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.
Transition of Principal Financial Officer and Principal Accounting Officer
On June 6, 2025, the Board of Directors (the “Board”) of Phio Pharmaceuticals Corp. (the “Company”) designated Lisa Carson, VP, Finance and Administration of the Company, as the Company’s principal financial officer and principal accounting officer, effective as of June 6, 2025.
Ms. Carson, 59, has more than 20 years of finance and accounting leadership experience. From March 2020 to November 2024, she was at Prelude Therapeutics Incorporated, most recently as VP, Finance and Controller, where she supported the company’s IPO and expansion. Ms. Carson also held leadership roles at TELA Bio, Inc. and PhaseBio Pharmaceuticals, Inc. Ms. Carson obtained her B.S. in accounting from West Chester University of Pennsylvania.
The Company has entered into an offer letter, dated April 18, 2025, and effective as of May 12, 2025 (the “Offer Letter”), with Ms. Carson. The Offer Letter provides that Ms. Carson is entitled to an initial annual base salary of $290,000 and is eligible to receive an annual bonus of up to 30% of her annual base salary, based on the achievement of certain performance goals established annually by the Board. In connection with her appointment as VP, Finance and Administration, Ms. Carson also received a one-time sign-on stipend of $25,000. Pursuant to the Offer Letter, Ms. Carson is employed as an “at-will” employee of the Company and has no specified term as VP, Finance and Administration.
Ms. Carson is also 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 Ms. Carson 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 Ms. Carson and any director or executive officer of the Company. There are no transactions between Ms. Carson and the Company that would require disclosure under Item 404(a) of Regulation S-K.
Robert Infarinato ceased serving as the Company’s principal financial officer and principal accounting officer, effective as of June 6, 2025. Also effective June 6, 2025, Mr. Infarinato, who was previously the Company’s Chief Financial Officer, now serves as VP, Strategic Development of the Company.
On June 6, 2025, the Company issued a press release announcing Ms. Carson’s appointment as VP, Finance and Administration and Mr. Infarinato’s appointment as VP, Strategic Development. The full text of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Number | Description | |
| 10.1 | Offer Letter, executed April 21, 2025 by and between the Company and Lisa Carson | |
| 99.1 | Press Release, dated June 6, 2025 | |
| 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: June 12, 2025 | By: | /s/ Robert Bitterman |
| Name: Title: |
Robert Bitterman President & Chief Executive Officer | |
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