On January 21, 2025 Phio Pharmaceuticals Corp. (NASDAQ: PHIO), a clinical-stage biotechnology company that develops therapeutics using its INTASYL siRNA gene silencing technology to make the body’s immune cells more effective in killing cancer cells, reported the closing of its registered direct offering previously announced on January 16, 2024, priced at-the-market under Nasdaq rules, for the purchase and sale of an aggregate of 610,000 shares of its common stock at a purchase price of $3.00 per share (Press release, Phio Pharmaceuticals, JAN 21, 2025, View Source [SID1234649802]). In addition, in a concurrent private placement, the Company issued short-term unregistered warrants to purchase up to an aggregate of 1,220,000 shares of common stock. The short-term warrants have an exercise price of $3.00 per share, are exercisable upon issuance and will expire twenty-four months following the date of issuance.
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H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.
The aggregate gross proceeds to the Company from this financing were $1.83 million, before deducting the placement agent fees and other offering expenses payable by the Company. The total gross proceeds raised by the Company in registered direct offerings and concurrent private placements since the beginning of December 2024 are approximately $9.15 million, before deducting placement agent fees and other offering expenses payable by the Company. Additional gross proceeds of approximately $2.9 million were raised from the exercise of warrants previously issued on July 12, 2024 having an exercise price of $5.45 per share.
Phio intends to use the net proceeds from these financings for working capital and other general corporate purposes, including to fund the remaining clinical activities for Phio’s Phase 1b clinical trial of its lead product candidate, PH-762, for the treatment of patients with cutaneous squamous cell carcinoma, melanoma and Merkel cell carcinoma. Phio expects that the proceeds will allow it to continue development activities on its second clinical target, PH-894, which silences the BRD4 protein implicated in a number of solid tumors.
"Procurement of these funds provides a financial pathway to realizing the completion of the PH-762 Phase 1b clinical trial, a critical milestone for the development program," commented Robert Bitterman, Phio President and CEO. "We are also excited to be able to move the PH-894 program forward."
The shares of common stock issued in the January 16, 2024 financing (but not the short-term warrants issued in the private placement or the shares of common stock underlying such short-term warrants) were offered by the Company pursuant to a "shelf" registration statement on Form S-3 (File No. 333-279557) filed with the Securities and Exchange Commission ("SEC") on May 20, 2024 and became effective on July 1, 2024. The registered direct offering of the shares of common stock were made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. The prospectus supplement and the accompanying prospectus relating to the shares of common stock offered in the registered direct offering have been filed with the SEC and are available at the SEC’s website at www.sec.gov. Electronic copies of the prospectus supplement and the accompanying prospectus relating to the registered direct offering may also be obtained by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by telephone at (212) 856-5711 or e-mail at [email protected].
The short-term warrants described above were issued in a concurrent private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Regulation D promulgated thereunder and, along with the shares of common stock underlying the short-term warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the short-term warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.