10-Q: Phio Pharmaceuticals Secures $12.1M, Advances PH-762 Trial

Sentiment:

Quarterly Report


Phio Pharmaceuticals Corp. reports increased cash reserves and progress in its PH-762 clinical trial, bolstered by recent financing activities, while deferring its PH-894 program.

Delay expectedThe IND submission for PH-894 has been deferred due to the reprioritization to advance the clinical trial with PH-762 in the U.S.
Capital raiseOn November 3, 2025, the company entered into inducement letter agreements for the November 2025 Financing, involving the exercise of 5,663,182 existing warrants for cash.Warrants were exercised at existing exercise prices ($2.00, $2.485) or a reduced exercise price ($2.05).In consideration, the company agreed to issue new unregistered twenty-four month Series A Warrants to purchase an aggregate of up to 11,326,364 shares of common stock at an exercise price of $2.05, plus an additional $0.125 per new warrant (aggregate $1.4 million).The gross proceeds from the November 2025 Financing are approximately $13.4 million, with anticipated net proceeds of $12.1 million after deducting placement agent fees and offering expenses of $1.3 million.$11.5 million of the net proceeds from the November 2025 Financing has been received, with the remainder expected by November 18, 2025.An aggregate of 1,302,822 shares of common stock were held in abeyance due to beneficial ownership limitations, with 800,000 of these subsequently released.The company also completed several financings in July 2024, December 2024, and January 2025, raising significant capital through common stock and warrant issuances.

Summary

  • Phio Pharmaceuticals Corp. is a clinical-stage biopharmaceutical company focused on immuno-oncology therapeutics using its proprietary INTASYL siRNA technology.
  • The company reported a net loss of $2.392 million for the three months ended September 30, 2025, compared to $1.524 million for the same period in 2024.
  • For the nine months ended September 30, 2025, the net loss was $6.327 million, an increase from $5.524 million in the prior year period.
  • Cash and cash equivalents increased to $10.705 million as of September 30, 2025, from $5.382 million at December 31, 2024.
  • Research and development expenses rose by $537,000 to $1.181 million for the three months ended September 30, 2025, primarily due to increased clinical trial and CMC costs for the PH-762 program and R&D personnel costs.
  • General and administrative expenses increased by $400,000 to $1.324 million for the three months ended September 30, 2025, driven by outsourced professional services and RSU compensation.
  • The Phase 1b clinical trial for PH-762 in cutaneous squamous cell carcinoma (cSCC), melanoma, and Merkel cell carcinoma showed promising results, with 100% tumor clearance in one of three patients in the fifth cohort, >90% in a second, and >50% in a third.
  • Cumulative pathologic response in 16 cSCC patients included six with complete response (100% clearance), two with near complete response (>90%), and two with partial response (>50%).
  • PH-762 has been well tolerated with no dose-limiting toxicities or clinically relevant treatment-emergent adverse effects reported.
  • The company terminated its clinical co-development agreement with AgonOx in May 2024, settling all future obligations with a final payment of $34,320 in March 2025.
  • IND-enabling studies for PH-894 are complete, but its IND submission has been deferred to prioritize the PH-762 clinical trial.
  • The company has 59 issued patents, with 53 covering its INTASYL platform, and 23 pending patent applications, with expirations ranging from 2029 to 2044.
  • A 1-for-9 reverse stock split was completed on July 5, 2024.
  • As of November 11, 2025, Phio Pharmaceuticals Corp. had 10,764,428 shares of common stock outstanding.

Sentiment

Score: 7

Explanation: The company has significantly improved its liquidity position, alleviating going concern doubts, and reported encouraging early clinical data for its lead candidate PH-762. However, it continues to incur substantial losses, and the deferral of PH-894 indicates resource constraints and strategic prioritization.

Positives

  • Cash and cash equivalents significantly increased to $10.705 million by September 30, 2025, from $5.382 million at December 31, 2024, further bolstered by a subsequent $12.1 million net capital raise.
  • The company has alleviated previous 'going concern' doubts due to recent financing activities, providing sufficient cash to fund operations for at least 12 months.
  • PH-762 Phase 1b clinical trial shows encouraging efficacy, with 100% tumor clearance in one patient and significant clearance in others within the fifth cohort, and a cumulative 6 complete responses in 16 cSCC patients.
  • PH-762 demonstrated a favorable safety profile with no dose-limiting toxicities or clinically relevant treatment-emergent adverse effects.
  • A drug substance development services agreement was signed in July 2025 for cGMP manufacture of PH-762 clinical supplies, indicating progress towards later-stage development.
  • The company maintains a robust intellectual property portfolio with 59 issued patents and 23 pending applications, protecting its INTASYL platform and compounds.

Negatives

  • Net loss increased to $2.392 million for the three months ended September 30, 2025, from $1.524 million in the prior year, and to $6.327 million for the nine months, from $5.524 million.
  • Operating expenses increased significantly, with R&D up 83% and G&A up 40% for the three-month period, reflecting higher costs without corresponding revenue.
  • The IND submission for PH-894 has been deferred due to reprioritization, potentially delaying the development of this pipeline candidate.
  • Six cSCC patients and one metastatic melanoma patient in the PH-762 trial showed a pathologic non-response (<50% clearance).

