Exhibit 10.19


 


AMENDMENT
NO. 1 TO PURCHASE AGREEMENT


 


THIS AMENDMENT NO.
1 TO PURCHASE AGREEMENT (this “Amendment”) is made as of this 20th day of August, 2019 (the “Amendment
Date”), by and between PHIO PHARMACEUTICALS CORP., a Delaware corporation (the “Company”),
and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor” and
together with the Company, the “Parties”).


 


W
I T N E S S E T H:


 


WHEREAS, the Company
and the Investor entered into that certain Purchase Agreement, dated August 7, 2019 (the “Purchase Agreement”),
for the purchase of up to Ten Million Dollars ($10,000,000) of the Company’s common stock, par value $0.0001 per share; and


 


WHEREAS, due to
a scrivner’s error, each of the Company and the Investor have determined that it is in the best interest of the Parties to
amend Section 1(r) and Section 1(mm) of the Purchase Agreement to reflect the intent of the Parties.


 


NOW, THEREFORE,
in consideration of the representations, warranties and mutual covenants set forth herein, sufficiency of which is hereby acknowledged
by the Company and the Purchaser as the parties hereto agree as follows:


 


1.                 
Definitions; references; continuation of Purchase Agreement. Unless otherwise specified herein, each term used in
this Amendment that is defined in the Purchase Agreement shall have the meaning assigned to such term in the Purchase Agreement.
Each reference to “hereof,” “hereto,” “hereunder,” “herein” and “hereby,”
and each other similar reference, and each reference to “this Agreement” and each other similar reference, contained
in the Purchase Agreement shall refer to the Purchase Agreement as amended by this Amendment. Except as expressly amended in this
Amendment, all terms and provisions of the Purchase Agreement shall continue and remain in full force and effect.


 


2.                 
Amendments.


 


a.                  
Amendment to Section 1(r). The Parties desire to amend Section 1(r), entitled “Base Price”
and as such, Section 1(r) of the Purchase Agreement is hereby amended and restated and shall read in its entirety as follows:


 


“Base
Price” means a price per Purchase Share equal to the sum of (i) the Signing Market Price and (ii) $0.0431 (subject to
adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction
that occurs on or after the date of this Agreement).


 


b.                 
Amendment to Section 1(nn). The Parties desire to amend Section 1(nn), entitled “Signing Market Price”
and as such, Section 1(nn) of the Purchase Agreement is hereby amended and restated and shall read in its entirety as follows:


 


““Signing Market
Price” means $0.3891, representing the Nasdaq Official Closing Price on the date of this Agreement, which is calculated
as the lower of (i) the most recent the Nasdaq Official Closing Price of the Common Stock on the Nasdaq Capital Market immediately
preceding the execution of this Agreement or (ii) the average of the Nasdaq Official Closing Prices of the Common Stock on the
Nasdaq Capital Market for the five Business Days immediately preceding the signing of this Agreement.”


 


3.                 
Effect on the Purchase Agreement. The Purchase Agreement, as amended hereby, shall remain in full force and effect
and is hereby ratified and confirmed. Except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy of the Parties, nor constitute a waiver of any provision of the Purchase
Agreement (or an agreement to agree to any future amendment, waiver or consent).


 


4.                 
Governing Law; Dispute Resolution. This Amendment shall be governed by and construed in accordance with the laws
of the State of Illinois. The Parties agree that the terms set forth in Section 12(a) of the Purchase Agreement shall be
applicable to this Amendment and are hereby incorporated herein.


 


5.                 
Entire Agreement. The Transaction Documents, including the Purchase Agreement as amended by this Amendment, together
with the, constitute the full and entire understanding and agreement between the Parties with respect to the matters covered herein
and therein.


 


6.                 
Counterparts. This Amendment may be executed in counterparts, all of which shall be one, and the same, agreement.


 


** Signature Page Follows
**


 


 


 






    
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IN WITNESS WHEREOF,
the Parties have executed this Amendment No. 1 to Purchase Agreement as of the Amendment Date.


 





	 	THE COMPANY:
	 	 
	 	PHIO PHARMACEUTICALS CORP.
	 	 
	 	 
	 	By: /s/ Gerrit Dispersyn                      
	 	Name: Gerrit Dispersyn,
Dr. Med. Sc.
	 	Title: President & CEO
	 	 
	 	 
	 	INVESTOR:
	 	 
	 	LINCOLN PARK CAPITAL FUND, LLC
	 	BY: LINCOLN PARK CAPITAL, LLC
	 	BY: ROCKLEDGE CAPITAL CORP.
	 	 
	 	 
	 	 
	 	By: /s/ Josh Scheinfeld                     
	 	Name: Josh Scheinfeld
	 	Title: President



 


 


 


 


 


 






    
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