SCHEDULE: CVI Investments & Heights Capital Disclose 9.9% Phio Stake

Sentiment:

Beneficial Ownership Report


CVI Investments, Inc. and Heights Capital Management, Inc. have jointly disclosed a 9.9% beneficial ownership stake in Phio Pharmaceuticals Corp. common stock.

Summary

  • CVI Investments, Inc. and Heights Capital Management, Inc. (Reporting Persons) have filed a Schedule 13G indicating beneficial ownership of Phio Pharmaceuticals Corp. common stock.
  • The Reporting Persons collectively beneficially own 733,344 shares, representing 9.9% of Phio Pharmaceuticals Corp.'s outstanding common stock.
  • This ownership includes 2,500 common shares and additional shares issuable upon the exercise of warrants.
  • Warrants are subject to limitations, preventing exercise if beneficial ownership would exceed 4.99% or 9.99% of the class.
  • Heights Capital Management, Inc. acts as the investment manager for CVI Investments, Inc. and holds shared voting and dispositive power over the reported shares.

Sentiment

Score: 6

Explanation: The filing is a neutral regulatory disclosure of beneficial ownership. However, the establishment of a significant 9.9% stake by institutional investors can be interpreted as a mildly positive signal of confidence in the issuer, Phio Pharmaceuticals Corp.

Positives

  • A significant institutional investor, CVI Investments, Inc., through its manager Heights Capital Management, Inc., has taken a 9.9% stake in Phio Pharmaceuticals Corp., potentially signaling confidence in the company's future.

Risks

  • The filing itself does not detail company-specific risks for Phio Pharmaceuticals Corp. It only outlines the ownership structure and the limitations on warrant exercise to avoid triggering certain reporting thresholds, which is a standard regulatory compliance measure.

Future Outlook

This filing is a disclosure of beneficial ownership and does not contain any forward-looking statements or guidance regarding Phio Pharmaceuticals Corp.'s future performance or strategic direction.

Management Comments

  • Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over the shares reported as beneficially owned by CVI Investments, Inc. herein.
  • Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
  • The securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ยงยง 240.14a-11.

Industry Context

The disclosure of a significant institutional stake by CVI Investments, Inc. and Heights Capital Management, Inc. in Phio Pharmaceuticals Corp. indicates continued interest from investment funds in the biotechnology or pharmaceutical sector. Such investments can be a vote of confidence in a company's pipeline or market potential, aligning with broader trends of institutional capital seeking opportunities in innovative healthcare companies.

Related Party Transactions

  • Heights Capital Management, Inc. serves as the investment manager to CVI Investments, Inc., exercising shared voting and dispositive power over the reported shares. This is a standard relationship between a fund and its manager.

Stakeholder Impact

  • Shareholders: The disclosure of a significant institutional investor holding a 9.9% stake could be viewed positively, potentially increasing investor confidence and market liquidity.
  • Company Management: Awareness of a large institutional holder may influence strategic decisions, though the filing explicitly states the stake is not for influencing control.

Key Dates

DateDescription
2015-07-16Date of Limited Power of Attorney agreement between CVI Investments, Inc. and Heights Capital Management, Inc.
2025-08-12Date as of which Phio Pharmaceuticals Corp. reported 5,726,750 shares outstanding in its Prospectus (Registration No. 333-289621).
2025-08-27Date Phio Pharmaceuticals Corp.'s Prospectus (Registration No. 333-289621) was filed.
2025-11-03Date of event which required the filing of this Schedule 13G statement.
2025-11-10Date of signing for the Schedule 13G and Joint Filing Agreement.

Recommendation

hold

The filing indicates a significant institutional stake, which can be a positive signal. However, a Schedule 13G is a passive ownership disclosure and does not provide new operational or financial performance data. Without further information on Phio Pharmaceuticals Corp.'s fundamentals or strategic direction, the filing alone suggests maintaining current positions rather than initiating new 'buy' or 'sell' actions, as the impact is primarily informational regarding ownership structure.

Keywords

Phio Pharmaceuticals Corp, CVI Investments, Heights Capital Management, Schedule 13G, Beneficial Ownership, Common Stock, Warrants, Institutional Investment, Equity Stake

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