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Correspondence 0001683168-23-009065 from Phio Pharmaceuticals Corp. (PHIO)

Phio Pharmaceuticals Corp.
Date: Dec. 22, 2023 · CIK: 0001533040 · Accession: 0001683168-23-009065

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File numbers found in text: 333-276146

Date
December 22, 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 December 19, 2023 File No. 333-276146 Request for Acceleration of Effective Date

Dear Mr. Crawford:

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 December 27, 2023, or as soon thereafter as possible.

Please direct any questions or comments concerning this request to Brandon Kinnard of Hogan Lovells US LLP at (303) 454-2477. Also, please notify Mr. Kinnard when this request for acceleration has been granted.

Very truly yours,
PHIO PHARMACEUTICALS CORP.

Show Raw Text
CORRESP
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PHIO PHARMACEUTICALS CORP.

257 Simarano Drive, Suite 101

Marlborough, MA 01752

December 22, 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: Daniel Crawford

  Re:
  Phio Pharmaceuticals Corp.

  Registration Statement on Form S-1

  Filed December 19, 2023

  File No. 333-276146

  Request for Acceleration of Effective Date

Dear Mr. Crawford:

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 December 27, 2023, or as soon thereafter as possible.

Please direct any questions or comments concerning
this request to Brandon Kinnard of Hogan Lovells US LLP at (303) 454-2477. Also, please notify Mr. Kinnard 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 Financial
Officer