SEC Form S-8 filed by Phio Pharmaceuticals Corp.

As filed with the Securities and Exchange Commission on September 11, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

______________

PHIO PHARMACEUTICALS CORP.
(Exact name of Registrant as specified in its charter)

411 Swedeland Road, Suite 23-1080

King of Prussia, PA 19406
(Address, including zip code, of principal executive offices)

______________

Phio Pharmaceuticals Corp. 2020 Long Term Incentive Plan
(Full title of the plans)

Robert J. Bitterman

President & CEO

Phio Pharmaceuticals Corp.

411 Swedeland Road, Suite 23-1080

King of Prussia, PA 19406

(508) 767-3861

(Name, address and telephone number, including area code, of agent for service)

______________

Copy to:

Steven J. Abrams

Hogan Lovells US LLP

1735 Market Street, Suite 2300

Philadelphia, Pennsylvania 19103

(267) 675-4600

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This registration statement on Form S-8 (this “Registration Statement”) is being filed by Phio Pharmaceuticals Corp. (the “Registrant”) to register 1,005,555 additional shares of the Registrant’s common stock, par value $0.0001 (the “Common Stock”), issuable under the Phio Pharmaceuticals Corp. amended and restated 2020 Long Term Incentive Plan (the “2020 Plan”).

Pursuant to General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of (i) the registration statement on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) by the Registrant on December 23, 2020 (File No. 333-251670) relating to the 2020 Plan and (ii) the registration statement on Form S-8 previously filed with the Commission by the Registrant on September 29, 2023 (File No. 333-274787) relating to the 2020 Plan, in each case, except to the extent supplemented, amended or superseded by the information set forth herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed by the Registrant with the Commission are incorporated by reference in this registration statement as of their respective dates:

All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date hereof (excluding any documents or portions of such documents that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K and any exhibits included with such Items), and prior to the filing of a post-effective amendment that indicates that all the securities offered hereby have been sold or that deregisters the securities offered hereby then remaining unsold, shall also be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.

Any statement contained in this registration statement or in a document incorporated or deemed to be incorporated by reference in this registration statement will be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this registration statement modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 8. Exhibits

The following exhibits are submitted herewith or incorporated by reference herein.

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in King of Prussia, Pennsylvania, on the 11th day of September, 2025.

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Robert J. Bitterman his or her true and lawful attorney-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments (including post-effective amendments) to this registration statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on September 11, 2025.