8-K - PHIO - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 17, 2026

PHIO PHARMACEUTICALS CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-36304	45-3215903
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
411 Swedeland Road, Suite 23-1080
---	---
King of Prussia, PA	19406
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (610) 947-0251

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading Symbol(s):	Name of each exchange on which registered:
Common Stock, par value $0.0001 per share	PHIO	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 (d). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 17, 2026, Phio Pharmaceuticals Corp. (the “Company”) and Robert J. Bitterman, the Company’s President and Chief Executive Officer, entered into an amendment (the “Second Amendment”) to the existing employment agreement with Mr. Bitterman, dated February 20, 2023, as amended by the First Amendment dated March 25, 2025 (the “Existing Employment Agreement”).

The Second Amendment (i) amends the severance provision in the Existing Employment Agreement to provide that, in the event of a termination by the Company without “cause” (as defined in the Existing Employment Agreement) or by Mr. Bitterman for “good reason” (as defined in the Existing Employment Agreement), Mr. Bitterman is entitled to severance in the amount of twelve (12) months of his base salary and (ii) provides that Mr. Bitterman’s annual target bonus opportunity shall be 50% of his base salary (increased from 40% in the Existing Employment Agreement).

The foregoing description of the Second Amendment is only a summary and is qualified in its entirety by reference to the complete terms and conditions of the Second Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Second Amendment to the Employment Agreement of Robert J. Bitterman, dated February 17, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PHIO PHARMACEUTICALS CORP.
Date: February 18, 2026	By:	/s/ Robert J. Bitterman
		Robert J. Bitterman<br><br> <br>President & Chief Executive Officer

ex_921338.htm

Exhibit 10.1

SECOND AMENDMENT TO THE

EMPLOYMENT AGREEMENT OF ROBERT J. BITTERMAN

This SECOND Amendment to the Employment Agreement of Robert J. Bitterman **(**the “Amendment”) is entered into this 17^th^ day of February, 2026, by and between Robert J. Bitterman (“Executive”) and Phio Pharmaceuticals Corp., a Delaware corporation (the “Company”).

Recitals

WHEREAS, the Company and Executive have entered into certain Employment Agreement dated February 20, 2023, as amended by that certain First Amendment to the Employment Agreement dated March 25, 2025 (together, as amended, restated, supplemented, or otherwise modified prior to the date hereof, the “Executive Agreement”); and

WHEREAS, the Company and Executive wish to amend the Executive Agreement as set forth in this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other valid consideration, the sufficiency of which is acknowledged, the parties hereto agree as follows:

Agreement

1.	Amendment to Section 5(b). Section 5(b) of the Executive Employment Agreement is hereby made by replacing Section 5(b) in its entirety, with the following:

(b) Annual Incentive Bonus. At the sole discretion of the Board, the Executive shall be eligible to receive an annual bonus at the date of the annual review cycle (the “Annual Incentive Bonus”) in an amount equal to fifty percent (50%) of his then current Base Salary based on the attainment by the Executive of performance goals (the “Performance Goals”) as established annually by the Board (or a committee thereof) in its, and subject to the terms and conditions established by the Board in its discretion. The Annual Incentive Bonus earned, if any, shall be payable as a lump-sum payment made no later than March 15 of the calendar year following the calendar year for which the Annual Incentive Bonus is earned and shall be subject to the Executive remaining employed with the Company on the date of payment except as otherwise provided under Section 10.

2.	Amendment to Section 10(c). Section 10(c) of the Executive Agreement is hereby amended by replacing Section 10(c) in its entirety with the following:

(c) If the Executive’s employment is terminated by the Company other than as a result of the Executive’s death or Disability or other than for reasons specified in Section 10(b), then in addition to the Accrued Benefits, the Executive shall receive (i) continued Base Salary, for the twelve (12) months from date of separation (the “Severance Period”) (ii) any earned but unpaid Annual Incentive Bonus for completed fiscal years and (iii) if, and only if, such termination as described in this Section 10(c) occurs within one (1) year following a Change in Control (as defined in the 2020 LTIP) and during the Term, all outstanding equity awards held by the Executive as of such termination and not then exercisable shall immediately become exercisable in full.

Except as modified or amended in this Amendment, no other term or provision of the Executive Agreement is amended or modified in any respect. The Executive Agreement and this Amendment set forth the entire understanding between the parties with regard to the subject matter hereof and supersedes any prior oral discussions or written communications and agreements. This Amendment cannot be modified or amended except in writing signed by Executive and an authorized officer of the Company.

The parties have executed this Second Amendment to the Employment Agreement of Robert J. Bitterman on the day and year first written above.

PHIO PHARMACEUTICALS CORP.

/s/ David Deming

Name: David Deming

Title: Lead Independent Director, Phio Pharmaceuticals Corp.

EXECUTIVE

/s/ Robert J. Bitterman

Robert J. Bitterman