Correspondence 0001683168-23-002979 from Phio Pharmaceuticals Corp. (PHIO)

Phio Pharmaceuticals Corp.
Date: May 5, 2023 · CIK: 0001533040 · Accession: 0001683168-23-002979

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File numbers found in text: 333-271521

Date

May 5, 2023

Author

Robert J. Bitterman

Form

CORRESP

Company

Phio Pharmaceuticals Corp.

Letter

VIA EDGAR Office of Life Sciences Division of Corporation Finance Registration Statement on Form S-1 Filed April 28, 2023 File No. 333-271521 Request for Acceleration of Effective Date

Dear Ms. Gama:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Phio Pharmaceuticals Corp. hereby requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement on Form S-1 and declare such Registration Statement effective as of 4:00 p.m., Eastern Time, on May 9, 2023, or as soon thereafter as possible.

Please direct any questions or comments concerning this request to Steven Abrams of Hogan Lovells US LLP at (267) 675-4671. Also, please notify Mr. Abrams when this request for acceleration has been granted.

Very truly yours,
PHIO PHARMACEUTICALS CORP.

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CORRESP
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filename1.htm

PHIO PHARMACEUTICALS CORP.

257 Simarano Drive, Suite 101

Marlborough, MA 01752

May 5, 2023

VIA EDGAR

Office of Life Sciences

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Doris Stacey Gama

  Re:
  Phio Pharmaceuticals Corp.

  Registration Statement on Form S-1

  Filed April 28, 2023

File No.
333-271521

  Request for Acceleration of Effective Date

Dear Ms. Gama:

Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended, Phio Pharmaceuticals Corp. hereby requests that the Securities and Exchange Commission accelerate
the effective date of the above-referenced Registration Statement on Form S-1 and declare such Registration Statement effective as of
4:00 p.m., Eastern Time, on May 9, 2023, or as soon thereafter as possible.

Please direct any questions or comments concerning
this request to Steven Abrams of Hogan Lovells US LLP at (267) 675-4671. Also, please notify Mr. Abrams when this request for acceleration
has been granted.

  Very truly yours,

  PHIO PHARMACEUTICALS CORP.

  By:
  /s/ Robert J. Bitterman

  Name:
  Robert
J. Bitterman

  Title:
  President and Chief Executive
Officer

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