (128,380)	$ 10,838
Balance at beginning, shares at Dec. 31, 2022	1	126,558
Cash-in-lieu of fractional shares for reverse stock split			11		11
Cash-in-lieu of fractional shares for reverse stock split, shares		(190)
Issuance of common stock upon vesting of restricted stock units
Issuance of common stock upon vesting of restricted stock units, shares		2,009
Shares withheld for payroll taxes			(25)		(25)
Shares withheld for payroll taxes, shares		(535)
Stock-based compensation expense			111		111
Net loss				(3,602)	(3,602)
Cash-in-lieu of fractional shares for reverse stock split			(11)		(11)
Redemption of preferred stock	$ (2)
Redemption of preferred stock, shares	(1)
Ending balance, value at Mar. 31, 2023			139,293	(131,982)	7,311
Balance at ending, shares at Mar. 31, 2023	0	127,842
Beginning balance, value at Dec. 31, 2022	$ 2		139,218	(128,380)	10,838
Balance at beginning, shares at Dec. 31, 2022	1	126,558
Net loss					(8,931)
Ending balance, value at Sep. 30, 2023			144,524	(137,311)	7,213
Balance at ending, shares at Sep. 30, 2023	0	256,375
Beginning balance, value at Mar. 31, 2023			139,293	(131,982)	7,311
Balance at beginning, shares at Mar. 31, 2023	0	127,842
Issuance of common stock and warrants, net of offering costs			5,048		5,048
Issuance of common stock upon exercise of warrants
Issuance of common stock upon exercise of warrants, shares		19,444
Stock-based compensation expense			94		94
Net loss				(2,549)	(2,549)
Issuance of common stock and warrants, net of offering costs, shares		73,292
Ending balance, value at Jun. 30, 2023			144,435	(134,531)	9,904
Balance at ending, shares at Jun. 30, 2023	0	220,578
Issuance of common stock upon exercise of warrants
Issuance of common stock upon exercise of warrants, shares		35,588
Issuance of common stock upon vesting of restricted stock units
Issuance of common stock upon vesting of restricted stock units, shares		222
Shares withheld for payroll taxes
Shares withheld for payroll taxes, shares		(13)
Stock-based compensation expense			89		89
Net loss				(2,780)	(2,780)
Ending balance, value at Sep. 30, 2023			144,524	(137,311)	7,213
Balance at ending, shares at Sep. 30, 2023	0	256,375
Beginning balance, value at Dec. 31, 2023			146,936	(139,206)	7,730
Balance at beginning, shares at Dec. 31, 2023	0	416,368
Issuance of common stock upon exercise of warrants
Issuance of common stock upon exercise of warrants, shares		91,820
Issuance of common stock upon vesting of restricted stock units
Issuance of common stock upon vesting of restricted stock units, shares		2,689
Shares withheld for payroll taxes			(4)		(4)
Shares withheld for payroll taxes, shares		(689)
Stock-based compensation expense			32		32
Net loss				(2,154)	(2,154)
Ending balance, value at Mar. 31, 2024			146,964	(141,360)	5,604
Balance at ending, shares at Mar. 31, 2024	0	510,188
Beginning balance, value at Dec. 31, 2023			146,936	(139,206)	7,730
Balance at beginning, shares at Dec. 31, 2023	0	416,368
Net loss					(5,524)
Ending balance, value at Sep. 30, 2024			149,676	(144,730)	4,946
Balance at ending, shares at Sep. 30, 2024	0	958,219
Beginning balance, value at Mar. 31, 2024			146,964	(141,360)	5,604
Balance at beginning, shares at Mar. 31, 2024	0	510,188
Stock-based compensation expense			15		15
Net loss				(1,846)	(1,846)
Ending balance, value at Jun. 30, 2024			146,979	(143,206)	3,773
Balance at ending, shares at Jun. 30, 2024	0	510,188
Cash-in-lieu of fractional shares for reverse stock split			(1)		(1)
Cash-in-lieu of fractional shares for reverse stock split, shares		(255)
Issuance of common stock and warrants, net of offering costs			2,646		2,646
Issuance of common stock upon exercise of warrants
Issuance of common stock upon exercise of warrants, shares		231,758
Stock-based compensation expense			52		52
Net loss				(1,524)	(1,524)
Issuance of common stock and warrants, net of offering costs, shares		216,528
Cash-in-lieu of fractional shares for reverse stock split			1		1
Ending balance, value at Sep. 30, 2024			$ 149,676	$ (144,730)	$ 4,946
Balance at ending, shares at Sep. 30, 2024	0	958,219

