PZRX / PhaseRx, Inc. - SEC-arkivering, Årsberetning, Fuldmagtserklæring

PhaseRx, Inc.
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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to PhaseRx, Inc.
SEC Filings (Chronological Order)
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February 2, 2018 8-K

Other Events

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 1, 2018 PhaseRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37772 20-4690620 (State or other jurisdiction of incorporation) (Commission File Num

February 1, 2018 8-K

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

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): January 24, 2018 PhaseRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37772 20-4690620 (State or other jurisdiction of incorporation) (Commission File Num

February 1, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): January 31, 2018 PhaseRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37772 20-4690620 (State or other jurisdiction of incorporation) (Commission File Num

February 1, 2018 EX-2.1

Asset Purchase Agreement, dated January 31, 2018, between PhaseRx, Inc. and Roivant Sciences GmbH

Exhibit 2.1 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the ?Agreement?) is made and entered into as of January 31, 2018 (the ?Effective Date?), by and between Roivant Sciences GmbH (?Buyer?), and PhaseRx, Inc., a Delaware corporation (?Seller,? ?PhaseRx,? or ?Debtor?). Buyer and Seller are sometimes referred to herein individually as a ?Party? and collectively as the ?Parties.? Capita

January 24, 2018 8-K

Other Events

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): January 24, 2018 PhaseRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37772 20-4690620 (State or other jurisdiction of incorporation) (Commission File Num

January 18, 2018 8-K

Other Events

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): January 18, 2018 PhaseRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37772 20-4690620 (State or other jurisdiction of incorporation) (Commission File Num

January 10, 2018 8-K

Other Events

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): January 10, 2018 PhaseRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37772 20-4690620 (State or other jurisdiction of incorporation) (Commission File Num

December 15, 2017 EX-99.1

PhaseRx Receives Decision from the Nasdaq Hearings Panel for Continued Listing of Shares

EX-99.1 2 tv481466ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 PhaseRx Receives Decision from the Nasdaq Hearings Panel for Continued Listing of Shares SEATTLE, December 13, 2017 - PhaseRx, Inc. (NASDAQ: PZRX), a biopharmaceutical company developing mRNA treatments for life-threatening inherited liver diseases in children, today announced it received a decision from the Nasdaq Hearings Panel (the “Panel”)

December 15, 2017 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

8-K 1 tv4814668k.htm FORM 8-K 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): December 12, 2017 PhaseRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37772 20-4690620 (State or other jurisdiction of inco

December 12, 2017 EX-99.1

PhaseRx Commences Voluntary Chapter 11 Bankruptcy Protection Proceeding

EX-99.1 2 tv481247ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 PhaseRx Commences Voluntary Chapter 11 Bankruptcy Protection Proceeding SEATTLE, December 11, 2017 - PhaseRx, Inc. (NASDAQ: PZRX), a biopharmaceutical company developing mRNA treatments for life-threatening inherited liver diseases in children, today announced that it has elected to file a voluntary petition under Chapter 11 of the Bankruptcy

December 12, 2017 8-K

Financial Statements and Exhibits, Bankruptcy or Receivership

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): December 11, 2017 PhaseRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37772 20-4690620 (State or other jurisdiction of incorporation) (Commission File Nu

November 28, 2017 EX-99.1

PhaseRx Receives Positive Opinion for Orphan Drug Designation for PRX-ASL from European Medicines Agency

Exhibit 99.1 PhaseRx Receives Positive Opinion for Orphan Drug Designation for PRX-ASL from European Medicines Agency SEATTLE, November 28, 2017 - PhaseRx, Inc. (NASDAQ: PZRX), a biopharmaceutical company developing mRNA treatments for life-threatening inherited liver diseases in children, today announced that the European Medicines Agency?s (EMA) Committee for Orphan Medicinal Products (COMP) has

November 28, 2017 8-K

Financial Statements and Exhibits, Other Events

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): November 28, 2017 PhaseRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37772 20-4690620 (State or other jurisdiction of incorporation) (Commission File Nu

November 9, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 tv4790368k.htm 8-K 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): November 9, 2017 PhaseRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37772 20-4690620 (State or other jurisdiction of incorporat

November 9, 2017 EX-99.1

PhaseRx Reports Third Quarter 2017 Financial Results and Provides Corporate Update

Exhibit 99.1 PhaseRx Reports Third Quarter 2017 Financial Results and Provides Corporate Update SEATTLE, November 9, 2017 - PhaseRx, Inc. (NASDAQ: PZRX), a biopharmaceutical company developing mRNA treatments for life-threatening inherited liver diseases in children, today reported financial results for the third quarter ended September 30, 2017 and provided an update on its corporate activities.

