Exhibit 10.2

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of the _____ day of ________, 20__ by and between Phio Pharmaceuticals Corp., a Delaware corporation (the “Company”) and __________ (the “Indemnitee”).

RECITALS

A. The Company’s board of directors (the “Board”) has determined that the increasing difficulty in attracting and retaining qualified persons as directors and officers is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be adequate certainty of protection through insurance and indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the Company.

B. Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”) empowers the Company by agreement to indemnify and advance expenses to its officers, directors, employees and agents and to indemnify and advance expenses to persons who serve, at the request of the Company, as directors, officers, employees or agents of other corporations or enterprises, and expressly provides that the indemnification and advancement of expenses provided by Section 145 is not exclusive.

C. The Company has adopted provisions in its Certificate of Incorporation and Bylaws providing for mandatory indemnification of its officers and directors to the fullest extent permitted by applicable law, subject to certain limitations specified in the Certificate of Incorporation and Bylaws, and the Company wishes to clarify and enhance the rights and obligations of the Company and the Indemnitee with respect to indemnification.

D. To induce and encourage highly experienced and capable persons such as the Indemnitee to serve and continue to serve as directors and officers of the Company and in other capacities with respect to the Company and its affiliates, and to otherwise promote the desirable end that such persons will resist what they consider unjustified lawsuits and claims made against them in connection with the good faith performance of their duties to the Company, with the knowledge that certain costs, judgments, liabilities and expenses incurred by them in their defense of such litigation are to be borne by the Company, the Board has determined that this Agreement is reasonable and prudent to promote and ensure the best interests of the Company and its stockholders.

AGREEMENT

NOW, THEREFORE, in consideration of the Indemnitee’s service as a director or officer of the Company, or service at the Company’s request as a director, officer, employee or agent of other corporations or enterprises, after the date hereof, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties to this Agreement, intending to be legally bound, agree as follows:

1. Service by Indemnitee. The Indemnitee will serve and/or continue to serve as a director or officer of the Company faithfully and to the best of the Indemnitee’s ability so long as the Indemnitee is duly elected or appointed and until such time as the Indemnitee is removed, terminated or resigns.

2. Indemnification.

(a) General. The Company shall indemnify the Indemnitee (i) as provided in this Agreement and (ii) subject to the provisions of this Agreement, to the fullest extent and in a manner permitted by applicable law.

(b) Proceedings Other Than Proceedings by or in the Right of the Company. Except as provided in Section 4, the Indemnitee shall be entitled to the rights of indemnification provided in this Section 2(b) if, by reason of the Indemnitee’s Corporate Status, the Indemnitee is or was, or is or was threatened to be made, a party to, or is or was otherwise involved in, a Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. The Indemnitee shall be indemnified pursuant to and in accordance with this Section 2(b) against all Losses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection with such a Proceeding or any claim, issue or matter therein, but only if the Indemnitee acted in good faith and in a manner that the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.

(c) Proceedings by or in the Right of the Company. Except as provided in Section 4, the Indemnitee shall be entitled to the rights of indemnification provided in this Section 2(c) if, by reason of the Indemnitee’s Corporate Status, the Indemnitee is or was, or is or was threatened to be made, a party to, or is or was otherwise involved in, a Proceeding brought by or in the right of the Company to procure a judgment in its favor. The Indemnitee shall be indemnified pursuant to and in accordance with this Section 2(c) against all Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection with such a Proceeding or any claim, issue or matter therein, but only if the Indemnitee acted in good faith and in a manner that the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, that no indemnification for such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged liable to the Company, except to the extent (and only to the extent) that the Court of Chancery of the State of Delaware (the “Delaware Chancery Court”) or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses that the Delaware Chancery Court or such other court shall deem proper. Notwithstanding anything to the contrary in this Agreement, if the Indemnitee, by reason of the Indemnitee’s Corporate Status, is or was, or is or was threatened to be made, a party to any Proceeding by or in the right of the Company to procure a judgment in its favor, then the Company shall not indemnify the Indemnitee for any judgment, penalty, fines or amounts paid in settlement to the Company in connection with such Proceeding.

(d) Indemnification for Expenses if Indemnitee is Wholly or Partly Successful. Notwithstanding anything to the contrary in this Agreement, to the extent that the Indemnitee, by reason of the Indemnitee’s Corporate Status, is or was, or is or was threatened to be made, a party to any Proceeding and is successful, on the merits or otherwise, in defending such Proceeding (including dismissal without prejudice), the Indemnitee shall be indemnified to the maximum extent permitted by law against all Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection with the defense of such Proceeding. If the Indemnitee is not wholly successful in defending any such Proceeding but is successful, on the merits or otherwise, in defending one or more but less than all of the claims, issues or matters in such Proceeding (including dismissal without prejudice of certain claims), the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in defending each such successfully resolved claim, issue or matter. To the extent the Indemnitee has been successful, on the merits or otherwise, in defending any Proceeding, or in defending any claim, issue or matter therein, the Indemnitee shall be entitled to indemnification as provided in this Section 2(d) regardless of whether the Indemnitee met the standards of conduct set forth in Sections 2(b) and 2(c).

(e) Indemnification for Expenses as a Witness. Notwithstanding anything to the contrary in this Agreement, to the fullest extent permitted by applicable law, to the extent that the Indemnitee, by reason of the Indemnitee’s Corporate Status, is or was, or is or was threatened to be made, a witness in any Proceeding to which the Indemnitee is not a party, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection therewith. To the extent permitted by applicable law, the Indemnitee shall be entitled to indemnification for Expenses incurred in connection with being, or being threatened to be made, a witness, as provided in this Section 2(e), regardless of whether the Indemnitee met the standards of conduct set forth in Sections 2(b) and 2(c).

(f) Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some portion of the Losses actually and reasonably incurred by the Indemnitee in a Proceeding, but not for the total amount thereof, the Company shall indemnify the Indemnitee for the portion of such Losses to which the Indemnitee is entitled.

3. Advancement of Expenses. Notwithstanding anything to the contrary in this Agreement, but subject to Section 4, if, by reason of the Indemnitee’s Corporate Status, the Indemnitee is or was, or is or was threatened to be made, a party to, is or was otherwise involved in, or is or was, or is or was threatened to be made, a witness in any Proceeding (including a Proceeding brought by or in the right of the Company to procure a judgment in its favor), then the Company shall advance all Expenses actually and reasonably incurred by or on behalf of the Indemnitee in connection with any such Proceeding in advance of the final disposition of such Proceeding within thirty (30) calendar days after the receipt by the Company of a written request for such advance or advances from time to time. Such written request shall include or be accompanied by a statement or statements reasonably evidencing the Expenses incurred by or on behalf of the Indemnitee and for which advancement is requested. The Indemnitee hereby undertakes to repay to the Company any advances of Expenses pursuant to this Section 3 if and to the extent that it shall ultimately be determined by final judicial decision from which there is no further right to appeal that the Indemnitee is not entitled to be indemnified against such Expenses under this Agreement or otherwise. Any advances and undertakings to repay pursuant to this Section 3 shall be unsecured and interest free. The Indemnitee shall be entitled to advancement of Expenses as provided in this Section 3 regardless of any determination by or on behalf of the Company that the Indemnitee has not met the standards of conduct set forth in Sections 2(b) and 2(c).