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net loss	$ (5,524)	$ (8,931)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	2	46
Amortization of right of use asset	33	95
Loss on disposal of property and equipment	3	0
Stock-based compensation	99	294
Changes in operating assets and liabilities:
Prepaid expenses and other assets	361	(235)
Accounts payable	(473)	(606)
Accrued expenses	(207)	1,058
Lease liability	(35)	(100)
Net cash used in operating activities	(5,741)	(8,379)
Cash flows from investing activities:
Cash paid for purchase of property and equipment	0	(5)
Net cash used in investing activities	0	(5)
Cash flows from financing activities:
Net proceeds from the issuance of common stock and warrants	2,646	5,048
Cash in lieu of fractional shares for reverse stock split	(1)	(11)
Redemption of Series D preferred stock	0	(2)
Payment of taxes on net share settlements of restricted stock units	(4)	(25)
Net cash provided by financing activities	2,641	5,010
Net decrease in cash, cash equivalents and restricted cash	(3,100)	(3,374)
Cash, cash equivalents and restricted cash at the beginning of period	8,490	11,831
Cash, cash equivalents and restricted cash at the end of period	$ 5,390	$ 8,457

Reconciliation of Cash and Rest

Reconciliation of Cash and Restricted Cash - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023
Statement of Financial Position [Abstract]
Cash and cash equivalents	$ 5,390	$ 8,407
Restricted cash	0	50
Cash, cash equivalents and restricted cash	$ 5,390	$ 8,457

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (1,524)	$ (1,846)	$ (2,154)	$ (2,780)	$ (2,549)	$ (3,602)	$ (5,524)	$ (8,931)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2024
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Organization and Significant Ac

Organization and Significant Accounting Policies	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Organization and Significant Accounting Policies	1. Organization and Significant Accounting Policies Nature of Operations Phio Pharmaceuticals Corp. (“ Phio Company Phio was incorporated in the state of Delaware in 2011 as RXi Pharmaceuticals Corporation. On November 19, 2018, the Company changed its name to Phio Pharmaceuticals Corp., to reflect its transition from a platform company to one that is fully committed to developing groundbreaking immuno-oncology therapeutics. Effective July 5, 2024, the Company completed a 1-for-9 reverse stock split 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 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, 2023, as filed with the Securities and Exchange Commission (the “ SEC 2023 Form 10-K Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, MirImmune, LLC. All material intercompany accounts have been eliminated in consolidation. Segments The Company operates as one operating segment and all assets are located in the United States. 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 its inception and expects to continue to have negative cash flows from operations for the foreseeable future. Historically, the Company’s primary source of funding has been from sales of its securities. The Company’s ability to continue to fund its operations is dependent on obtaining funding from third parties, such as proceeds from the issuance of debt, sale of equity, or strategic opportunities, in order to maintain its operations. This is dependent on a number of factors, including the market demand or liquidity of the Company’s common stock. There is no guarantee that debt, additional equity or other funding will be available to 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, has negative operating cash flows 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 condensed consolidated 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 condensed consolidated 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 Cash and Cash Equivalents Cash and cash equivalents include unrestricted cash accounts, money market investments and highly liquid investment instruments with original maturity of three months or less at the date of purchase. Other than as set forth above, there have been no material changes to the significant accounting policies disclosed in the Company’s 2023 Form 10-K. Recent Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (the “ FASB ASU ASU 2023-07 In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740) – Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires disclosure of specific categories in the rate reconciliation table along with additional information for reconciling items that meet a quantitative threshold, disclosure of disaggregated income taxes paid and modifies other income tax-related disclosures. The amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024 and allows for adoption on a prospective basis, with a retrospective option. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-09, but does not expect that it will have a material impact on its consolidated financial statements.

