SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 20th, 2024 • Phio Pharmaceuticals Corp. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 19, 2024, by and between Phio Pharmaceuticals Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SERIES E COMMON STOCK PURCHASE WARRANT Phio Pharmaceuticals Corp.Security Agreement • December 20th, 2024 • Phio Pharmaceuticals Corp. • Pharmaceutical preparations • New York
THIS SERIES E COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 20, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Phio Pharmaceuticals Corp., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Phio Pharmaceuticals Corp.Placement Agent Agreement • December 20th, 2024 • Phio Pharmaceuticals Corp. • Pharmaceutical preparations • New York
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 19, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Phio Pharmaceuticals Corp., a Delaware corporation (the “Company”), up to _________________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain engagement letter, dated as of June 27, 2024, as amended, by and between the Company and H.C. Wainwright & Co., LLC.
