Phio Pharmaceuticals Corp. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Financial Officer
On July 15, 2024, the Board of Directors (the “Board”) of Phio Pharmaceuticals Corp. (the “Company”) approved the appointment of Robert M. Infarinato to serve as the Company’s Vice President, Chief Financial Officer and designated him as the Company’s principal financial officer and principal accounting officer, effective as of August 1, 2024.
Mr. Infarinato, 78, an attorney and certified public accountant, has over 40 years of leadership roles, including in the pharmaceutical and biotech industries. From 2000 to 2024, Mr. Infarinato served as a self-employed business consultant doing business as International Business Consulting. From 2010 to 2019, Mr. Infarinato served in various positions within Cutanea Life Sciences, Inc., a privately held dermatology company, including chief compliance officer, as well as a member of the board of directors and the audit committee thereof. From 1996 to 2013, Mr. Infarinato served as a member of the board of trustees for Abington Health Systems, serving as chairman from 2010 to 2013. Following Abington Health Systems’ merger with Jefferson Health System, Mr. Infarinato served on the finance committee until September 2021 and the Abington Jefferson Compliance Committee until 2023. From January 2022 to January 2023, Mr. Infarinato served as a tax specialist for Steinberg, Shebairo LLP CPAs. Mr. Infarinato obtained his Juris Doctor degree from Fordham University School of Law, and his B.S. from the Syracuse University Whitman School of Management.
In connection with Mr. Infarinato’s appointment as the Company’s Vice President, Chief Financial Officer, the Company entered into an offer letter on July 16, 2024, and effective as of August 1, 2024 (the “Offer Letter”) with Mr. Infarinato. The Offer Letter provides that Mr. Infarinato will be entitled to an initial annual base salary of $180,000 (the “Base Salary”) and will be eligible to receive an annual bonus of up to 30% of his annual base salary, based on the achievement of certain performance goals established annually by the Board. Pursuant to the Offer Letter, Mr. Infarinato will be employed as an “at-will” employee of the Company and will have no specified term as Vice President, Chief Financial Officer.
Mr. Infarinato will also be eligible to participate in the Company’s 2020 Long Term Incentive Plan, as amended and restated, and other benefits available to the Company’s executive officers. In addition, the Company will enter into an indemnification agreement with Mr. Infarinato on terms substantially similar to the terms of the form of indemnification agreement filed as Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed on April 1, 2024.
The foregoing summary of the Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1, and is incorporated herein by reference.
There are no family relationships between Mr. Infarinato and any director or executive officer of the Company. There are no transactions between Mr. Infarinato and the Company that would require disclosure under Item 404(a) of Regulation S-K.
On August 1, 2024, the Company issued a press release announcing Mr. Infarinato’s appointment as the Company’s Vice President and Chief Financial Officer. The full text of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
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Departure of Principal Accounting Officer
Caitlin Kontulis, Vice President of Finance and Administration and Secretary of the Company, ceased serving as the Company’s principal accounting officer, effective as of August 1, 2024, with her employment terminating on August 31, 2024. The Company expects Ms. Kontulis to serve in a part-time advisory capacity to the Company after such termination of employment.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Number | Description | |
| 10.1 | Offer Letter, executed July 16, 2024, by and between the Company and Robert M. Infarinato | |
| 99.1 | Press Release, dated August 1, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PHIO PHARMACEUTICALS CORP. | |||||
| Date: August 1, 2024 | By: | /s/ Robert Bitterman | |||
Name: Robert Bitterman Title: President & Chief Executive Officer | |||||
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