Collaboration Agreement

Collaboration Agreement	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Collaboration Agreement	2. Collaboration Agreement AgonOx, Inc. (“ AgonOx In February 2021, the Company entered into a clinical co-development collaboration agreement (the “ Clinical Co-Development Agreement DP TIL 4,000,000 The Company recognized its share of costs arising from research and development activities performed by AgonOx in the Company’s condensed consolidated financial statements in the period AgonOx incurred such expense. Effective as of the date of termination, the Clinical Co-Development Agreement and the continuing obligations of the Company and AgonOx thereunder were terminated in their entirety. As a result, the Company is no longer required to provide financial support for the development costs incurred under the Clinical Co-Development Agreement, and is not entitled to future development milestones or royalty payments from AgonOx’s licensing of its DP TIL technology. The Company will pay to AgonOx all Company payment obligations that accrued prior to the termination of the Clinical Co-Development Agreement. Remaining payments to be made to AgonOx as of September 30, 2024 were $35,000, which primarily related to remaining accrued obligations for patient fees and other miscellaneous costs as of the date of termination. Pursuant to the terms of the Clinical Co-Development Agreement, the Company and AgonOx are coordinating the orderly wind-down of the Phase 1 clinical trial. Each of the Company and AgonOx shall be responsible for its own costs and expenses incurred in connection with the wind-down of the Phase 1 clinical trial. The Company recognized approximately $ 308,000 414,000 606,000 906,000

Fair Value of Financial Instrum

Fair Value of Financial Instruments	9 Months Ended
	Sep. 30, 2024
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. As of September 30, 2024, the Company categorized its cash equivalents as Level 1 hierarchy as the carrying amounts approximate their fair value due to their short-term nature and market rates of interest. As of December 31, 2023, the Company did not identify any financial instruments required to be presented at fair value. Schedule of financial instruments at fair value Description September 30, 2024 Quoted Prices In Active Markets   Other Significant Unobservable Assets: Cash equivalents $ 5,390 $ 5,390 $ – $ – Total $ 5,390 $ 5,390 $ – $ – 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, 2024
Leases
Leases	4. Leases The Company entered into a lease for a laboratory facility located at 17 Briden Street, Worcester, Massachusetts, which covers 321 August 31, 2024 Leases The total base rent for the premises over each 6-month term is expected to be $ 15,000 8,129 18,909 The Company’s lease for its corporate headquarters and primary research facility in Marlborough, Massachusetts was for a total of 7,581 March 31, 2024 The lease for the Company’s former corporate headquarters represented all of the Company’s capitalized lease obligations. The amounts reported in the condensed consolidated balance sheets for the Company’s former corporate headquarters classified as an 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 amounts recorded in balance sheet September 30, 2024 December 31, 2023 Assets Right of use asset $ – $ 33 Liabilities Lease liability $ – $ 35 Lease Term and Discount Rate Weighted average remaining lease term – 0.25 Weighted average discount rate – 4.70 There were no 33,000 33,000 99,000 The Company’s condensed consolidated statements of cash flows for the Company’s former corporate headquarters was $ 35,000 104,000

