Phio Pharmaceuticals Corp. filed SEC Form 8-K: Leadership Update, Other Events, 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.
Effective as of February 19, 2025, the Board of Directors (the “Board”) of Phio Pharmaceuticals Corp. (the “Company”) increased the size of the Board to six members and appointed Mr. David H. Deming to serve on the Board until the 2025 annual meeting of stockholders. Mr. Deming was also appointed to serve as a member of the Board’s Nominating Committee. Mr. Deming has over 30 years of experience in investment banking and asset management. He was with JP Morgan for over 27 years in both M&A and leading the Health Group in investment banking for his last 12 years there.
In connection with Mr. Deming’s appointment to the Board, Mr. Deming will enter into the Company’s standard form of indemnification agreement. Pursuant to the terms of the indemnification agreement, the Company may be required, among other things, to indemnify Mr. Deming for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by her in any action or proceeding arising out of his service on the Board. In addition, Mr. Deming will receive standard compensation and equity awards available to non-employee directors of the Company. The Company’s non-employee director compensation program is described in the “Director Compensation” section of the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on May 8, 2024.
There are no arrangements or understandings between Mr. Deming and any other persons, pursuant to which he was appointed to the Board. There are no current or proposed transactions between the Company and Mr. Deming or his immediate family members that would require disclosure under Item 404(a) of Regulation S-K promulgated by the SEC.
Item 8.01 Other Events.
On February 20, 2025, the Company issued a press release announcing the appointment of Mr. Deming to the Board. A copy of the press release is filed with this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Number | Description | |
| 99.1 | Press Release dated February 20, 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: February 20, 2025 | By: | /s/ Robert Bitterman | |||
| Name: Title: |
Robert Bitterman President & Chief Executive Officer | ||||
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