4. Proceedings Against the Company; Certain Securities Laws Claims.

(a) Notwithstanding anything to the contrary in Section 2 or Section 3, except as provided in Section 7(d), with respect to a Proceeding initiated against the Company by the Indemnitee (whether initiated by the Indemnitee in or by reason of such person’s capacity as an officer or director of the Company or in or by reason of any other capacity, including as an employee or agent of the Company or a director, officer, employee or agent of Another Enterprise), the Company shall not be required to indemnify or advance Expenses to the Indemnitee in connection with prosecuting such Proceeding (or any part thereof) or in defending any counterclaim, cross-claim, affirmative defense or like claim of the Company in such Proceeding (or any part thereof) unless such Proceeding was authorized by the Board. For purposes of this Section 4, a compulsory counterclaim by the Indemnitee against the Company in connection with a Proceeding initiated against the Indemnitee by the Company shall not be considered a Proceeding (or part thereof) initiated against the Company by the Indemnitee, and the Indemnitee shall have all rights of indemnification and advancement with respect to any such compulsory counterclaim in accordance with and subject to the terms of this Agreement.

(b) Notwithstanding anything to the contrary in Section 2 (other than Section 2(d)) or Section 3), except as provided in Section 2(d) with respect to indemnification of Expenses in connection with whole or partial success on the merits or otherwise in defending any Proceeding, the Company shall not be required to indemnify the Indemnitee in connection with any claim made against the Indemnitee for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or similar provisions of state statutory law or common law or (ii) any reimbursement of the Company by the Indemnitee for any bonus or other incentive-based or equity-based compensation or for any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by the Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act).

5. Procedure for Determination of Entitlement to Indemnification; Independent Counsel.

(a) To obtain indemnification under this Agreement, the Indemnitee shall submit to the Company (following the final disposition of the applicable Proceeding) a written request for indemnification, including therein or therewith, except to the extent previously provided to the Company in connection with a request or requests for advancement pursuant to Section 3, a statement or statements reasonably evidencing all Losses incurred or paid by or on behalf of the Indemnitee and for which indemnification is requested. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that the Indemnitee has requested indemnification.

(b) Upon written request by the Indemnitee for indemnification pursuant to the first sentence of Section 5(a), if required by applicable law and to the extent not otherwise provided in Section 2(d) of this Agreement, a determination with respect to the Indemnitee’s entitlement to indemnification shall be made in the specific case as follows: (i) if a Change in Control shall have occurred and if so requested in writing by the Indemnitee, by Independent Counsel in a written opinion to the Board; or (ii) if a Change in Control shall not have occurred (or if a Change in Control shall have occurred but the Indemnitee shall not have requested that indemnification be determined by Independent Counsel as provided in clause (i) of this Section 5(b)), (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors, or if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board or (D) by the Company’s stockholders in accordance with applicable law. Notice in writing of any determination as to the Indemnitee’s entitlement to indemnification shall be delivered to the Indemnitee promptly after such determination is made, and if such determination of entitlement to indemnification has been made by Independent Counsel in a written opinion to the Board, then such notice shall be accompanied by a copy of such written opinion. If it is determined that the Indemnitee is entitled to indemnification, then payment to the Indemnitee of all amounts to which the Indemnitee is determined to be entitled shall be made within thirty (30) calendar days after such determination. If it is determined that the Indemnitee is not entitled to indemnification, then the written notice to the Indemnitee (or, if such determination has been made by Independent Counsel in a written opinion, the copy of such written opinion delivered to the Indemnitee) shall disclose the basis of such determination. The Indemnitee shall cooperate with the person, persons or entity making the determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to the Indemnitee and reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification.

(c) If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 5(b), the Independent Counsel shall be selected as provided in this Section 5(c). If a Change in Control shall not have occurred (or if a Change in Control shall have occurred but the Indemnitee shall not have requested that indemnification be determined by Independent Counsel as provided in clause (i) of Section 5(b)), then the Independent Counsel shall be selected by the Board, and the Company shall give written notice to the Indemnitee advising the Indemnitee of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred and the Indemnitee shall have requested that indemnification be determined by Independent Counsel, then the Independent Counsel shall be selected by the Indemnitee (unless the Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and the Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, the Indemnitee or the Company, as the case may be, may, within ten (10) calendar days after such written notice of selection has been given, deliver to the Company or to the Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the law firm or person so selected does not meet the requirements of “Independent Counsel” as defined in Section 23, and the objection shall set forth the basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the law firm or person so selected may not serve as Independent Counsel unless and until such objection is withdrawn or the Delaware Chancery Court or another court of competent jurisdiction in the State of Delaware has determined that such objection is without merit. If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 5(b) and, following the expiration of twenty (20) calendar days after submission by the Indemnitee of a written request for indemnification pursuant to Section 5(a), Independent Counsel shall not have been selected, or an objection thereto has been made and not withdrawn, then either the Company or the Indemnitee may petition the Delaware Chancery Court or other court of competent jurisdiction in the State of Delaware for resolution of any objection that shall have been made by the Company or the Indemnitee to the other’s selection of Independent Counsel and/or for appointment as Independent Counsel of a law firm or person selected by such court (or selected by such person as the court shall designate), and the law firm or person with respect to whom all objections are so resolved or the law firm or person so appointed shall act as Independent Counsel under Section 5(b). Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 7(a), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 5(b), then the Company agrees to pay the reasonable fees and expenses of such Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

6. Burden of Proof, Defenses and Presumptions.

(a) In any judicial proceeding or arbitration pursuant to Section 7 brought by the Indemnitee to enforce rights to indemnification or an advancement of expenses hereunder, or in any action, suit or proceeding brought by the Company to recover an advancement of expenses (whether pursuant to the terms of an undertaking or otherwise), the burden shall be on the Company to prove that the Indemnitee is not entitled to be indemnified, or to such an advancement of expenses, as the case may be.