Stockholders_ Equity

Stockholders’ Equity	9 Months Ended
	Sep. 30, 2024
Equity [Abstract]
Stockholders’ Equity	5. Stockholders’ Equity Financings May 2024 Financing Purchase Agreement Triton 95,833 6.48 Purchase Price 621,000 July 2024 Financing July 2024 Inducement Letter Agreements 545,286 5.45 583,098 5.45 507,474 5.45 July 2024 Financing 2,646,000 2.4 million 0.2 million Pursuant to the terms of the July 2024 Inducement Letter Agreements, in the event that the exercise of the existing warrants in the July 2024 Financing would have otherwise caused a holder to exceed the beneficial ownership limitations set forth in the existing warrant, the Company issued the number of shares that would not cause a holder to exceed such beneficial ownership limitation and agreed to hold such balance of shares of common stock in abeyance. Accordingly, an aggregate of 328,758 July 2024 Abeyance Shares 231,758 April 2023 Financing 39,331 50.85 39,331 48.60 39,331 48.60 April 2023 Financing HCW 2,950 63.56 1,538,000 In connection with the April 2023 Financing, the Company entered into warrant amendment agreements (the “ Warrant Amendment Agreements 21,291 48.60 23,952 Derivatives and Hedging ASC 815 293,000 June 2023 Financing 25,961 8,000 38.52 69,881 38.511 0.009 103,842 36.27 103,842 36.27 June 2023 Financing 7,788 48.15 3,510,000 December 2023 Financing — December 2023 Inducement Letter Agreement December 2023 Financing December 2023 Abeyance Shares Pursuant to the terms of the Inducement Letter Agreement, in the event that the exercise of the existing warrants in the December 2023 Financing would have otherwise caused a holder to exceed the beneficial ownership limitations set forth in the existing warrant, the Company issued the number of shares that would not cause a holder to exceed such beneficial ownership limitation and agreed to hold such balance of shares of common stock in abeyance. Accordingly, at December 31, 2023, an aggregate of 91,819 shares of common stock were held in abeyance (the “ Abeyance Shares Warrants The Company first assesses warrants that are issued by the Company under the FASB ASC Topic 480, “ Distinguishing Liabilities from Equity ASC 480 During the three months ended September 30, 2024, 231,758 35,588 During the nine months ended September 30, 2024, all of the December 2023 Abeyance Shares were released and issued and 231,758 55,032 The following table summarizes the Company’s outstanding warrants, all of which are classified as equity instruments, at September 30, 2024: Schedule of outstanding warrants Number Weighted- Outstanding at December 31, 2023 703,530 $ 35.99 Issued 1,131,468 5.50 Exercised (540,112 ) 6.56 Expired – – Outstanding at September 30, 2024 1,294,886 $ 21.62

Stock-based Compensation

Stock-based Compensation	9 Months Ended
	Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]
Stock-based Compensation	6. Stock-based Compensation Restricted Stock Units Restricted stock units (“ RSUs 2020 Plan 1 On September 11, 2024, the Company modified all unvested RSUs to reduce the vesting term for employees from 3 years after the grant date to 1 year after the grant date. No incremental expense was recognized as a result of the modification, as the fair value of the RSUs immediately before and after the modification was unchanged. The following table summarizes the activity of the Company’s RSUs for the nine months ended September 30, 2024: Summary of RSUs activity Number Weighted- Unvested units at December 31, 2023 5,527 $ 74.83 Granted and accepted 71,000 2.77 Vested (3,997 ) 71.10 Forfeited (1,530 ) 84.55 Unvested units at September 30, 2024 71,000 $ 2.77 The weighted-average fair value of RSUs granted during both the three and nine months ended September 30, 2024 was $2.77. There were no 4,833 47.16 Stock-based compensation expense related to RSUs was $ 52,000 89,000 99,000 294,000 The aggregate fair value of awards that vested during the nine months ended September 30, 2024 and 2023 was $ 21,000 100,000 Stock Options Stock options are available for issuance 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 service requirements. Stock options granted by the Company to employees generally vest annually over 4 1 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 the FASB ASC Topic 718, “ Compensation — Stock Compensation The Company did not grant any stock options during the three or nine months ended September 30, 2024 and 2023. The following table summarizes the activity of the Company’s stock options for the nine months ended September 30, 2024: Summary of stock options activity Number Weighted- Aggregate Balance at December 31, 2023 1,146 $ 10,120.69 Granted – – Exercised – – Forfeited – – Expired (13 ) 598,313.35 Balance at September 30, 2024 1,133 $ 3,371.79 $ – Exercisable at September 30, 2024 1,133 $ 3,371.79 $ – Stock-based compensation expense related to stock options for the nine months ended September 30, 2024 was $ 6,000 no 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, 2024 and 2023, in thousands: Schedule of stock-based compensation expense   Three Months Ended Nine Months Ended   September 30, September 30,   2024 2023 2024 2023 Research and development $ 25 $ 51 $ 14 $ 163 General and administrative 27 38 85 131 Total stock-based compensation $ 52 $ 89 $ 99 $ 294

