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 | |