Phio Pharmaceuticals Corp.

ITEM 1A. RISK FACTORS

Other than set forth below, there have been no material changes in our risk factors set forth in Part I, Item 1A. Risk Factors in our 2023 Form 10-K. The risk factor set forth below and risk factors disclosed in Part I, Item 1A. Risk Factors in our 2023 Form 10-K could materially adversely affect our business, financial condition, or results of operations. This Quarterly Report on Form 10-Q also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including these risks. Additional risks not currently known or currently material to us may also harm our business.

We may not be able to maintain compliance with the continued listing requirements of The Nasdaq Capital Market.

Nasdaq Listing Rule 5550(b)(1) requires companies listed on the Nasdaq Capital Market to maintain stockholders equity of at least $2.5 million for continued listing. As of JuneSeptember 30, 2024, our stockholders equity was $3.84.9 million and there can be no assurance that we will be able to maintain or increase our stockholders equity in the future. If our stockholders equity falls below $2.5 million, as a result of operating losses or for other reasons, or if we are unable to demonstrate to Nasdaqs satisfaction that we subsequently regained compliance with this requirement, Nasdaq will notify us of such non-compliance. If we receive such notice from Nasdaq, in accordance with the Nasdaq Listing Rules, we will have 45 calendar days from the date of the notification to submit a plan to regain compliance with Nasdaq Listing Rule 5550(b)(1). If our compliance plan is accepted, we may be granted up to 180 calendar days from the date of the initial notification to evidence compliance. If our compliance plan is not accepted or we are otherwise unable to evidence compliance within Nasdaqs allotted timeframe, Nasdaq may take steps to delist our common stock.

Such a delisting would have an adverse effect on the market liquidity of our securities, decrease the market price of our securities, result in the potential loss of confidence by investors, suppliers, customers and employees and fewer business development opportunities, and adversely affect our ability to obtain financing for the continuation of our operations. We are actively monitoring our stockholders equity and will consider any and all options available to us to maintain compliance with Nasdaq Listing Rule 5550(b)(1).

On January 24, 2024, we received notice (the Notification Letter) from Nasdaq notifying us that we were not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing bid price of our common stock for the 30 consecutive business days prior to the date of the Notification Letter, we no longer met the minimum bid price requirement. On July 19, 2024, we received written notice (the Second Notification Letter) from Nasdaq notifying us that we had regained compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. The Second Notification Letter was sent following the implementation of a one-for-nine reverse split of our common stock (the Reverse Split), which became effective on July 5, 2024. Additional information regarding the Reverse Split can be found in our Current Report on Form 8-K filed on July 2, 2024.