(b) It shall be a defense in any judicial proceeding or arbitration pursuant to Section 7 to enforce rights to indemnification under Section 2(b) or Section 2(c) (but not in any judicial proceeding or arbitration pursuant to Section 7 to enforce a right to an advancement of expenses under Section 3) that the Indemnitee has not met the standards of conduct set forth in Section 2(b) or Section 2(c), as the case may be, but the burden of proving such defense shall be on the Company. With respect to any judicial proceeding or arbitration pursuant to Section 7 brought by the Indemnitee to enforce a right to indemnification hereunder, or any action, suit or proceeding brought by the Company to recover an advancement of expenses (whether pursuant to the terms of an undertaking or otherwise), neither (i) the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of such action, suit, proceeding or arbitration that indemnification is proper in the circumstances because the Indemnitee has met the applicable standards of conduct, nor (ii) an actual determination by the Company (including by its directors or Independent Counsel) that the Indemnitee has not met such applicable standards of conduct, shall create a presumption that the Indemnitee has not met the applicable standards of conduct or, in the case of a judicial proceeding or arbitration pursuant to Section 7 brought by the Indemnitee seeking to enforce a right to indemnification hereunder, be a defense to such proceeding or arbitration.

(c) The termination of any Proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendre or its equivalent, shall not, of itself, adversely affect the right of the Indemnitee to indemnification hereunder or create a presumption (i) that the Indemnitee did not act in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or (ii) with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that the Indemnitee’s conduct was unlawful.

(d) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith if the Indemnitee’s action is based on (i) the records or books of account of the Company or Another Enterprise (if the Indemnitee is or was serving as a director, officer, employee, agent, or fiduciary of such Other Enterprise at the request of the Company), including financial statements, (ii) information supplied to the Indemnitee by the officers of the Company or Another Enterprise in the course of their duties, (iii) the advice of legal counsel for the Company or Another Enterprise or (iv) information or records given or reports made to the Company or Another Enterprise by an independent certified public accountant, appraiser or other expert selected by the Company or Another Enterprise. The provisions of this Section 6(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed or found to have met the applicable standards of conduct set forth in this Agreement.

(e) The knowledge and/or actions, or failure to act, of any other director, officer, agent or employee of the Company or Another Enterprise shall not be imputed to the Indemnitee for purposes of determining the Indemnitee’s right to indemnification under this Agreement.

7. Remedies of Indemnitee.

(a) In the event that (i) a determination is made pursuant to Section 5 that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 3, (iii) except when the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 5(b), no determination of entitlement to indemnification shall have been made pursuant to Section 5(b) within sixty (60) calendar days after receipt by the Company of the Indemnitee’s written request for indemnification, (iv) under circumstances in which the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 5(b), no determination of entitlement to indemnification shall have been made pursuant to Section 5(b) within eighty (80) calendar days after receipt by the Company of the Indemnitee’s written request for indemnification (unless an objection to the selection of such Independent Counsel has been made and substantiated and not withdrawn, in which case the applicable time period shall be seventy (70) calendar days after the Delaware Chancery Court or another court of competent jurisdiction in the State of Delaware (or such person as is appointed by such court to make such determination) has determined or appointed the person to act as Independent Counsel pursuant to Section 5(b)), (v) payment of indemnification is not made pursuant to Section 2(d) or Section 2(e) within twenty (20) calendar days after receipt by the Company of a written request therefor or (vi) payment of indemnification pursuant to Section 2(b) or Section 2(c) is not made within twenty (20) calendar days after a determination has been made pursuant to Section 5(b) that the Indemnitee is entitled to indemnification, then the Indemnitee shall be entitled to seek an adjudication by the Delaware Chancery Court of the Indemnitee’s entitlement to such indemnification or advancement of Expenses.

(b) In the event that a determination shall have been made pursuant to Section 5(b) that the Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 7 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and the Indemnitee shall not be prejudiced by reason of that adverse determination.

(c) If a determination shall have been made pursuant to Section 5(b) that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 7, absent (i) a misstatement or misrepresentation by the Indemnitee (or anyone acting on the Indemnitee’s behalf) of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement (or statements of persons acting on behalf of the Indemnitee) not materially misleading, in connection with the request for indemnification or in connection with the provision of information or documentation pursuant to the last sentence of Section 5(b) or (ii) a prohibition of such indemnification under applicable law.

(d) In the event that the Indemnitee, pursuant to this Section 7, seeks a judicial adjudication or an award in arbitration to enforce the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, then the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by or on behalf of the Indemnitee in such judicial adjudication or arbitration, but only if (and only to the extent) the Indemnitee prevails therein. If it shall be determined in said judicial adjudication or arbitration that the Indemnitee is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the expenses incurred by the Indemnitee in connection with such judicial adjudication or arbitration shall be appropriately prorated.

8. Non-Exclusivity. Except to the extent expressly provided herein, the rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may at any time be entitled under applicable law, the Company’s Certificate of Incorporation, the Company’s Bylaws, any agreement, a vote of stockholders, or a resolution of directors, or otherwise, both as to action in or by reason of the Indemnitee’s Corporate Status and as to action in or by reason of any other capacity of the Indemnitee while serving as a director or officer of the Company. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. In the event of any change after the date of this Agreement in any applicable law, statute or rule that expands the power of a Delaware corporation to indemnify a member of its board of directors or an officer, employee, agent or fiduciary, it is the intent of the parties hereto that the Indemnitee shall enjoy by this Agreement the greatest benefits afforded by such change. Notwithstanding anything to the contrary in this Section 8, to the extent the time periods specified in Section 3 and Section 7(a) with respect to the time at which the Indemnitee shall be entitled to seek an adjudication or an award in arbitration as to the Indemnitee’s entitlement to indemnification or advancement differ from similar time periods specified in the Company’s Certificate of Incorporation or Bylaws, the time periods set forth in Section 3 and Section 7(a) shall control and be binding on the Indemnitee and the Company and shall be deemed a waiver of any contrary right specified in the Company’s Certificate of Incorporation or Bylaws. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

9. Insurance, Subrogation and Other Sources of Payment.

(a) The Company hereby covenants and agrees that from the date hereof through the Termination Date, the Company shall use reasonable efforts to maintain in full force and effect its current policy or policies of directors’ and officers’ liability insurance for the benefit of the Indemnitee; provided, however, that the Company may substitute therefor replacement or substitute policies of at least the same coverage and amounts, with financially sound and responsible insurers, containing terms and conditions that are not materially less advantageous in the aggregate to the Indemnitee. Following the Termination Date, for so long as the Indemnitee may be subject to any possible claim by reason of the Indemnitee’s Corporate Status, the Company agrees to use reasonable efforts either (i) to cause to be obtained “tail” insurance policies with coverage terms at least as favorable (including in amount and scope) as the Company’s then current policy or policies of directors’ and officers’ liability insurance and insuring against claims arising from actions taken or omitted by the Indemnitee, or facts or events that occurred, on or before the Termination Date or (ii) to maintain in effect its then current policy or policies of directors’ and officers’ liability insurance for the benefit of the Indemnitee with respect to claims arising from actions taken or omitted by the Indemnitee, or facts or events that occurred, on or before the Termination Date; provided, however, that the Company may substitute therefor replacement or substitute policies of at least the same coverage and amounts, with financially sound and responsible insurers, containing terms and conditions that are not materially less advantageous in the aggregate to the Indemnitee. Notwithstanding anything to the contrary in this Agreement, with respect to the obligations of the Company to maintain directors’ and officers’ liability insurance as set forth in the first and second sentences of this Section 9a), the Company shall not be obligated to make annual premium payments for any such insurance to the extent such premiums exceed 200% of the premiums currently being paid by the Company for such insurance or reserved pursuant to a self-insurance program and if such premiums for such insurance would at any time exceed 200% of such current premium or reserves, then the Company shall cause to be maintained policies of insurance which, in the good faith determination of the Board, provide the maximum coverage available at an annual premium equal to 200% of such current premium or reserves. If, at the time of the receipt of a notice of a Proceeding pursuant to Section 15, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. The provision of directors’ and officers’ liability insurance as provided in this Section 9(a) shall be in addition to the Company’s obligations under Section 2 and Section 3 and shall not be deemed to be in satisfaction of those obligations.

