Phio Pharmaceuticals Corp.
257 Simarano Drive, Suite 101 | Marlborough, MA 01752
May 19, 2021
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attn: Jeff Gabor
|Re:||Phio Pharmaceuticals Corp.|
|Registration Statement on Form S-3 (File No. 333-256100)|
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-3 filed by the Company (the “Registration Statement”) be accelerated so that it will be declared effective at 5:00 p.m., Eastern Time, on May 21, 2021, 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