Net Loss per Common Share

Net Loss per Common Share	9 Months Ended
	Sep. 30, 2024
Net loss per common share:
Net Loss per Common Share	7. 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. Therefore, these pre-funded warrants are not included in the table below. 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 shares September 30, 2024 2023 Stock options 1,133 14 Unvested RSUs 71,000 7,694 Warrants 1,2 1,197,886 357,481 Total 1,270,019 365,189 1 The weighted average number of common shares outstanding as of September 30, 2023 includes pre-funded warrants issued in the June 2023 Financing because the exercise of such warrants requires only nominal consideration. Therefore, these pre-funded warrants are not included in the table above. 2 The weighted average number of common shares outstanding as of September 30, 2024 includes the Abeyance Shares from the July 2024 Financing, the exercise of which was prepaid and requires no further consideration for the delivery of the shares of common stock. Therefore, 97,000 of these Abeyance Shares are not included in the table above.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	8. Subsequent Events In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the consolidated balance sheet date but before the consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after September 30, 2024, up through the date the Company issued the condensed consolidated financial statements.

Organization and Significant _2

Organization and Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Nature of Operations	Nature of Operations Phio Pharmaceuticals Corp. (“ Phio Company Phio was incorporated in the state of Delaware in 2011 as RXi Pharmaceuticals Corporation. On November 19, 2018, the Company changed its name to Phio Pharmaceuticals Corp., to reflect its transition from a platform company to one that is fully committed to developing groundbreaking immuno-oncology therapeutics. Effective July 5, 2024, the Company completed a 1-for-9 reverse stock split
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 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, 2023, as filed with the Securities and Exchange Commission (the “ SEC 2023 Form 10-K
Principles of Consolidation	Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, MirImmune, LLC. All material intercompany accounts have been eliminated in consolidation.
Segments	Segments The Company operates as one operating segment and all assets are located in the United States.
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 its inception and expects to continue to have negative cash flows from operations for the foreseeable future. Historically, the Company’s primary source of funding has been from sales of its securities. The Company’s ability to continue to fund its operations is dependent on obtaining funding from third parties, such as proceeds from the issuance of debt, sale of equity, or strategic opportunities, in order to maintain its operations. This is dependent on a number of factors, including the market demand or liquidity of the Company’s common stock. There is no guarantee that debt, additional equity or other funding will be available to 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, has negative operating cash flows 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 condensed consolidated 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 condensed consolidated 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 Cash and Cash Equivalents Cash and cash equivalents include unrestricted cash accounts, money market investments and highly liquid investment instruments with original maturity of three months or less at the date of purchase. Other than as set forth above, there have been no material changes to the significant accounting policies disclosed in the Company’s 2023 Form 10-K.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (the “ FASB ASU ASU 2023-07 In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740) – Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires disclosure of specific categories in the rate reconciliation table along with additional information for reconciling items that meet a quantitative threshold, disclosure of disaggregated income taxes paid and modifies other income tax-related disclosures. The amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024 and allows for adoption on a prospective basis, with a retrospective option. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-09, but does not expect that it will have a material impact on its consolidated financial statements.

Fair Value of Financial Instr_2

Fair Value of Financial Instruments (Tables)	9 Months Ended
	Sep. 30, 2024
Fair Value Disclosures [Abstract]
Schedule of financial instruments at fair value	Schedule of financial instruments at fair value Description September 30, 2024 Quoted Prices In Active Markets   Other Significant Unobservable Assets: Cash equivalents $ 5,390 $ 5,390 $ – $ – Total $ 5,390 $ 5,390 $ – $ –

Leases (Tables)

Leases (Tables)	9 Months Ended
	Sep. 30, 2024
Leases
Schedule of lease amounts recorded in balance sheet	Schedule of lease amounts recorded in balance sheet September 30, 2024 December 31, 2023 Assets Right of use asset $ – $ 33 Liabilities Lease liability $ – $ 35 Lease Term and Discount Rate Weighted average remaining lease term – 0.25 Weighted average discount rate – 4.70