Risks

  • Dependence on the success of INTASYL technology and product candidates, which are unproven and may not lead to approved products.
  • Product candidates are in early stages of development, with potential for significant delays, failure to advance, or inability to identify additional candidates.
  • Disruptions at the FDA (e.g., workforce reduction, inadequate funding) could prevent normal functions, negatively impacting the business.
  • Potential for delays or difficulties in identifying and enrolling subjects in clinical trials, leading to delays in data generation and regulatory approvals.
  • Topline data may not accurately reflect or may materially differ from complete clinical trial results.
  • Reliance on third parties for the manufacture of clinical supply for product candidates.
  • Risk of computer system failures, cyberattacks, or cybersecurity deficiencies impacting business and operations.
  • Dependence on owned patents and licensed technologies; failure to maintain patents or loss of licensing rights could harm product development.
  • Requires substantial additional funds to complete research and development activities.
  • Future financing may involve debt or equity issuance, potentially diluting stockholders or adversely affecting the business.
  • Changes in U.S. and international trade policies may adversely impact business and operating results, including product supply disruptions and increased costs.
  • Inability to maintain compliance with Nasdaq Capital Market continued listing requirements, particularly the minimum bid price, which could lead to delisting.
  • The price of common stock has been and may continue to be volatile.

Future Outlook

The company expects to continue incurring substantial operating losses for several years as it develops product candidates and seeks marketing approval. It anticipates significant sales, marketing, and manufacturing expenses if product candidates receive approval. The company will also incur costs related to corporate governance and public reporting. Additional funding will be required to sustain future operations, and while past capital raises have been successful, future availability and terms are not assured. The company will continue to assess cash and funding requirements due to the uncertainties of preclinical and clinical development. The IND submission for PH-894 has been deferred to prioritize the PH-762 clinical trial.

Management Comments

  • We are committed to discovering and developing innovative cancer treatments for patients by creating new pathways toward a cancer-free future.
  • Expense reductions have been redirected to funding the Phase 1b clinical trial with PH-762.
  • We believe these data further support the potential for PH-762 to provide a strong local immune response without the dose immune-related adverse effects seen with systemic antibody therapy.
  • Due to INTASYL's ease of administration, we have shown that our compounds can easily be incorporated into current Adoptive Cell Therapy (ACT) manufacturing processes.
  • We believe our INTASYL compounds can improve these immune cells to make them more effective in killing cancer.
  • What sets PH-894 apart is its dual mechanism: PH-894 suppression of BRD4 in T cells results in T cell activation, and suppression of BRD4 in tumor cells results in tumors becoming more sensitive to being killed by T cells.
  • These preclinical data indicate that PH-894 can reprogram T cells and other cells in the tumor microenvironment to provide enhanced immunotherapeutic activity.
  • We expect that our cash and cash equivalents will enable us to fund our current operating plan for at least 12 months from the date these financial statements are issued.

Industry Context

Phio Pharmaceuticals operates in the highly competitive and capital-intensive immuno-oncology space, leveraging its proprietary INTASYL siRNA technology. The focus on PH-762, designed to reduce PD-1 expression, aligns with the clinically validated target of PD-1 in cancer immunotherapy, a significant area of research and development. The deferral of PH-894, while a strategic reprioritization, highlights the challenges smaller biopharmaceutical companies face in balancing multiple pipeline assets against limited resources. The company's ability to secure substantial financing, despite recurring losses, indicates investor confidence in its technology and clinical progress, a common trend for promising early-stage biotech firms.

Comparison to Industry Standards

  • The company's PH-762 Phase 1b trial results, showing complete or near-complete tumor clearance in a significant portion of cSCC patients, are encouraging for an early-stage immunotherapy, especially given the absence of dose-limiting toxicities. While direct comparisons to specific competitor trials are not provided, such early-stage efficacy and safety data are critical for advancing drug candidates in the competitive immuno-oncology landscape.
  • The company's reliance on frequent equity and warrant financings is typical for clinical-stage biopharmaceutical companies that have not yet generated product revenue. The terms of these financings, including reduced exercise prices for warrants and issuance of new warrants, reflect common strategies to attract capital in the biotech sector, often leading to significant shareholder dilution.
  • The termination of the AgonOx collaboration, while ending financial obligations, also means the company foregoes potential future development milestones and royalty payments, which is a common outcome in early-stage biotech partnerships that do not meet initial expectations or strategic shifts occur.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Not specified (key personnel)Robert InfarinatoNA2025-08-11Separation Agreement and General Release of Claims

Stakeholder Impact

  • **Shareholders:** Experience significant dilution from multiple equity and warrant financings, but the capital raises have alleviated going concern risk and extended the cash runway. Positive early clinical data for PH-762 could increase long-term value, but continued losses and deferral of PH-894 present ongoing risks.
  • **Employees:** Headcount reduction by greater than 50% in discovery research personnel as part of a cost rationalization program. Stock-based compensation remains a component of overall compensation.
  • **Customers (future patients):** Potential benefit from the development of PH-762 as an innovative cancer treatment, with promising early safety and efficacy data.
  • **Creditors:** Improved liquidity position reduces immediate credit risk, but recurring losses indicate continued reliance on external funding.
  • **Suppliers/Manufacturers:** Engagement with a U.S. manufacturing company for PH-762 clinical supplies indicates ongoing business, but changes in trade policies could impact foreign vendors.

