SecProbe.io

September 10, 2019
Gerrit Dispersyn
Chief Executive Officer
Phio Pharmaceuticals Corp.
257 Simarano Drive, Suite 101
Marlborough, MA 01752
Re:Phio Pharmaceuticals Corp.
Registration Statement on Form S-1
Filed August 30, 2019
File No. 333-233584
Dear Dr. Dispersyn:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  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 comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-1
General
1.We note that your exclusive jurisdiction provision in your amended and restated
certificate of incorporation identifies the Court of Chancery of the State of Delaware as
the exclusive forum for certain litigation, including any “derivative action.”  Please revise
to describe this provision and disclose whether this provision applies to actions arising
under the Securities Act or Exchange Act.  In that regard, we note that Section 27 of the
Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created by the Exchange Act or the rules and regulations thereunder, and
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts
over all suits brought to enforce any duty or liability created by the Securities Act or the
rules and regulations thereunder.  If the provision applies to Securities Act claims, please

 FirstName LastNameGerrit Dispersyn
 Comapany NamePhio Pharmaceuticals Corp.
 September 10, 2019 Page 2
 FirstName LastName
Gerrit Dispersyn
Phio Pharmaceuticals Corp.
September 10, 2019
Page 2
also revise your prospectus to state that there is uncertainty as to whether a court would
enforce such provision and that investors cannot waive compliance with the federal
securities laws and the rules and regulations thereunder.  If this provision does not apply
to actions arising under the Securities Act or Exchange Act, please also tell us how you
will inform investors in future filings that the provision does not apply to any actions
arising under the Securities Act or Exchange Act.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Donald Field at 202-551-3680 or Justin Dobbie at 202-551-3469 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance