Phio Pharmaceuticals Corp.
257 Simarano Drive, Suite 101 | Marlborough, MA 01752
July 15, 2020
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attn: Paul Fischer
|Re:||Phio Pharmaceuticals Corp.|
|Registration Statement on Form S-1 (File No. 333-239779)|
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Phio Pharmaceuticals Corp. (the “Company”) hereby respectfully requests that the effective date of the above-referenced registration statement on Form S-1 filed by the Company (the “Registration Statement”) be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time, on July 17, 2020, or as soon thereafter as practicable.
|Very truly yours,|
|PHIO PHARMACEUTICALS CORP.|
|/s/ Gerrit Dispersyn|
|Gerrit Dispersyn, Dr. Med. Sc.|
|President and Chief Executive Officer|
cc: Ryan A. Murr, Gibson, Dunn & Crutcher LLP