(b) In the event of any payment to or on behalf of the Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(c) Except to the extent required by applicable law, the Company shall not be liable under this Agreement to make any payment to the Indemnitee with respect to amounts otherwise indemnifiable (or for which advancement is otherwise required) if and to the extent that the Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise. Nothing in this Agreement is intended to affect any right of contribution of or against the Company in the event the Company and any other person or persons have co-equal obligations to indemnify or advance expenses to the Indemnitee.

(d) The Company’s obligation to indemnify or advance Expenses under this Agreement to the Indemnitee, in connection with or by reason of the Indemnitee’s service at the request of the Company as a director, officer, employee, agent or fiduciary of Another Enterprise, shall be reduced by any amount that the Indemnitee has actually received as indemnification or advancement of Expenses from such Other Enterprise with respect to the Proceeding for which indemnification or advancement of Expenses is sought.

10. Contribution. To the fullest extent permitted by applicable law, if, in connection with any Proceeding (or part thereof) in respect of which the Indemnitee would otherwise be entitled to indemnification hereunder, the indemnification provided for in this Agreement is unavailable to the Indemnitee for any reason whatsoever, then the Company, in lieu of indemnifying the Indemnitee, shall contribute to the amount that is incurred by the Indemnitee in connection with such Proceeding (or such part thereof) and that would otherwise have been subject to indemnification hereunder, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding to reflect (a) the relative benefits received by the Company, on the one hand, and the Indemnitee, on the other hand, as a result of the event(s) and/or transaction(s) giving cause to such Proceeding (or such part thereof); and/or (b) the relative fault of the Company (and its directors, officers, employees and agents), on the one hand, and the Indemnitee, on the other hand, in connection with such event(s) and/or transaction(s).

11. Settlements. Notwithstanding anything to the contrary in this Agreement or the Company’s Certificate of Incorporation or Bylaws, the Company shall have no obligation to indemnify the Indemnitee for any amounts paid by or on behalf of the Indemnitee in settlement of any Proceeding, unless the Company has consented in writing to such settlement, which consent shall not be unreasonably withheld. The Company shall not settle any claim in any manner that would impose any fine or obligation on the Indemnitee without the Indemnitee’s prior written consent, which consent shall not be unreasonably withheld.

12. Survival of Rights, Binding Effect and Successors and Assigns.

(a) The indemnification and advancement of Expenses and other rights provided by, or granted pursuant to, this Agreement shall continue during the period that the Indemnitee is a director or officer of the Company and shall continue through and after the Termination Date so long as the Indemnitee shall, by reason of the Indemnitee’s Corporate Status, be subject to any possible Proceeding (including any appeal thereto) with respect to any action taken or omitted (or that is alleged to have been taken or omitted) by the Indemnitee, or any facts or events that occurred (or that are alleged to have occurred), on or before the Termination Date, and shall further continue for such period of time following the conclusion of any such Proceeding as may be reasonably necessary for the Indemnitee to enforce rights and remedies pursuant to this Agreement as provided in Section 7.

(b) This Agreement shall be binding upon the Indemnitee and upon the Company and its successors and assigns, and shall inure to the benefit of the Indemnitee and the Indemnitee’s heirs, personal representatives, executors, administrators and assigns and to the benefit of the Company and its successors and assigns.

(c) The Company further agrees that in the event the Company or any of its successors or assigns (i) consolidates with or merges into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any corporation or entity, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Company as a result of such transaction assume the obligations of the Company set forth in this Agreement, including any requirements with respect to directors’ and officers’ liability insurance set forth in Section 9.

13. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

14. Acknowledgement. The Company expressly acknowledges, confirms and agrees that it has entered into this Agreement and has assumed the obligations imposed on the Company hereby to induce the Indemnitee to serve or continue to serve as a director or officer of the Company, and the Company acknowledges that the Indemnitee is relying upon this Agreement in serving and continuing to serve in such capacity. In addition, both the Company and the Indemnitee acknowledge that in certain instances, federal law or applicable public policy may prohibit the Company from indemnifying its directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. The Indemnitee understands and acknowledges that the Company may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s rights under public policy to indemnify the Indemnitee.

15. Notice by Indemnitee. The Indemnitee agrees to notify the Company promptly and in writing upon being served with any summons, citation, subpoena, complaint, petition, indictment, information or other document relating to the actual or threatened commencement of any Proceeding or matter that may be subject to indemnification or advancement of Expenses covered by this Agreement. The failure of the Indemnitee to so notify the Company shall not relieve the Company of any obligation that it may have to the Indemnitee under this Agreement or otherwise, except to the extent the Company is materially prejudiced by such failure.

16. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) if delivered by hand to the party to whom said notice or other communication shall have been directed, on the date so delivered or (b) if mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed. All such notices, requests, demands and other communications shall be delivered to the Indemnitee or to the Company, as the case may be, at the following addresses:

If to the Indemnitee, to the address set forth on the signature page this Agreement

If to the Company, to:

Phio Pharmaceuticals Corp.

411 Swedeland Road, Suite 23-1080

King of Prussia, PA 19406

Attn: Chief Executive Officer

or to such other address as may have been furnished to the Indemnitee by the Company or to the Company by the Indemnitee, as the case may be, by like notice.

17. Counterparts; Execution and Exchange by Electronic Means. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. The execution and delivery of this Agreement by facsimile, electronic mail (including email, .pdf or other digital copies of signatures) or another form of electronic signature or transmission shall be sufficient to evidence the signatories’ intent to sign this Agreement and sufficient to bind the parties to the terms and provisions of this Agreement.