Stockholders_ Equity (Tables)

Stockholders’ Equity (Tables)	9 Months Ended
	Sep. 30, 2024
Equity [Abstract]
Schedule of outstanding warrants	Schedule of outstanding warrants Number Weighted- Outstanding at December 31, 2023 703,530 $ 35.99 Issued 1,131,468 5.50 Exercised (540,112 ) 6.56 Expired – – Outstanding at September 30, 2024 1,294,886 $ 21.62

Stock-based Compensation (Table

Stock-based Compensation (Tables)	9 Months Ended
	Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]
Summary of RSUs activity	Summary of RSUs activity Number Weighted- Unvested units at December 31, 2023 5,527 $ 74.83 Granted and accepted 71,000 2.77 Vested (3,997 ) 71.10 Forfeited (1,530 ) 84.55 Unvested units at September 30, 2024 71,000 $ 2.77
Summary of stock options activity	Summary of stock options activity Number Weighted- Aggregate Balance at December 31, 2023 1,146 $ 10,120.69 Granted – – Exercised – – Forfeited – – Expired (13 ) 598,313.35 Balance at September 30, 2024 1,133 $ 3,371.79 $ – Exercisable at September 30, 2024 1,133 $ 3,371.79 $ –
Schedule of stock-based compensation expense	Schedule of stock-based compensation expense   Three Months Ended Nine Months Ended   September 30, September 30,   2024 2023 2024 2023 Research and development $ 25 $ 51 $ 14 $ 163 General and administrative 27 38 85 131 Total stock-based compensation $ 52 $ 89 $ 99 $ 294

Net Loss per Common Share (Tabl

Net Loss per Common Share (Tables)	9 Months Ended
	Sep. 30, 2024
Net loss per common share:
Schedule of anti dilutive shares	Schedule of anti dilutive shares September 30, 2024 2023 Stock options 1,133 14 Unvested RSUs 71,000 7,694 Warrants 1,2 1,197,886 357,481 Total 1,270,019 365,189 1 The weighted average number of common shares outstanding as of September 30, 2023 includes pre-funded warrants issued in the June 2023 Financing because the exercise of such warrants requires only nominal consideration. Therefore, these pre-funded warrants are not included in the table above. 2 The weighted average number of common shares outstanding as of September 30, 2024 includes the Abeyance Shares from the July 2024 Financing, the exercise of which was prepaid and requires no further consideration for the delivery of the shares of common stock. Therefore, 97,000 of these Abeyance Shares are not included in the table above.

Organization and Significant _3

Organization and Significant Accounting Policies (Details Narrative)	Jul. 05, 2024
Accounting Policies [Abstract]
Reverse stock split	1-for-9 reverse stock split

Collaboration Agreement (Detail

Collaboration Agreement (Details Narrative) - Clinical Co Development Agreement [Member] - Agon Ox [Member] - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Contractual obligation	$ 4,000,000		$ 4,000,000
[custom:ExpenseFromContractualObligations]	$ 308,000	$ 606,000	$ 414,000	$ 906,000

Fair Value of Financial Instr_3

Fair Value of Financial Instruments - (Details - Financial instruments at fair value) $ in Thousands	Sep. 30, 2024 USD ($)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total	$ 5,390
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total	5,390
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total	0
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total	0
Cash and Cash Equivalents [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total	5,390
Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total	5,390
Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total	0
Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total	$ 0

Leases (Details - Balance sheet

Leases (Details - Balance sheet lease items) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Assets
Right of use asset	$ 0	$ 33
Liabilities
Lease liability	$ 0	$ 35
Lease Term and Discount Rate
Weighted average remaining lease term		3 months
Weighted average discount rate	0%	4.70%

Leases (Details Narrative)

