Phio Pharmaceuticals Corp.
257 Simarano Drive, Suite 101
Marlborough, MA 01752
February 7, 2020
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attn: Joseph McCann
|Re:||Phio Pharmaceuticals Corp.|
|Registration Statement on Form S-1|
|Filed October 1, 2019|
|File No. 333-234032|
Ladies and Gentlemen:
Pursuant to Rules 460 and 461 promulgated under the Securities Act of 1933, as amended, Phio Pharmaceuticals Corp., a Delaware corporation (the “Company”), hereby respectfully requests that the effective time of the above referenced Registration Statement on Form S-1 filed by the Company (the “Registration Statement”) be accelerated to 9:00 a.m., Eastern Daylight Time, on, February 11, 2020 or as soon thereafter as practicable.
|Very truly yours,|
|Phio Pharmaceuticals Corp.|
|/s/ Gerrit Dispersyn|
|President and Chief Executive Officer|
cc: Ryan A. Murr, Gibson, Dunn & Crutcher LLP