18. Interpretation.

(a) The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

(b) (i) The terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including Exhibits hereto, (ii) any reference herein to a “Section” is to a Section of this Agreement unless otherwise specified, (iii) the terms “include,” “includes,” “including” and words of similar import when used in this Agreement mean “including, without limitation” unless otherwise specified, (iv) the term “any” means “any and all” and (v) the term “or” shall not be exclusive and shall mean “and/or”.

(c) (i) References to “days” mean calendar days unless Business Days are expressly specified and (ii) references to “written” or “in writing” include in electronic form.

(d) Whenever the context requires, words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires.

(e) References herein to “fines” shall include any excise tax assessed with respect to any employee benefit plan.

(f) References herein to a director of Another Enterprise or a director of an Other Enterprise shall include, in the case of any entity that is not managed by a board of directors, such other position, such as manager or trustee or member of the governing body of such entity, that entails responsibility for the management and direction of such entity’s affairs, including the general partner of any partnership (general or limited) and the manager or managing member of any limited liability company.

(g) (i) References herein to serving at the request of the Company as a director, officer, employee, agent or fiduciary of Another Enterprise shall include any service as a director, officer, employee or agent of the Company that imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan of the Company or any of its affiliates, other than solely as a participant or beneficiary of such a plan; and (ii) if the Indemnitee has acted in good faith and in a manner the Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, the Indemnitee shall be deemed to have acted in a manner not opposed to the best interests of the Company for purposes of this Agreement.

19. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

20. Modification and Waiver.

(a) No amendment, modification, supplementation or repeal of this Agreement or any provision hereof shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

(b) No amendment, modification, supplementation or repeal of this Agreement or any provision hereof shall limit or restrict any rights of the Indemnitee under this Agreement in respect of any action taken or omitted by the Indemnitee in or by reason of the Indemnitee’s Corporate Status prior to such amendment, modification, supplementation or repeal.

21. Governing Law; Submission to Jurisdiction; Service of Process.

(a) This Agreement and the legal relations among the parties with respect to the matters addressed hereby shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules.

(b) Except with respect to any arbitration commenced by the Indemnitee pursuant to Section 7(a) and except to the extent permitted by Section 2(c) with respect to a determination by a court in which an underlying Proceeding was brought that the Indemnitee is entitled to indemnification of Expenses notwithstanding an adjudication of liability to the Company, each of the Company and the Indemnitee hereby irrevocably and unconditionally (i) agrees and consents to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any action, suit or proceeding that arises out of or relates to this Agreement and agrees that any such action instituted under this Agreement shall be brought only in the Delaware Chancery Court (or in any other state court of the State of Delaware if the Delaware Chancery Court does not have subject matter jurisdiction over such action), and not in any other state or federal court in the United States of America or any court or tribunal in any other country; (ii) consents to submit to the exclusive jurisdiction of the courts of the State of Delaware for purposes of any action or proceeding arising out of or in connection with this Agreement; (iii) waives any objection to the laying of venue of any such action or proceeding in the courts of the State of Delaware; and (iv) waives, and agrees not to plead or to make, any claim that any such action or proceeding brought in the courts of the State of Delaware has been brought in an improper or otherwise inconvenient forum.

(c) Each of the Company and the Indemnitee hereby consents to service of any summons and complaint and any other process that may be served in any action, suit or proceeding arising out of or relating to this Agreement in any court of the State of Delaware by mailing by certified or registered mail, with postage prepaid, copies of such process to such party at its address for receiving notice pursuant to Section 16. Nothing in this Agreement shall preclude service of process by any other means permitted by applicable law.

22. Nature of Agreement. This Agreement shall not be deemed an employment contract between the Company and the Indemnitee, and, if the Indemnitee is an officer or employee of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged as an officer or employee of the Company at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Company and the Indemnitee.

23. Definitions. For purposes of this Agreement:

(a) “Another Enterprise” and “Other Enterprise” mean a corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or any other form of enterprise, in each case, other than the Company.

(b) “Change in Control” means, and shall be deemed to have occurred if, (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company acting in such capacity or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company’s then outstanding voting stock, (ii) during any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation other than a merger or consolidation that would result in the voting stock of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting stock of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting stock of the Company or such surviving entity outstanding immediately after such merger or consolidation or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of related transactions) of all or substantially all of the Company’s assets.

(c) “Corporate Status” means (i) the Indemnitee’s status as a present or former director or officer of the Company, (ii) the Indemnitee’s present or former status, at any time while serving as a director or officer of the Company, as a director, officer, employee, agent or fiduciary of Another Enterprise to the extent the Indemnitee is or was serving in such capacity with respect to such Other Enterprise at the request of Company or (iii) the Indemnitee’s present or former status as a director, officer, employee, agent or fiduciary of Another Enterprise to the extent the Indemnitee served in such capacity with respect to such Other Enterprise while serving as a director or officer of the Company, continued serving in such capacity with respect to such Other Enterprise after ceasing to be a director or officer of the Company, and is or was serving in such capacity with respect to such Other Enterprise at the request of Company.

(d) “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by the Indemnitee.

(e) “Expenses” means any of the following: reasonable attorneys’ fees; retainers; disbursements of counsel; court costs; filing fees; transcript costs; fees and expenses of experts; fees and expenses of witnesses; fees and expenses of accountants and other consultants (excluding public relations consultants unless approved in advance by the Company); travel expenses; duplicating and imaging costs; printing and binding costs; telephone charges; facsimile transmission charges; computer legal research costs; postage; delivery service fees; fees and expenses of third-party vendors; and the premium, security for, and other costs associated with any bond (including supersedeas or appeal bonds, injunction bonds, cost bonds, appraisal bonds or their equivalents), in each case incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in a Proceeding (including any judicial or arbitration Proceeding brought to enforce the Indemnitee’s rights under, or to recover damages for breach of, this Agreement), as well as all other “expenses” within the meaning of that term as used in Section 145 of the DGCL and all other disbursements or expenses of types customarily and reasonably incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in or otherwise participating in actions, suits or proceedings similar to or of the same type as the Proceeding with respect to which such disbursements or expenses were incurred; provided, however, that “Expenses” shall not include amounts of judgments, penalties or fines actually levied against, or amounts paid in settlement by, the Indemnitee in connection with any Proceeding.

(f) “Independent Counsel” means a law firm, or a person admitted to practice law in any State of the United States, that is experienced in matters of corporation law and neither presently is, nor in the past three years has been, retained to represent: (i) the Company or the Indemnitee in any matter material to either such party (other than with respect to serving as Independent Counsel (or similar independent legal counsel position) as to matters concerning the rights of the Indemnitee under this Agreement, the rights of other indemnitees under similar indemnification agreements or the rights of the Indemnitee or other indemnitees to indemnification under the Company’s Certificate of Incorporation or Bylaws) or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, “Independent Counsel” shall not include any law firm or person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement. For the avoidance of doubt, “Independent Counsel” also shall not include any law firm or person who represented or advised any entity or person in connection with a Change in Control of the Company.

