--- title: "Phio Pharmaceuticals warrant inducement brings in approximately $12.6 million" url: "https://aibio.space/news/phio-pharmaceuticals-warrant-inducement-brings-approximately-12-6/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2025-11-06" section: "Financings" tickers: "NASDAQ:PHIO" source: "https://www.sec.gov/Archives/edgar/data/1533040/000143774925033600/phio20251029_8k.htm" summary: "Holders exercised existing warrants, most at a reduced $2.05 per share, in return for new Series A Warrants. Phio expects total gross proceeds of approxima" --- By the aibio.space news desk. Sources - [Phio Pharmaceuticals Corp. Form 8-K filed November 6, 2025 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1533040/000143774925033600/phio20251029_8k.htm) - [Phio Pharmaceuticals Corp. Form 10-K filed March 31, 2025: business overview and signatures (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1533040/000168316825002134/phio_i10k-123124.htm) [PHIO](https://aibio.space/companies/phio-pharmaceuticals/) 2025-11-06 # Phio Pharmaceuticals warrant inducement brings in approximately $12.6 million at initial closings Tickers [PHIO](https://aibio.space/companies/phio-pharmaceuticals/) Holders exercised existing warrants, most at a reduced $2.05 per share, in return for new Series A Warrants. Phio expects total gross proceeds of approximately $13.4 million before fees. ## Key facts - **Company**: Phio Pharmaceuticals Corp. (NASDAQ: PHIO) - **News type**: Financings - **Primary source**: [Phio Pharmaceuticals Corp. Form 8-K filed November 6, 2025 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1533040/000143774925033600/phio20251029_8k.htm) *A meeting room with a long table and a screen. CC0, via rawpixel. The picture shows the field, not the companies named.* Phio Pharmaceuticals Corp. (Nasdaq: [PHIO](https://aibio.space/companies/phio-pharmaceuticals/)) received gross proceeds of approximately $12.6 million at the initial closings of a warrant inducement, in which certain holders exercised existing warrants for cash in return for new warrants. The company expects total gross proceeds of approximately $13.4 million before placement agent fees and offering expenses, according to a [Form 8-K filed November 6, 2025](https://www.sec.gov/Archives/edgar/data/1533040/000143774925033600/phio20251029_8k.htm). ## What the filing says On November 3, 2025, Phio entered into inducement letter agreements with the holders. In this inducement, holders exercise warrants in return for new warrants, and most also get a reduced exercise price. The agreements cover the exercise of warrants for an aggregate of 5,663,182 shares of common stock. Those warrants were originally issued in July 2024, December 2024, January 2025 and July 2025, with exercise prices between $2.00 and $5.45 per share. Under the agreements, warrants for 60,000 shares were exercised at $2.00, and warrants for 948,596 shares were exercised at $2.485. Warrants for 4,654,586 shares were, or will be, exercised at a reduced price of $2.05 per share. ## The new warrants In return, Phio agreed to issue the holders new unregistered Series A Warrants to purchase an aggregate of up to 11,326,364 shares of common stock. The holders pay an additional $0.125 per new warrant, or an aggregate of $1,415,795.50 for all of them. The new warrants have an exercise price of $2.05 per share and can be exercised immediately on issuance. Their term is twenty-four months from the effective date of a resale registration statement, which Phio agreed to file within 20 calendar days of the date of the agreements. ## Closings and proceeds The offering closes in tranches. At the initial closings on November 4 and November 6, 2025, holders exercised an aggregate of 5,313,182 existing warrants. Of those, 60,000 were exercised at $2.00, 948,596 at $2.485 and 4,304,586 at the reduced $2.05. Gross proceeds from the initial closings were approximately $12.6 million, and Phio issued new warrants for up to 10,626,364 shares. Additional closings are expected by November 18, 2025, subject to customary closing conditions. They cover 350,000 existing warrants at $2.05, and Phio will issue new warrants for up to 700,000 shares. ## Placement agent H.C. Wainwright & Co., LLC is the exclusive placement agent on a reasonable best-efforts basis, under an engagement letter dated June 27, 2024, as amended. Phio will pay Wainwright a cash fee of 7.5% of the gross proceeds from the exercise of the existing warrants and a management fee of 1.0%. Phio also agreed to pay $35,000 for non-accountable expenses, $50,000 for accountable expenses and $15,950 for clearing fees. As further compensation, Phio agreed to issue Wainwright or its designees placement agent warrants for up to an aggregate of 424,739 shares of common stock. Of those, 4,500 have an exercise price of $2.8125, 349,094 have an exercise price of $2.875 and 71,145 have an exercise price of $3.4188. Each carries a term of twenty-four months from the effective date of the resale registration statement. ## About the company In its [Form 10-K filed March 31, 2025](https://www.sec.gov/Archives/edgar/data/1533040/000168316825002134/phio_i10k-123124.htm), Phio described itself as a clinical stage biotechnology company whose proprietary INTASYL small interfering RNA gene silencing technology is designed to make immune cells more effective in killing tumor cells. Its compound PH-762 is designed to reduce the expression of cell death protein 1 (PD-1) and was being evaluated in a U.S. multi-center Phase 1b dose-escalating trial. ## Cash needs and dilution The 10-K warned that Phio has limited cash resources, has reported recurring losses from operations since inception and negative operating cash flows, and has not yet received product revenues. It said these factors raise substantial doubt regarding its ability to continue as a going concern. Net cash used in operating activities was $7,112 thousand for 2024, against $10,749 thousand for 2023. The inducement brings cash in, but it also adds warrants for up to 11,326,364 shares at $2.05, on top of the shares issued on exercise. President and Chief Executive Officer Robert J. Bitterman signed the 8-K. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story PHIO Phio Pharmaceuticals Corp. NASDAQ ยท United States Open the starter desk ## More in Financings Financings ### [INmune Bio raises $4.50 million in registered direct offering with warrants](https://aibio.space/news/inmune-bio-raises-4-50-million-registered-direct-offering-warrants/) Oct 29, 2026 Financings ### [Lexeo Therapeutics files $300 million shelf registration](https://aibio.space/news/lexeo-therapeutics-files-300-million-shelf-registration/) Oct 29, 2026 Financings ### [ProKidney files $650 million shelf with $200 million Jefferies sales program](https://aibio.space/news/prokidney-files-650-million-shelf-200-million-jefferies-sales-program/) Oct 29, 2026 --- Source page: https://aibio.space/news/phio-pharmaceuticals-warrant-inducement-brings-approximately-12-6/. Facts in aibio.space stories are checked against company filings and releases; opinion is labelled. Cite as: aibio.space, "Phio Pharmaceuticals warrant inducement brings in approximately $12.6 million", 2025-11-06, https://aibio.space/news/phio-pharmaceuticals-warrant-inducement-brings-approximately-12-6/