Phio Pharmaceuticals Corp.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Phio Pharmaceuticals Corp. (the “Company”) held its 2026 Annual Meeting of Stockholders via live webcast (the “Annual Meeting”) on September 28, 2026. At the Annual Meeting, the Company’s stockholders, upon the recommendation of the Company’s Board of Directors, approved an amendment (the “Plan Amendment”) to the amended and restated 2020 Phio Pharmaceuticals Corp. Long Term Incentive Plan (as amended, the “2020 Plan”). The Plan Amendment became effective upon stockholder approval and increased the number of shares of common stock that may be issued thereunder by 1,500,000, to a total of 2,452,017 shares of common stock available for issuance under the 2020 Plan, as described under Proposal No. 3 of the Company’s definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on August 14, 2026 (the “2026 Proxy Statement”), which description is incorporated herein by reference. The foregoing description of the Plan Amendment is qualified in its entirety by reference to the text of the Plan Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders. At the Annual Meeting, the Company’s stockholders voted and: (1) elected each of the six directors to serve until the Company’s 2027 Annual Meeting of Stockholders; (2) ratified the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026; and (3) approved the Plan Amendment to increase the number of shares of common stock available for issuance under the 2020 Plan by 1,500,000. The Company had 11,617,250 shares of common stock issued and outstanding at the close of business on August 4, 2026, the record date for eligibility to vote at the Annual Meeting, and there were present (in person virtually or represented by valid proxy) a total of 5,207,580 shares of common stock at the Annual Meeting. At the Annual Meeting, the Company’s stockholders voted in the following manner with respect to the following proposals: Proposal 1: Election of Directors Nominee Votes Votes Broker For Withheld Non-Votes ─────────────────────────────────────────────────────────────────────────── Robert J. Bitterman 1,341,217 43,266 3,823,097 Patricia A. Bradford 1,338,986 45,497 3,823,097 David H. Deming 1,344,856 39,627 3,823,097 Jonathan E. Freeman, Ph. D. 1,296,890 87,593 3,823,097 Curtis A. Lockshin, Ph. D. 1,344,007 40,476 3,823,097 R. Todd Plott, M.D. 1,347,034 37,449 3,823,097 Proposal 2: Ratification of Auditor Votes Votes Votes Broker For Against Abstained Non-Votes ──────────────────────────────────────────────────────── 5,087,608 88,779 31,193 - Proposal 3: Amendment and Restatement of the 2020 Phio Pharmaceuticals Corp. Long Term Incentive Plan Votes Votes Votes Broker For Against Abstained Non-Votes ──────────────────────────────────────────────────────── 1,155,945 194,070 34,468 3,823,097 Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 10.1 Amendment No. 1 to Phio Pharmaceuticals Corp. 2020 Corp. Long Term Incentive Plan, as amended and restated. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).