(g) “Losses” means all Expenses, judgments, penalties, fines, liabilities and amounts paid in settlement in connection with a Proceeding.

(h) “Proceeding” means any threatened, pending or completed action, suit, arbitration, alternative dispute resolution mechanism, investigation (including any internal investigation), inquiry, administrative hearing or other proceeding, whether brought by or in the right of the Company or otherwise, and whether civil, criminal, administrative or investigative.

(i) “Termination Date” means the date on which the Indemnitee is no longer a director or officer of the Company; provided, however, that if (i) the Indemnitee continues to serve as a director, officer, employee, agent or fiduciary of Another Enterprise after the date on which the Indemnitee is no longer a director or officer of the Company, (ii) the Indemnitee is serving in such capacity with respect to such Other Enterprise at the request of the Company and (iii) the Indemnitee served in such capacity with respect to such Other Enterprise while serving as a director or officer of the Company, then “Termination Date” shall mean such later date after the Indemnitee is no longer a director or officer of the Company on which the Indemnitee is no longer serving in such capacity with respect to such Other Enterprise.

[Signature page follows]

IN WITNESS WHEREOF, the Company and the Indemnitee have executed this Agreement on and as of the day and year first above written.

COMPANY:

PHIO PHARMACEUTICALS CORP.

By: ___________________________

Name:

Title:

INDEMNITEE:

___________________________

[NAME]

Address: ___________________

___________________

Schedule of Material Differences to Exhibit 10.2

The following directors and executive officers are parties to an Indemnification Agreement with the Company, each of which are substantially identical in all material respects to the representative Indemnification Agreement filed herewith as Exhibit 10.2, except as to the name of the signatory and the date of each signatory’s Indemnification Agreement. The name of each signatory is listed below. The actual Indemnification Agreements are omitted pursuant to Instruction 2 to Item 601 of Regulation S-K.

Indemnitee

Robert Bitterman

Patricia A. Bradford

Robert Ferrara

Jonathan Freeman

Curtis Lockshin, Ph.D.

David H. Deming

Lisa Carson

Exhibit 10.3

SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS This SEPARATION AND GENERAL RELEASE OF CLAIMS (this "Agreement") is entered into by and between Robert Infarinato ("Employee") and Phio Pharmaceuticals Corp., a Delaware corporation (the "Company"). Employee and the Company are each referred to herein as a "£fil1Y" and collectively as the "Parties." WHEREAS, Employee's employment with the Company will end effective as of July 31 , 2025 (the "Separation Date") ; WHEREAS, the Company wishes to provide Employee with certain severance payments and benefits, which are conditioned upon Employee's execution, delivery, and non - revocation of this Agreement ; and WHEREAS, the Parties wish to resolve any and all claims that Employee has or may have against the Company and the other Company Parties (as defined below), including any claims that Employee has or may have arising from or relating to Employee's employment, or the end of Employee's employment, with any Company Party . NOW, THEREFORE, in consideration of the promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Employee and the Company, the Parties hereby agree as follows : 1. Separation from Employment. (a) Employee's employment with the Company will end effective as of the Separation Date . As of the Separation Date, Employee will no longer be employed by the Company or any other Company Party, and Employee will be deemed to have automatically resigned (i) as an officer of the Company and its affiliates (as applicable) and (ii) from the board of managers, board of directors or similar governing body of each ofthe Company and its affiliates (as applicable) and any other corporation, limited liability company, or other entity in which the Company or any of its affiliates holds an equity interest or with respect to which board or similar governing body Employee serves as the designee or other representative of the Company or any of its affiliates . (b) Employee acknowledges and agrees that, with the exception of any unpaid base salary earned by Employee in the pay period that the Separation Date occurred, and any accrued, unused but unpaid vacation, Employee has been paid in full all bonuses, been provided all benefits, and otherwise received all wages, compensation and other sums that Employee has been owed by each Company Party . Employee further acknowledges and agrees that Employee has received all leaves (paid and unpaid) that Employee has been entitled to receive from each Company Party . (c) Employee shall receive Employee's last paycheck on the Separation Date, which will include all wages owed to Employee through the Separation Date, less applicable taxes and withholdings . 2. (d) Employee acknowledges that Employee's eligibility in the Company's benefits, plans, including group medical, dental and/or vision plans, ceases on the Separation Date in

accordance wit h the terms and conditions of those plans . Employee may elect to continue Employee's existing benefits under such plans in accordance wit h and subject to the law known as COBRA . Employee will be provided with information regarding COBRA options separately . Separation Payments and Benefits . Provided that Employee : (a) executes this Agreement on the Separation Date or within 2 1 days ofEmployee's receipt of this Agreement and returns a copy of this Agreement that has been executed by Employee to the Company so that it is received by Robert Bitterman, President & CEO, XXXXXXXXXXX . com, 411 Swedeland Road, Suite 23 - 1080 King of Prussia, PA 19406; (b) does not revoke Employee's acceptance ofthis Agreement pursuant to Section 8 ; and (c) remains in compliance with the other terms and conditions set forth in this Agreement (including under Section 5 ) (the "Conditions"), Employee shall receive the following consideration (collectively, the "Severance Benefits") : (a) The Company shall pay Employee 12 - weeks of base salary, which amounts to ( $ 60 , 000 ) (the "Severance Payment"), and which shall be paid as a lwnp swn on the first regularly scheduled payroll date following the Effective Date (defined in Section 8 ), in accordance with the Company's norm a l payroll practices ; (b) The Company shall pay Employee $ 40 , 000 , which shall be paid as a lump swn on the first regularly scheduled payroll date following the Effective Date (defined in Section 8 ) ; and (c) All outstanding equity - based awards granted to Employee prior to the Separation Date (which amounts to 11 , 000 Restricted Stock Units) shall continue to vest in accordance with the vesting terms ofthe respective grants . 3. Release of Liabilit y for Claims. (a) For good and valuable consideration, including the consideration set forth in Section 2 ( and any portion thereof), Employee hereby forever releases, discharges and acquits the Company and its affiliates, predecessors, successors, subsidiaries and benefit plans, and each of the foregoing entities' respective equity - holders, officers, directors, managers, members, partners, employees, agents, representatives, and other affiliated persons, and the Company's and its affiliates' benefit plans (and the fiduciaries and trustees ofsuch plans) (collectively, the "Company Parties"), from liability for, and Employee hereby waives, any and all claims, dam ag es, or causes of action of any kind related to Employee's ownership of any interest in any Company Party, Employee's employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter occurring on or prior to the date that Employee executes this Agreement, including : (i) any alleged violation through such time of : any federal, state or local anti - discrimination or anti - retaliation law, regulation or ordinance, including but not limited to the Age Discrimination in Employment Act of 1967 (including as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964 , the Civil Rights Act of 1991 , Sections 1981 through 1988 of Title 42 of the United States Code, the Genetic Information Nondiscrimination Act, the Americans with Disabilities Act of 1990 , as amended, the Lily Ledbetter Fair Pay Act, the anti - retaliation provisions of the Sarbanes - Oxley Act, or any other 2

