| Item 1. | |
| (a) | Name of issuer:
Phio Pharmaceuticals Corp. |
| (b) | Address of issuer's principal executive
offices:
11 Apex Drive, Suite 300A, PMB 2006 Marlborough, Massachusetts 01752 |
| Item 2. | |
| (a) | Name of person filing:
Orca Capital AG |
| (b) | Address or principal business office or, if
none, residence:
Sperlring 2 85276 Hettenshausen Deutschland |
| (c) | Citizenship:
Germany |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share |
| (e) | CUSIP No.:
71880W501 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
514,965
From December 19, 2024 to the date of this Schedule, the Reporting Person acquired the Issuer's Common Stock in the following amounts: 109,298 shares, 60,000 shares, 350 shares, 332,668 shares, 244,445 shares, and 152,500 shares. During the same period, the Reporting Person disposed of the Issuer's Common Stock in the following amounts: 29,316 shares, 9,825 shares, 130,157 shares, 350 shares, 332,668 shares, 151,597 shares, 200 shares, 92,848 shares, 8,800 shares, and 6,500 shares.
The foregoing excludes shares of Common Stock issuable upon the exercise of certain warrants containing blocker provisions. The Reporting Person does not have the right to exercise warrants for 474,298 shares of Common Stock and 776,261 shares of Common Stock to the extent that such exercises would result in beneficial ownership of the Issuer's Common Stock by the Reporting Person of more than 4.9% or 9.9%, respectively. |
| (b) | Percent of class:
9.9 % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
514,965
|
| | (ii) Shared power to vote or to direct the
vote:
0
|
| | (iii) Sole power to dispose or to direct the
disposition of:
514,965
|
| | (iv) Shared power to dispose or to direct the
disposition of:
0
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of
the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule
13d-1(c)