Correspondence 0001683168-25-000550 from Phio Pharmaceuticals Corp. (PHIO)

Phio Pharmaceuticals Corp.
Date: Jan. 27, 2025 · CIK: 0001533040 · Accession: 0001683168-25-000550

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File numbers found in text: 333-284381

Date

January 27, 2025

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 January 21, 2025 File No. 333-284381 Request for Acceleration of Effective Date

Dear Ms. Sheppard:

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 January 28, 2025, or as soon thereafter as possible.

Please direct any questions or comments concerning this request to Amanda Brown of Hogan Lovells US LLP at (267) 675-4683. Also, please notify Ms. Brown 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.

11 Apex Drive, Suite 300A, PMB 2006

Marlborough, MA 01752

January 27, 2025

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: Tamika Sheppard

  Re:
  Phio Pharmaceuticals Corp.

  Registration Statement on Form S-1

  Filed January 21, 2025

  File No. 333-284381

  Request for Acceleration of Effective Date

Dear Ms. Sheppard:

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 January 28, 2025, or as soon thereafter as possible.

Please direct any questions
or comments concerning this request to Amanda Brown of Hogan Lovells US LLP at (267) 675-4683. Also, please notify Ms. Brown when this
request for acceleration has been granted.

    Very truly yours,

    PHIO PHARMACEUTICALS CORP.

    By:
    /s/ Robert J. Bitterman

    Name:

Title:
    Robert J. Bitterman
President and Chief Executive Officer

cc: Amanda
Brown, Hogan Lovells US LLP

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