3 federal or state law regarding whistleblower retaliation ; the Pennsylvania Human Relations Act, the Philadelphia Fair Practices Ordinance ; the Employee Retirement Income Security Act of 1974 ("ERISA") ; WARN Act ; the Fair Labor Standards Act of 1938 ; the Fair Credit Reporting Act ; the Employee Polygraph Protection Act ; the Pennsylvania Whistleblower Act ; the Immigration Reform Control Act ; the National Labor Relations Act ; the Occupational Safety and Health Act ; the Family and Medical Leave Act of 1993 ; any federal, state or local wage and hour law ; any other local, state or federal law, regulation or ordinance ; or any public policy, contract, tort, or common law claim ; (ii) any allegation for costs, fees, or other expenses including attorneys' fees incurred in or with respect to a Released Claim ; (iii) any and all rights, benefits or claims Employee may have under any employment contract (including this Agreement), severance plan, incentive compensation plan or equity - based plan with any Company Party or to any ownership interest in any Company Party ; and (iv) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the "Released Claims") . 1 bis Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious . Rather, Employee is simply agreeing that, in exchange for any consideration received by Employee pursuant to Section 2 , any and all potential claims of this nature that Employee may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived . TIDS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES . (b) For the avoidance of doubt, nothing in this Agreement releases Employee's rights to receive payment s or benefits pursuan t to Section 2 . Further, in no even t shall the Released Claim s includ e (i) any clai m that arises after the date that Employee signs this Agreement ; (ii) any clai m to vested benefit s under an employee benefit plan that is subject to ERISA ; and (iii) any claim for breach of, or otherwise arising out of, this Agreement . Further notwithstanding this releas e of liability, nothing in this Agreement prevent s Employee from filing any non - legally waivable clai m (including a challeng e to the validity of this Agreement) with the Equal Employment Opportunity Commission ("EEOC"), National Labor Relation s Board, United States Department of Labor, Occupational Safety and Health Administration, Securitie s Exchange Commission, Financia l Industry Regulatory Authority or comparable state or local agency or authority (each, a "Government Agency") . Further, nothing in this Agreement prohibit s or restricts Employee from participating in (or cooperating with) any investigation or proceeding conducted by a Governmen t Agency or from cooperating in any such investigation or proceeding ; however, Employee understand s and agrees tha t Employe e is waiving any and all rights to recover any monetary or personal relief from a Company Party a s a resul t of such EEOC or comparable state or local agency or proceeding or subsequen t lega l actions . This Agreement does not limit Employee's right to receive an award for information provided to a Governmen t Agency .

4 4 . Representations and Warranties Regarding Claims . Employee represents and warrants that, as of the time at which Employee signs this Agreement, Employee has not filed or joined any claims, complaints, charges, or lawsuits against any of the Company Parties with any governmental agency or with any state or federal court or arbitrator for, or with respect to, a matter, claim, or incident that occurred or arose out of one or more occurrences that took place on or prior to the time at which Employee signs this Agreement . Employee further represents and warrants that Employee has not made any assignment, sale, delivery, transfer or conveyance of any rights Employee has asserted or may have against any of the Company Parties with respect to any Released Claim . s. Affirmation of Restrictive Covenants ; Non - Disparagement . (a) Employee acknowledges and agrees that Employee has continuing obligations to the Company pursuant to the Employee Agreement between Employee and the Company dated July 16 , 2024 (the "Restrictive Covenant Agreement") . In entering into this Agreement, Employee acknowledges the validity, binding effect and enforceability of the terms of the Restrictive Covenant Agreement and expressly reaffirms Employee's commitment to abide by the Restrictive Covenant Agreement . Employee shall refrain from publishing any oral or written statements about the Company and any Company Party that (i) are slanderous, libelous or defamatory, (ii) disclose confidential information of or regarding any Company Party's business affairs, directors, officers, managers, members, employees, consultants, agents or representatives, or (iii) place the Company, any Company Party or any of their respective directors, officers, managers, members, employees, consultants, agents or representatives in a false light before the public . (b) Notwithstanding the foregoing, nothing herein or in the Restrictive Covenant Agreement or any other agreements between the Company and Employee will prohibit or restrict Employee from lawfully : (i) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by, any governmental authority regarding a possible violation of any law ; (ii) responding to any inquiry or legal process directed to Employee from any such governmental authority ; (iii) testifying, participating or otherwise assisting in any action or proceeding by any such governmental authority relating to a possible violation oflaw ; or (iv) making any other disclosures that are protected under the whistleblower provisions of any applicable law . Additionally, pursuant to the federal Defend Trade Secrets Act of 2016 , an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that : (A) is made ( 1 ) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney and ( 2 ) solely for the purpose of reporting or investigating a suspected violation of law ; (B) is made to the individual's attorney in relation to a lawsuit for retaliation against the individual for reporting a suspected violation of law ; or (C) is made in a complaint or other document filed in a lawsuit or proceeding, if such filing is made under seal . 6. Covenant to Cooperate in Legal Proceedings . (a) Employee agrees to cooperate in good faith with and provide reasonable assistance to the Company, upon its reasonable request, with respect to the defense or prosecution of any litigation, investigation or other legal proceeding involving the Company or any of its affiliates .

