SEC Comment Letter for Phio Pharmaceuticals Corp. (PHIO) (CIK 0001533040) (PHIO) — Dec 5, 2016

Phio Pharmaceuticals Corp. (PHIO) (CIK 0001533040)
Date: Dec. 5, 2016 · CIK: 0001533040 · Accession: 0000000000-16-103537

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Confidence

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Date

December 5, 2016

Author

Joseph McCann

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Phio Pharmaceuticals Corp. (PHIO) (CIK 0001533040)

Letter

December 5, 2016 Geert Cauwenbergh President and Chief Executive Officer RXi Pharmaceuticals Corp. 257 Simarano Drive, Suite 101 Suite Marlborough, MA 01752 RXi Pharmaceuticals Corp. Amendment No. 2 to Registration Statement on Form S-1 Filed November 30, 2016 File No. 333-214199Re: Dear Dr. Cauwenbergh: We have reviewed your amended registration statement and have the following comment. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to the comment, we may have additional comments. Amendment No. 2 to Registration Statement on Form S-1 Exhibits We refer to Exhibit 5.1. Please have counsel revise to opine on the legality of the Class A and Class B units.1. Please contact Joseph McCann at (202) 551-6262 or Mary Beth Breslin at (202) 551- 3625 with any questions. Division of Corporation Finance Office of Healthcare & Insurance

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December 5, 2016
Geert Cauwenbergh
President and Chief Executive Officer
RXi Pharmaceuticals Corp.
257 Simarano Drive, Suite 101
Suite Marlborough, MA 01752
RXi Pharmaceuticals Corp.
Amendment No. 2 to Registration Statement on Form S-1
Filed November 30, 2016
File No. 333-214199Re:
Dear Dr. Cauwenbergh:
         We have reviewed your amended registration statement and have the following
comment.  In some of our comments, we may ask you to provide us with information so we may
better understand your disclosure.
          Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
         After reviewing any amendment to your registration statement and the information you
provide in response to the comment, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-1
Exhibits
We refer to Exhibit 5.1.  Please have counsel revise to opine on the legality of the Class A
and Class B units.1.
         Please contact Joseph McCann at (202) 551-6262 or Mary Beth Breslin at (202) 551-
3625 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance

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