SCHEDULE: CVI Investments, Heights Capital Boost Phio Stake to 9.9%

CVI Investments and Heights Capital Management have jointly reported a 9.9% beneficial ownership stake in Phio Pharmaceuticals Corp., primarily through warrants.

Summary

• CVI Investments, Inc. and Heights Capital Management, Inc. (Reporting Persons) jointly reported beneficial ownership of 1,194,719 shares of Phio Pharmaceuticals Corp. common stock.
• This represents 9.9% of the company's outstanding common stock.
• The reported shares are issuable upon the exercise of warrants.
• Warrants are subject to a 9.99% beneficial ownership limitation, preventing exercise if it would cause total beneficial ownership to exceed this threshold.
• Heights Capital Management, Inc. acts as the investment manager for CVI Investments, Inc., exercising shared voting and dispositive power over the shares.
• Phio Pharmaceuticals Corp. had 10,764,428 shares outstanding as of November 11, 2025, as reported in its Form 10-Q filed on November 13, 2025.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive signal, indicating continued institutional interest and a significant, albeit passive, stake in Phio Pharmaceuticals Corp. The warrant structure suggests potential future capital infusion upon exercise.

Positives

• A significant institutional investor group maintains a substantial stake, potentially indicating confidence in Phio Pharmaceuticals Corp.'s long-term prospects.
• The ownership is primarily through warrants, suggesting a potential future capital inflow to the company upon exercise, subject to the ownership cap.

Negatives

• The 9.99% beneficial ownership limitation on warrant exercise means the investors cannot easily increase their stake beyond this threshold without triggering additional regulatory scrutiny or potentially impacting the company's control structure.

Risks

• The beneficial ownership is primarily through warrants, which may or may not be exercised depending on future stock performance and the 9.99% ownership cap.
• The 9.99% beneficial ownership limitation could restrict the reporting persons' ability to fully capitalize on their investment if the stock price significantly increases and they wish to exercise more warrants.

Future Outlook

This filing does not contain forward-looking statements or guidance regarding Phio Pharmaceuticals Corp.'s operational or financial performance.

Management Comments

• CVI Investments, Inc. and Heights Capital Management, Inc. certify that, to the best of their knowledge and belief, the securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer, other than activities solely in connection with a nomination under Rule 14a-11.

Industry Context

StockSavvy.ai notes that institutional filings like this Schedule 13G provide transparency into significant ownership stakes, which can be a signal of investor interest in the biotechnology or pharmaceutical sector. A 9.9% stake, particularly through warrants, suggests a strategic, long-term interest in Phio Pharmaceuticals Corp. without immediately seeking control, common among funds specializing in growth-stage biotech companies.

Comparison to Industry Standards

• A 9.9% beneficial ownership stake is a substantial position for an institutional investor in a small-cap biotechnology company like Phio Pharmaceuticals Corp., often signaling a belief in the company's pipeline or strategic direction.
• The use of warrants with a beneficial ownership cap (9.99%) is a common strategy for institutional investors to gain exposure and potential upside while avoiding the more stringent reporting requirements and potential 'control person' implications associated with exceeding 10% ownership.
• Compared to activist investors who often acquire larger stakes to influence management, CVI Investments and Heights Capital Management's certification indicates a passive investment intent, aligning with typical fund management strategies for portfolio diversification and long-term growth in specialized sectors.

Stakeholder Impact

• Shareholders: The disclosure of a significant institutional stake may instill confidence and potentially attract further investor interest, but the passive nature of the investment suggests no immediate changes to corporate strategy or governance from these investors.
• Company (Phio Pharmaceuticals Corp.): The existence of warrants held by these investors represents a potential source of future capital if exercised, which could support ongoing operations or development.

Key Dates

Recommendation

The filing indicates a significant, stable institutional ownership stake, primarily through warrants, which suggests a long-term, passive investment interest. While this is a positive signal of confidence, it does not provide new operational or financial performance data to warrant a 'buy' or 'sell' recommendation. The existing position is maintained, awaiting further company-specific developments.

Keywords

Phio Pharmaceuticals, CVI Investments, Heights Capital Management, Schedule 13G, Beneficial Ownership, Warrants, Common Stock, Institutional Investor, Biotechnology, Pharmaceuticals