For such cooperation should the need arise, employee will be compensated at a fair and reasonable rate on a per diem basis, or fractional portion thereof, to be determined at such time. 7. Employee's Acknowledgements . By executing and delivering this Agreement, Employee expressly acknowledges that : (a) Employee has been given at least 21 days to review and consider this Agreement (the "Consideration Period") . If Employee si gns this Agreement before the expiration of 21 days after Employee's receipt of this Agreement, Employee has knowingly and voluntarily waived any longer consideration period than the one provided to Employee . No changes (whether material or immaterial) to this Agreement shall restart the running of the Consideration Period . (b) Employee is receiving, pursuant to this Agreement, consideration in addition to anything ofvalue to which Employee is already entitled ; (c) Employee has been advised, and hereby is advised in writing, to discuss this Agreement with an attorney of Employee's choice and that Employee has had an adequate opportunity to do so prior to executing this Agreement ; (d) Employee fully understands the final and binding effect ofthis Agreement ; the only promises made to Employee to sign this Agreement are those stated herein ; and Employee is signing this Agreement knowingly, voluntarily and of Employee's own free will, and that Employee understands and agrees to each of the terms of this Agreement ; (e) The only matters relied upon by Employee in causing Employee to sign this Agreement are the provisions set forth in writing within the four comers of this Agreement ; and (f) No Company Party has provided any tax or legal advice regarding this Agreement, and Employee has had an adequate opportunity to receive sufficient tax and legal advice from advisors of Employee's own choosing such that Employee enters into this Agreement with full understanding of the tax and legal implications thereof. 8. Revocation Right ; Effective Date . Notwithstanding the initial effectiveness of this Agreement, Employee may revoke the delivery (and therefore the effectiveness) ofthis Agreement within the seven - day p e io d r beginning on the date Employee executes this Agreement (such seven day period being referred to herein as the "Release Revocation Period") . To be effective, such revocation must be in writing signed by Employee and must be delivered by email, personally or by courier to the Company so that it is received by Robert Bitterman, President & CEO, 411 Swedeland Road, Suite 23 - 1080 King of Prussia, PA 19406 ( email : XXXXXXXXXXX . com) no later than 11 : 59 pm ET on the last day of the Release Revocation Period . If an effective revocation is delivered in the foregoing manner and timefr am e, the release of claims set forth in Section 3 will be of no force or effect, Employee will not receive any of the Severance Benefits set forth in Section 2 , and the remainder of this Agreement will remain in full force and effect . This Agreement shall become effective on the first calendar day following the expiration of the Release Revocation Period (the "Effective Date") . For the avoidance of doubt (i) if Employee does not execute this Agreement within the Consideration Period, this Agreement shall be deemed null and void. 5

6 9. Governing Law . This Agreement is entered into under, and shall be governed for all purposes by, the laws of the Commonwealth of Pennsylvania with regard to the principles of conflicts of law thereof . 10. Countemarts . This Agreement may be executed in one or more counterparts (including portable document format ( . pdf) and facsimile counterparts), each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement . 11. Amendment ; Entire Agreement . This Agreement may not be changed orally but only by an agreement in writing agreed to and signed by the Party to be charged . This Agreement and the Restrictive Covenant Agreement constitute the entire agreement of the Parties with regard to the subject matter hereof and supersede all prior and contemporaneous agreements and understandings, oral or written, between Employee and any Company Party with regard to the subject matter hereof . 12. Third - Party Beneficiaries . Employee expressly acknowledges and agrees that each Company Party that is not a party to this Agreement shall be a third - party beneficiary of Sections J . , ೦ . . Q, 12 and 14 and entitled to enforce such provisions as if it were a party hereto . 13. Further Assurances . Employee shall, and shall cause Employee's affiliates, representatives and agents to, from time to time at the request of the Company and without any additional consideration, furnish the Company with such further information or assurances, execute and deliver such additional documents, instruments and conveyances, and take such other actions and do such other things, as may be reasonably necessary or desirable, as determined in the sole discretion of the Company, to carry out the provisions of this Agreement . 14. Return of Property . Employee represents and warrants that, except as previously approved by the Company, Employee will return to the Company no later than the end of the Consideration Period all property belonging to the Company or any other Company Party, including all computer files, electronically stored information, computers and other materials and items provided to Employee by the Company or any other Company Party in the course of Employee's employment at such time when the obligations of his severance have concluded . Employee further represents and warrants that Employee will not have maintained copies of any such materials or items in any form after that obligation has concluded . 15. Severability . Any term or provision of this Agreement (or part thereof) that renders such term or provision (or part thereof) or any other term or provision (or part thereof) hereof invalid or unenforceable in any respect shall be severable and shall be modified or severed to the extent necessary to avoid rendering such term or provision (or part thereof) invalid or unenforceable, and such modification or severance shall be accomplished in the manner that most nearly preserves the benefit of the Parties' bargain hereunder . 16. Absence of Reliance ; Non - Admission . In signing this Agreement, Employee is not relying upon any promises or representations made by anyone at or on behalf of the Company . By entering into this Agreement, Employee understands that the Company is not admitting in any way that it violated any legal obligation that it owed to Employee .

7 17. Interpretation . The Section headings have been inserted for purposes of convenience and shall not be used for interpretive purposes . The words "hereof," "herein" and "hereunder" and other compounds of the word "here" shall refer to the entire Agreement and not to any particular provision hereof . The use herein of the word "including" following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non limiting language (such as "without limitation", "but not limited to", or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter . The word "or" as used herein is not exclusive and is deemed to have the meaning "and/or . " Unless the context requires otherwise, all references herein to a law, agreement, instrument or other document shall be deemed to refer to such law, agreement, instrument or other document as amended, supplemented, modified and restated from time to time to the extent permitted by the provisions thereof . Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against any Party, whether under any rule of construction or otherwise . This Agreement has been reviewed by each of the Parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the Parties . 18. Withholdings ; Deductions . The Company may withhold and deduct from any payments or benefits made or to be made pursuant to this Agreement (a) all federal, state, local and other taxes as may be required pursuant to any law or governmental regulation or ruling and (b) any deductions consented to in writing by Employee . 19. Section 409 A . This Agreement and the benefits provided hereunder are intended be exempt from, or compliant with, the requirements of Section 409 A of the Internal Revenue Code of 1986 and the Treasury regulations and other guidance issued thereunder (collectively, "Section 409 A") and shall be construed and administered in accordance with such intent . Each installment payment under this Agreement shall be deemed and treated as a separate payment for purposes of Section 409 A . Notwithstanding the foregoing, the Company makes no representations that the benefits provided under this Agreement are exempt from the requirements of Section 409 A and in no event shall the Company or any other Company Party be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non compliance with Section 409 A .

Date:. g:: ..._ , - ;.. 1i ___, 0 , ,__ I <Z,.,_) PHIO PHARMACEUTICALS CORP. _ N T i a t l m e : e : P R r e o s b i d e e rt n t B & itt e C RM E O an Date: _ _ _ SIONATURE PAGE TO SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS forth b e I n N e a W t h I t TN hei r E n S a S m W e s H b E e l RE o w , O e F ff , e t c h t i e v P e a f o r t r i e a s l l h p a v u e r p e o x s e c s u a t s e d p r t o h v i s i d A e g d r a e b e m o v e e n . t as of the dates set EMPLOYEE /s/ Robert Infarinato Robert lnfarina t L o B y:. / s / _ Rober t Bitterman

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO

SECURITIES EXCHANGE ACT OF 1934 RULES 13a-14(a) AND 15d-14(a)

AS ADOPTED

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert J. Bitterman, certify that:

Dated: August 14, 2025

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

SECURITIES EXCHANGE ACT OF 1934 RULES 13a-14(a) AND 15d-14(a)

AS ADOPTED

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Lisa Carson, certify that:

Dated: August 14, 2025

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Phio Pharmaceuticals Corp. (the “Company”) on Form 10-Q for the period ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officers of the Company certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to their knowledge:

Dated: August 14, 2025

Dated: August 14, 2025