phio20260717_8k.htm false 0001533040 0001533040 2026-07-21 2026-07-21 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 21, 2026 PHIO PHARMACEUTICALS CORP. (Exact name of registrant as specified in its charter) Delaware 001-36304 45-3215903 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 411 Swedeland Road , Suite 23-1080 King of Prussia , PA 19406 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: ( 610 ) 947-0251 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: Trading Symbol(s): Name of each exchange on which registered: Common Stock , par value $0.0001 per share PHIO The Nasdaq Capital Market 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective as of July 20, 2026, the Board of Directors (the “Board”) of Phio Pharmaceuticals Corp. (the “Company”) increased the size of the Board to six members and appointed R. Todd Plott, M.D. to serve on the Board until the 2026 annual meeting of stockholders. Dr. Plott was also appointed to serve as a member of the Board’s Governance Committee. Dr. Plott is a board-certified dermatologist, accomplished researcher, inventor, and former FDA advisory committee member with more than 30 years of experience in dermatologic care and innovation. In connection with Dr. R. Todd Plott, M.D.’s appointment to the Board, Dr. R. Todd Plott, M.D. will enter into the Company’s standard form of indemnification agreement. Pursuant to the terms of the indemnification agreement, the Company may be required, among other things, to indemnify Dr. R. Todd Plott, M.D. for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him in any action or proceeding arising out of his service on the Board. In addition, Dr. R. Todd Plott, M.D. will receive standard compensation and equity awards available to non-employee directors of the Company. The Company’s non-employee director compensation program is described in the “Director Compensation” section of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 5, 2026. There are no arrangements or understandings between Dr. R. Todd Plott, M.D. and any other persons, pursuant to which Dr. R. Todd Plott, M.D. was appointed to the Board. There are no current or proposed transactions between the Company and Dr. R. Todd Plott, M.D. or his immediate family members that would require disclosure under Item 404(a) of Regulation S-K promulgated by the SEC. Item 8.01. Other Events. On July 21 2026, the Company issued a press release announcing the appointment of Dr. R. Todd Plott, M.D. to the Board of Directors. The full text of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press release issued by the Company on July 21, 2026. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PHIO PHARMACEUTICALS CORP. Date: July 21, 2026 By: /s/ Robert J. Bitterman Robert J. Bitterman President & Chief Executive Officer 3

Phio Pharmaceuticals appointed Dr. R. Todd Plott, M.D. to its Board of Directors on July 20, 2026, expanding the board to six members. Dr. Plott brings 30+ years of dermatology expertise and FDA advisory experience, strengthening the company's governance and clinical credibility.

On July 20, 2026, Phio Pharmaceuticals Corp. expanded its Board of Directors by appointing Dr. R. Todd Plott, M.D. as a new member, increasing the total number of board members to six. Dr. Plott brings over 30 years of experience in dermatology and innovation, previously serving on an FDA advisory committee. As part of his appointment, he will also join the Board’s Governance Committee and will be entering into the company's standard indemnification agreement, which provides certain protections to board members in legal matters.

PHIO PHARMACEUTICALS CORP.

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