Phio Pharmaceuticals Corp. Enters At-The-Market Offering Agreement with H.C. Wainwright & Co.

Washington, D.C. – April 8, 2026 – Phio Pharmaceuticals Corp. (“Phio” or “the Company”) has announced through a Form 8-K filing that it has entered into a significant capital markets transaction. The Company has executed an At-The-Market (ATM) Offering Agreement with H.C. Wainwright & Co., LLC, which will act as the sales agent for the offering of the Company’s common stock. This move provides Phio with the ability to sell shares directly into the market at prevailing prices, a strategy that can be pivotal for ongoing operational funding, clinical development, and strategic initiatives.

Key Details of the ATM Offering Agreement

• Agreement Execution: The At-The-Market Offering Agreement was signed on April 8, 2026, between Phio Pharmaceuticals Corp. and H.C. Wainwright & Co., LLC.
• Offering Mechanism: The ATM program allows Phio to issue and sell shares of its common stock, par value \$0.0001 per share, from time to time, through H.C. Wainwright as sales agent. Shares will be sold at market prices directly on the Nasdaq Capital Market under the trading symbol PHIO.
• Registration Statement: The offering is being made pursuant to Phio’s effective shelf registration statement on Form S-3 (File No. 333-279557), as amended, as well as the accompanying base prospectus and prospectus supplement dated April 8, 2026.
• Legal Opinion: The legal opinion regarding the validity of the shares to be sold under the ATM was rendered by Hogan Lovells US LLP, and is included as Exhibit 5.1 to the 8-K filing.

Important Information for Shareholders

• Potential Dilution: The ATM arrangement enables Phio to issue and sell new shares into the market at its discretion. This could lead to dilution for existing shareholders, as the total share count may increase depending on the volume of shares sold under the program.
• Use of Proceeds: Proceeds from the sales will be used for general corporate purposes as set forth in the prospectus, which may include funding research and development, working capital, capital expenditures, and potential strategic transactions.
• No Minimum Sales Obligation: There is no guarantee of the amount of capital that will be raised, as sales occur from time to time at the Company’s discretion and at prevailing market prices.
• Price Sensitivity: Announcements of equity offerings frequently impact share price, as investors assess potential dilution and the Company’s capital needs. The flexibility to sell shares “at the market” means sales could occur during periods of volatility or strong market demand.
• Fully Registered Shares: Shares sold under the ATM will be fully registered, freely tradable, and listed on the Nasdaq Capital Market, enhancing their liquidity.
• No Unlawful Offers: The Company has stated that no offer, solicitation, or sale of the shares will be made in any jurisdiction where such activities are unlawful prior to registration or qualification under the applicable securities laws of such jurisdiction.

Additional Corporate and Compliance Information

• SEC Reporting: Phio affirms that it is current with all reporting obligations under the Securities Exchange Act of 1934 and that all filings, including the Form 8-K and associated exhibits, are made in compliance with applicable requirements.
• Emerging Growth Company Status: Phio has indicated it is not an emerging growth company as defined by the SEC.
• No Pre-commencement Communications: There are no communications under Rules 425, 14a-12, 14d-2(b), or 13e-4(c) regarding written communications, solicitation material, or tender offers in conjunction with this filing.
• Management Certification: The 8-K is signed by Robert J. Bitterman, President and Chief Executive Officer of Phio Pharmaceuticals Corp.

Key Potential Impacts for Investors

• Share Price Impact: The establishment of an ATM program is likely to be price sensitive. While it provides flexibility and access to capital, it also introduces the possibility of share dilution, which can pressure the stock price. Investors should closely monitor the Company’s disclosures regarding actual shares sold and proceeds raised.
• Strategic Flexibility: The ATM structure allows Phio to strengthen its balance sheet and respond rapidly to market opportunities or funding needs without the delays and costs associated with traditional equity offerings.

Next Steps and Ongoing Disclosures

Phio will report the number of shares sold, the net proceeds received, and the commissions paid to H.C. Wainwright in its future periodic filings, including Forms 10-K and 10-Q, as well as in prospectus supplements as required by SEC rules. Investors are advised to review these updates to assess the ongoing impact of the ATM program on Phio’s capital structure and financial position.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should review all official filings and consult with their financial advisors before making investment decisions. The information included herein is based on the Company’s filings with the SEC as of April 8, 2026, and may be subject to change.

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