Leases (Details Narrative)		3 Months Ended		9 Months Ended
	Mar. 01, 2024 ft²	Sep. 30, 2024 USD ($) ft²	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) ft²	Sep. 30, 2023 USD ($)
Property, Plant and Equipment [Line Items]
Operating lease costs		$ 0	$ 33,000	$ 33,000	$ 99,000
Operating Lease, Payments				$ 35,000	$ 104,000
Property Subject to Operating Lease [Member]
Property, Plant and Equipment [Line Items]
Operating lease footage | ft²	321	7,581		7,581
Lease expiration date	Aug. 31, 2024			Mar. 31, 2024
Total base rent				$ 15,000
Property Subject to Operating Lease [Member] | Laboratory Facility [Member]
Property, Plant and Equipment [Line Items]
Operating lease expense		$ 8,129		$ 18,909

Stockholders' Equity (Details -

Stockholders' Equity (Details - Warrants outstanding) - Warrant [Member]	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Class of Stock [Line Items]
Warrants outstanding, Beginning balance | shares	703,530
Warrants outstanding weighted average exercise price per share, Beginning balance | $ / shares	$ 35.99
Warrants issued, shares | shares	1,131,468
Warrants issued weighted average exercise price per share | $ / shares	$ 5.50
Warrants exercised, shares | shares	(540,112)
Warrants exercised weighted average exercise price per share | $ / shares	$ 6.56
Warrants expired, shares | shares	0
Warrants expired weighted average exercise price per share | $ / shares	$ 0
Warrants outstanding, Ending balance | shares	1,294,886
Warrants outstanding weighted average exercise price per share, Ending balance | $ / shares	$ 21.62

Stockholders_ Equity (Details N

Stockholders’ Equity (Details Narrative) - USD ($)					1 Months Ended	3 Months Ended		9 Months Ended
	Jul. 11, 2024	May 16, 2024	Jun. 02, 2023	Apr. 20, 2023	Jul. 31, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Class of Stock [Line Items]
Proceeds from equity								$ 2,646,000	$ 5,048,000
June 2023 Prefunded Warrants [Member]
Class of Stock [Line Items]
Shares of common stock issued related to exercise of pre-funded warrants							35,588		55,032
Equity Classified Warrants [Member]
Class of Stock [Line Items]
Non-cash equity issuance cost					$ 2,400,000
Placement Agent Warrants [Member]
Class of Stock [Line Items]
Non-cash equity issuance cost					$ 200,000
May 2024 Financing [Member]
Class of Stock [Line Items]
Common stock shares		95,833
Purchase price		$ 6.48
Gross proceeds from common stock		$ 621,000
July 2024 Financing [Member]
Class of Stock [Line Items]
Common stock shares	545,286
Purchase price	$ 5.45
Gross proceeds from common stock	$ 2,646,000
July 2024 Financing [Member] | Series C Warrants [Member]
Class of Stock [Line Items]
Common stock shares	583,098
Purchase price	$ 5.45
July 2024 Financing [Member] | Series D Warrants [Member]
Class of Stock [Line Items]
Common stock shares	507,474
Purchase price	$ 5.45
July 2024 Abeyance Shares [Member] | July 2024 Inducement Letter Agreement [Member]
Class of Stock [Line Items]
Shares of common stock held in abeyance					328,758
Abeyance shares issued						231,758		231,758
April 2023 Financing [Member]
Class of Stock [Line Items]
Purchase price				$ 50.85
Number of shares issued				39,331
Proceeds from equity				$ 1,538,000
April 2023 Financing [Member] | Warrant Amendment Agreements [Member] | Previously Issued Warrants [Member]
Class of Stock [Line Items]
Exercise price				$ 48.60
Amended warrants				21,291
Proceeds from amendment of warrants				$ 23,952
Increase in fair value of warrants				$ 293,000
April 2023 Financing [Member] | Series A Warrants [Member]
Class of Stock [Line Items]
Warrant new shares issued				39,331
Exercise price				$ 48.60
April 2023 Financing [Member] | Series B Warrants [Member]
Class of Stock [Line Items]
Warrant new shares issued				39,331
Exercise price				$ 48.60
April 2023 Financing [Member] | Placement Agent Warrants [Member]
Class of Stock [Line Items]
Warrant new shares issued				2,950
Exercise price				$ 63.56
June 2023 Financing [Member]
Class of Stock [Line Items]
Proceeds from equity			$ 3,510,000
June 2023 Financing [Member] | Series A Warrants [Member]
Class of Stock [Line Items]
Warrant new shares issued			103,842
Exercise price			$ 36.27
June 2023 Financing [Member] | Series B Warrants [Member]
Class of Stock [Line Items]
Warrant new shares issued			103,842
Exercise price			$ 36.27
June 2023 Financing [Member] | Placement Agent Warrants [Member]
Class of Stock [Line Items]
Warrant new shares issued			7,788
Exercise price			$ 48.15
June 2023 Financing [Member] | Registered Shares [Member]
Class of Stock [Line Items]
Number of shares issued			25,961
June 2023 Financing [Member] | Unregistered Shares [Member]
Class of Stock [Line Items]
Purchase price			$ 38.52
Number of shares issued			8,000
June 2023 Financing [Member] | Unregistered Pre Funded Warrants [Member]
Class of Stock [Line Items]
Purchase price			$ 38.511
Warrant new shares issued			69,881
Exercise price			$ 0.009

