SCHEDULE: Orca Capital AG Reports 4.9% Stake in Phio Pharma

Orca Capital AG has filed an amended Schedule 13G, reporting a 4.9% beneficial ownership stake in Phio Pharmaceuticals Corp. as of November 7, 2025.

Summary

• Orca Capital AG, a German entity, reported beneficial ownership of 409,261 shares of Phio Pharmaceuticals Corp. common stock.
• This represents 4.9% of the issuer's outstanding common stock.
• The ownership percentage is calculated based on an aggregate of 8,192,326 shares of Common Stock outstanding.
• The calculation excludes 502,822 shares of Common Stock held in abeyance and 4,196,334 shares of Common Stock issuable upon the exercise of warrants, due to a 4.99% blocker.
• Orca Capital AG holds sole voting and dispositive power over all 409,261 shares.
• This filing is an Amendment No. 3 to a Schedule 13G, indicating an update to previously reported ownership.

Sentiment

Score: 6

Explanation: The filing indicates a continued, significant, but passive investment by Orca Capital AG in Phio Pharmaceuticals. The 4.99% blocker on warrant exercise suggests a strategic decision to remain below the 5% reporting threshold, which can be viewed neutrally to slightly positive as it avoids potential market speculation about activist intent. However, it also limits immediate upside from warrant exercise.

Positives

• Orca Capital AG maintains a significant stake in Phio Pharmaceuticals Corp., indicating continued investor interest.
• The strategic use of a 4.99% blocker on warrant exercise allows Orca Capital AG to hold a substantial position while avoiding the more stringent reporting requirements and potential market speculation associated with a 5% or greater stake.

Negatives

• The 4.9% ownership stake, while significant, is below the 5% threshold that often signals a more active or influential investor role, suggesting a passive investment approach.
• The 4.99% blocker on warrant exercise limits Orca Capital AG's immediate ability to increase its stake beyond this threshold through warrant exercise, potentially capping its direct influence or upside from future share price appreciation if it wishes to maintain a passive role.

Risks

• The 4.99% blocker on warrant exercise means Orca Capital AG cannot increase its beneficial ownership above this threshold through warrant exercise, potentially limiting its influence or upside from future share price appreciation if it wishes to maintain a passive role.
• The calculation of the ownership percentage excludes 4,196,334 shares issuable upon the exercise of warrants, which could dilute existing shareholders if exercised by other parties not subject to the same blocker.

Future Outlook

This filing does not contain any forward-looking statements or guidance from Phio Pharmaceuticals Corp. itself, as it pertains solely to an investor's ownership stake.

Management Comments

• Orca Capital AG certified that the securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer, nor were they acquired or held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

Industry Context

A Schedule 13G filing by an institutional investor like Orca Capital AG is a routine disclosure in the financial industry. The reported 4.9% stake, just below the 5% threshold for more detailed Schedule 13D filings, is typical for a passive investment strategy. This type of filing reflects an investor's position in a specific company within the biotechnology or pharmaceutical sector, rather than providing direct analysis of broader industry trends.

Stakeholder Impact

• Shareholders: Provides transparency regarding a significant institutional investor's stake. The 4.99% blocker on warrants means less immediate dilution from Orca Capital AG's warrant exercise, but the overall warrant structure could still lead to dilution from other parties.
• Management: Awareness of a significant, passive institutional holder.

Key Dates

Recommendation

This Schedule 13G filing primarily reports a passive ownership stake by Orca Capital AG, maintaining 4.9% of Phio Pharmaceuticals Corp. common stock. The filing does not contain new operational results, financial guidance, or strategic shifts that would warrant a change in investment thesis. The 4.99% blocker on warrant exercise indicates a deliberate strategy to remain a passive investor below the 5% reporting threshold. Therefore, a 'hold' recommendation is appropriate as the filing provides no new information to alter an existing investment decision.

Keywords

Phio Pharmaceuticals, Orca Capital AG, Schedule 13G, Beneficial Ownership, Common Stock, Warrants, Investment, Equity Stake, Biotechnology, Pharmaceuticals