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May 21, 2020
Geritt Dispersyn, Dr.Med.Sc.
Chief Executive Offficer
Phio Pharmaceuticals Corp.
257 Simerano Drive, Suite 101
Marlborough, MA 01752
Re:Phio Pharmaceuticals Corp.
Registration Statement on Form S-1
Filed May 12, 2020
File No. 333-238204
Dear Dr. Dispersyn:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.  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 this comment, we may have additional comments.
Registration Statement on Form S-1, filed on May 12, 2020
General
1.We note that the 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. 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.  With respect to your future filings, we refer to counsel's September
25, 2019 correspondence relating to your Form S-1 filed on August 30, 2019 (File
No. 333-233584).  We note the representation that you would include disclosure in your
next annual report on Form 10-K to reflect that the forum selection provisions do not
apply to actions arising under the Exchange Act, Securities Act, or for any other claim for
which the federal courts have exclusive jurisdiction; however, we do not see this

 FirstName LastNameGeritt  Dispersyn, Dr.Med.Sc.
 Comapany NamePhio Pharmaceuticals Corp.
 May 21, 2020 Page 2
 FirstName LastName
Geritt  Dispersyn, Dr.Med.Sc.
Phio Pharmaceuticals Corp.
May 21, 2020
Page 2
disclosure in your Form 10-K for the fiscal year ended December 31, 2019.

            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 Paul Fischer, Staff Attorney, at 202-551-3415, or Joe McCann, Legal
Branch Chief, at 202-551-6262, with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ryan Murr, Esq.