Stock-based Compensation (Detai

Stock-based Compensation (Details - RSU activity) - Restricted Stock Units (RSUs) [Member]	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of unvested restricted stock units, Beginning balance | shares	5,527
Weighted- average grant date fair value per share of unvested restricted stock units, Beginning balance | $ / shares	$ 74.83
Number of restricted stock units, Granted and accepted | shares	71,000
Weighted- average grant date fair value per share of restricted stock units, Granted and accepted | $ / shares	$ 2.77
Number of restricted stock units, Vested | shares	(3,997)
Weighted- average grand date fair value per share of restricted stock units, Vested | $ / shares	$ 71.10
Number of restricted stock units, Forfeited | shares	(1,530)
Weighted- average grant date fair value per share of restricted stock units, Forfeited | $ / shares	$ 84.55
Number of unvested restricted stock units, Ending balance | shares	71,000
Weighted- average grant date fair value per share of unvested restricted stock units, Ending balance | $ / shares	$ 2.77

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, 2024 USD ($) $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options outstanding, beginning balance | shares	1,146
Options outstanding, price per share, beginning balance | $ / shares	$ 10,120.69
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	(13)
Options expired, price per share | $ / shares	$ 598,313.35
Options outstanding, ending balance | shares	1,133
Options outstanding, price per share, ending balance | $ / shares	$ 3,371.79
Aggregate intrinsic value, outstanding | $	$ 0
Options exercisable | shares	1,133
Options exercisable, price per share | $ / shares	$ 3,371.79
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, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 52	$ 89	$ 99	$ 294
Research and Development Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	25	51	14	163
General and Administrative Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 27	$ 38	$ 85	$ 131

Stock-based Compensation (Det_4

Stock-based Compensation (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense	$ 52,000	$ 89,000	$ 99,000	$ 294,000
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, Options, Grants in Period, Net of Forfeitures		0		4,833
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value				$ 47.16
Share-based compensation expense	52,000	$ 89,000	99,000	$ 294,000
Fair value of awards vested			$ 21,000	100,000
Restricted Stock Units (RSUs) [Member] | Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period			1 year
Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense	$ 0	$ 0	$ 6,000	$ 0
Share-Based Payment Arrangement, Option [Member] | Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period			4 years
Share-Based Payment Arrangement, Option [Member] | Non Employee Members [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period			1 year

Net Loss per Common Share (Deta

Net Loss per Common Share (Details - Antidilutive shares) - shares		9 Months Ended
		Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares		1,270,019	365,189
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares		1,133	14
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares		71,000	7,694
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	[1],[2]	1,197,886	357,481
[1]The weighted average number of common shares outstanding as of September 30, 2023 includes pre-funded warrants issued in the June 2023 Financing because the exercise of such warrants requires only nominal consideration. Therefore, these pre-funded warrants are not included in the table above.[2]The weighted average number of common shares outstanding as of September 30, 2024 includes the Abeyance Shares from the July 2024 Financing, the exercise of which was prepaid and requires no further consideration for the delivery of the shares of common stock. Therefore, 97,000 of these Abeyance Shares are not included in the table above.