Item 5.07 Submission of Matters to a Vote of Security Holders.

On January 10, 2020, Phio Pharmaceuticals Corp. ("the Company") held a special meeting of its stockholders (the "Special Meeting") (reconvened from the meeting initially called for December 12, 2019). At the Special Meeting, the Company's stockholders voted on a proposal to approve an amendment to the Company's Amended and Restated Certificate of Incorporation to effect a reverse split of the Company's Common Stock, at a ratio of not less than 1-for-2 and not greater than 1-for-70, with the exact ratio and effective time of the reverse stock split to be determined by the Board of Directors as described in the Company's Definitive Proxy Statement, filed on Schedule 14A on November 22, 2019.

The Company had 36,818,956 shares of Common Stock issued and outstanding at the close of business on November 19, 2019, the record date for eligibility to vote at the Special Meeting, and there were present (in person or represented by valid proxy) a total of 20,424,055 shares of Common Stock. The number of votes cast for and against, and the number of abstentions and broker non-votes with respect to the proposal voted upon at the Special Meeting were: 18,643,914 votes "for", 1,702,383 votes "against" and 77,758 votes abstained. There were no broker non-votes regarding this proposal.

The Company is taking steps to implement the reverse stock split. The ratio and effective date of the reverse stock split will be reported on a separate Current Report on Form 8-K.























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