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Date of report (Date of earliest event reported): February 25, 2022



(Exact name of registrant as specified in its charter)


Delaware   001-36304   45-3215903

(State or other jurisdiction

of incorporation or organization)



File Number)


(I.R.S. Employer

Identification No.)


257 Simarano Drive, Suite 101

Marlborough, Massachusetts 01752

(Address of Principal Executive Offices) (Zip Code)


Registrant’s telephone number, including area code: (508) 767-3861


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class of securities: Trading Symbol(s): Name of exchange on which registered:
Common Stock, par value $0.0001 PHIO The NASDAQ Capital Market


Securities registered pursuant to Section 12(g) of the Act: None


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company


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 13(a) of the Exchange Act.







Item 3.01 Notice of Delisting or Failure to Satisfy Continued Listing Rule or Standard; Transfer of Listing.


On February 25, 2022, Phio Pharmaceuticals Corp. (the “Company”) received written notice (the “Notification Letter”) from The Nasdaq Capital Market (“Nasdaq”) stating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”) because the Company’s common stock failed to maintain a minimum closing bid price of $1.00 for 30 consecutive business days. The Notice has no immediate effect on the Nasdaq listing or trading of the Company’s common stock


The Notification Letter provides an initial 180 calendar day period, or until August 24, 2022, in which to regain compliance, pursuant to Listing Rule 5810(c)(3)(A). If, at any time before that date the bid price of the Company’s common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, Nasdaq will notify the Company that it has achieved compliance with the Minimum Bid Price Rule.


The Company intends to actively monitor the closing bid price of its common stock and will evaluate available options to regain compliance with the Minimum Bid Price Rule.


Forward-Looking Statements


This Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements are characterized by future or conditional verbs such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “continue” and similar words. Such statements are only predictions and actual events or results may differ materially from those anticipated in these forward-looking statements. You should not place undue reliance on any forward-looking statements. The Company does not assume any obligation to update forward-looking statements as circumstances change, except as required by securities laws.


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits

Exhibit No.   Description

Letter from Nasdaq Listings Qualification department dated February 25, 2022

104   Cover Page Interactive Data File (embedded within the Inline XBRL document).









Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: March 3, 2022       By: /s/ Gerrit Dispersyn

Gerrit Dispersyn

President and Chief Executive Officer































Exhibit 99.1





Sent via Electronic Delivery to: gdispersyn@phiopharma.com; ckontulis@phiopharma.com


February 25, 2022


Mr. Gerrit Dispersyn

President and Chief Executive Officer

Phio Pharmaceuticals Corp.

257 Simarano Drive, Suite 101

Marlborough, Massachusetts 01752


Re: Phio Pharmaceuticals Corp. (the “Company”)
  Nasdaq Security: Common Stock
  Nasdaq Symbol: PHIO


Dear Mr. Dispersyn:


As you are aware, our Listing Rules (the “Rules”) require listed securities to maintain a minimum bid price of $1 per share. Based upon the closing bid price for the last 30 consecutive business days, the Company no longer meets this requirement.1 However, the Rules also provide the Company a compliance period of 180 calendar days in which to regain compliance.


If at any time during this 180 day period the closing bid price of the Company’s security is at least $1 for a minimum of ten consecutive business days, we will provide you written confirmation of compliance and this matter will be closed. Please note that if the Company chooses to implement a reverse stock split, it must complete the split no later than ten business days prior to the expiration date in the table below in order to regain compliance.2


In the event the Company does not regain compliance, the Company may be eligible for additional time. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company meets these requirements, we will inform the Company that it has been granted an additional 180 calendar days. However, if it appears to Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, we will provide notice that its securities will be subject to delisting.3






1 For online access to all Nasdaq Rules, please see “Nasdaq Online Resources,” included with this letter.
2 For additional information with respect to compliance periods please see the “Nasdaq Online Resources” on the attached page and access the link “Frequently Asked Questions” related to “continued listing.”
3 At that time, the Company may appeal the delisting determination to a Hearings Panel.





Mr. Gerrit Dispersyn

February 25, 2022

Page 2



Our Rules require that the Company promptly disclose receipt of this letter by either filing a Form 8-K, where required by SEC rules, or by issuing a press release. The announcement needs to be made no later than four business days from the date of this letter and must include the continued listing criteria that the Company does not meet, and a description of each specific basis and concern identified by Nasdaq in reaching the determination. 4 The Company must also provide a copy of the announcement to Nasdaq’s MarketWatch Department at least 10 minutes prior to its public release.5 Please note that if you do not make the required announcement trading in your securities will be halted.6


The following table summarizes the critical dates and information as related to this matter.


Period below $1.00
bid price
Expiration of 180
calendar day
compliance period


Due Date

Relevant Listing Rules

January 12, 2022

February 24, 2022

August 24, 2022 March 3, 2022 5550(a)(2) – bid price
5810(c)(3)(A)7 – compliance
5810(b) – public disclosure
5505 – Capital Market criteria


Finally, an indicator will be displayed with quotation information related to the Company’s securities on NASDAQ.com and NASDAQTrader.com and may be displayed by other third party providers of market data information. Also, a list of all non-compliant Nasdaq companies and the basis for such non-compliance is posted on our website at listingcenter.nasdaq.com. The Company will be included in this list commencing five business days from the date of this letter.


If you have any questions, please do not hesitate to contact me at +1 301 978 8052.





Moira Keith

Associate Director

Nasdaq Listing Qualifications







4 Listing Rule 5810(b). See FAQ #428 available on the Nasdaq Listing Center.
5 The notice must be submitted to Nasdaq’s MarketWatch Department through the Electronic Disclosure service available at nasdaq.net/ED/IssuerEntry.
6 Listing Rule IM-5810-1.
7 Listing Rule 5810(c)(3)(A)(iii) states in part: “if during any compliance period specified in this Rule 5810(c)(3)(A) a Company’s security has a closing bid price of $0.10 or less for ten consecutive trading days, the Listing Qualifications Department shall issue a Staff Delisting Determination under Rule 5810 with respect to that security.”







All of our listing information and forms are available electronically on the Listing Center. In addition to facilitating electronic submission of forms, you can also use the Listing Center to access Nasdaq’s Reference Library containing hundreds of frequently asked questions and Governance Clearinghouse containing the latest updates on corporate governance and listing standards.


To help you navigate the deficiency process, we have provided links to some our most viewed resource materials.


·         Board Composition and Committee Requirements


·         Governance Clearinghouse


·         Hearings Process


·         How to Transfer to Nasdaq Capital Market


·         Information about Application of Shareholder Approval Rules


·         Initial Listing Process


·         Listing Fees


·         Listing of Additional Shares Process


·         MarketWatch Electronic Disclosure Submissions


·         Nasdaq Listing Rules: Initial and Continued Listing


·         Reference Library: Frequently Asked Questions, Staff Interpretations and Listing Council Decisions