Next Steps

  • Continue to screen and treat additional patients as part of the fifth cohort in the PH-762 Phase 1b clinical trial.
  • Advance the PH-762 program, including ongoing analytical and process development and cGMP manufacture of clinical supplies.
  • Finalize study reports required for an IND submission for PH-894, with the submission currently deferred.
  • Seek additional funding to sustain future operations, potentially through equity, debt, or strategic partnerships.
  • Monitor and maintain compliance with Nasdaq Capital Market listing requirements.

Key Dates

DateDescription
2021-02-28Company entered into a clinical co-development collaboration agreement with AgonOx, Inc.
2024-03-24Lease for former corporate headquarters and primary laboratory expired.
2024-03-01Company commenced a lease for a laboratory facility in Worcester, Massachusetts.
2024-05-16Company entered into a purchase agreement with Triton Funds LP for up to 95,833 shares of Common Stock.
2024-05-28Amendment date for the Engagement Agreement with H.C. Wainwright & Co., LLC.
2024-07-03Company terminated the Purchase Agreement with Triton Funds LP.
2024-07-05Effective date of the 1-for-9 reverse stock split.
2024-07-11Company entered into inducement letter agreements for the July 2024 Financing.
2024-08-11Separation Agreement and General Release of Claims with Robert Infarinato.
2024-12-19Company entered into a securities purchase agreement for the December 19, 2024 Offerings and an amendment date for the Engagement Agreement.
2024-12-23Company entered into a securities purchase agreement for the December 23, 2024 Offerings.
2025-01-13Company entered into a securities purchase agreement for the January 13, 2025 Offerings.
2025-01-14Company entered into a securities purchase agreement for the January 14, 2025 Offerings.
2025-01-16Company entered into a securities purchase agreement for the January 16, 2025 Offerings.
2025-03-01Company contracted with LifeSciences PA for access to full working space.
2025-03-21Company made the remaining payment of $34,320 to AgonOx, settling all future obligations.
2025-07-04The One Big Beautiful Bill Act (OBBBA) was enacted in the U.S.
2025-07-25Company entered into inducement letter agreements for the July 2025 Financing.
2025-09-30End of the quarterly reporting period.
2025-10-23Amendment date for the Engagement Agreement with H.C. Wainwright & Co., LLC.
2025-11-03Company entered into inducement letter agreements for the November 2025 Financing.
2025-11-04Issue Date and Initial Exercise Date for the Placement Agent Common Stock Purchase Warrant.
2025-11-11Date of common stock outstanding count (10,764,428 shares).
2025-11-13Date of filing of the Quarterly Report on Form 10-Q.
2025-11-18Expected date for receipt of remaining proceeds from the November 2025 Financing.
2026-12-15Effective date for ASU 2024-03 for annual reporting periods.
2027-01-14Expiration date for Series G Warrants.
2027-01-15Expiration date for Series H Warrants.
2027-01-19Expiration date for Series I Warrants.
2027-12-15Effective date for ASU 2024-03 for interim reporting periods.
2029-12-19Expiration date for certain Placement Agent Warrants.
2029-12-20Expiration date for Series E Warrants.
2029-12-23Expiration date for certain Placement Agent Warrants.
2029-12-24Expiration date for Series F Warrants.

Recommendation

hold

Phio Pharmaceuticals has demonstrated promising early clinical data for PH-762 and significantly improved its liquidity through recent financings, alleviating immediate going concern risks. This provides a runway for continued development. However, the company still faces substantial operating losses, ongoing dilution from capital raises, and the deferral of its PH-894 program. While the PH-762 data is encouraging, it is still early-stage, and the path to commercialization is long and uncertain. The stock remains speculative, suitable for investors with a high-risk tolerance who believe in the long-term potential of the INTASYL platform, but the current stage of development and financial profile warrant a 'hold' rather than a 'buy' for broader investment portfolios, awaiting further clinical milestones and a clearer path to profitability.

Keywords

Phio Pharmaceuticals, INTASYL, siRNA, Immuno-oncology, Cancer treatment, PH-762, Clinical trial, Phase 1b, Cutaneous squamous cell carcinoma, Melanoma, Merkel cell carcinoma, PH-894, BRD4, Warrants, Capital raise, SEC filing, Biopharmaceutical, Drug development, Nasdaq

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