November 9, 2017 10-Q

PZRX / PhaseRx, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37772 PhaseRx,

October 31, 2017 EX-99.1

Unlocking the value of mRNA ® m RNA THERAPEUTICS FOR UREA CYCLE DISORDERS 5 th International mRNA Conference November 1 - 2, 2017, Berlin Robert W. Overell, Ph.D. President and CEO

Exhibit 99.1 Unlocking the value of mRNA ? m RNA THERAPEUTICS FOR UREA CYCLE DISORDERS 5 th International mRNA Conference November 1 - 2, 2017, Berlin Robert W. Overell, Ph.D. President and CEO .. FORWARD - LOOKING STATEMENTS This presentation contains forward - looking statements which are based on current expectations, estimates and projections. Statements that are not historical facts are forwa

October 31, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

8-K 1 tv4781178k.htm 8-K 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): October 31, 2017 PhaseRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37772 20-4690620 (State or other jurisdiction of incorporat

October 31, 2017 EX-99.2

PhaseRx to Present at 5th International mRNA Conference

Exhibit 99.2 PhaseRx to Present at 5th International mRNA Conference SEATTLE, October 31, 2017 - PhaseRx, Inc. (NASDAQ: PZRX), a biopharmaceutical company developing mRNA treatments for life-threatening inherited liver diseases in children, today announced that the company will give a presentation on the development of its mRNA therapeutic, PRX-OTC, to treat ornithine transcarbamylase deficiency a

October 27, 2017 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): October 23, 2017 PhaseRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37772 20-4690620 (State or other jurisdiction of incorporation) (Commission File Num

October 27, 2017 EX-99.1

PhaseRx Receives Delisting Notice from Nasdaq and Evaluates Listing Options

EX-99.1 2 tv477864ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 PhaseRx Receives Delisting Notice from Nasdaq and Evaluates Listing Options SEATTLE, October 26, 2017 - PhaseRx, Inc. (NASDAQ: PZRX), a biopharmaceutical company developing mRNA treatments for life-threatening inherited liver diseases in children, today announced receipt of a delisting notice from Nasdaq, which informed the company that, absen

October 13, 2017 EX-99.1

PhaseRx Announces Corporate Restructuring and Review of Strategic Alternatives

Exhibit 99.1 PhaseRx Announces Corporate Restructuring and Review of Strategic Alternatives SEATTLE, October 13, 2017 - PhaseRx, Inc. (NASDAQ: PZRX), a biopharmaceutical company developing mRNA treatments for life-threatening inherited liver diseases in children, today announced that its board of directors has made a determination to conduct a restructuring of operations to reduce short term opera

October 13, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Other Events

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): October 12, 2017 PhaseRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37772 20-4690620 (State or other jurisdiction of incorporation) (Commission File Num

September 26, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): September 25, 2017 PhaseRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37772 20-4690620 (State or other jurisdiction of incorporation) (Commission File N

September 20, 2017 EX-99.1

PhaseRx Receives Orphan Drug Designation from FDA for PRX-ASL for the Treatment of Argininosuccinate Lyase Deficiency PhaseRx’s second enzyme replacement therapy to receive orphan drug designation for a Urea Cycle Disorder

Exhibit 99.1 PhaseRx Receives Orphan Drug Designation from FDA for PRX-ASL for the Treatment of Argininosuccinate Lyase Deficiency PhaseRx?s second enzyme replacement therapy to receive orphan drug designation for a Urea Cycle Disorder SEATTLE, September 20, 2017 - PhaseRx, Inc. (NASDAQ: PZRX), a biopharmaceutical company developing mRNA treatments for life-threatening inherited liver diseases in

September 20, 2017 8-K

Financial Statements and Exhibits, Other Events

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): September 20, 2017 PhaseRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37772 20-4690620 (State or other jurisdiction of incorporation) (Commission File N

September 8, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): September 5, 2017 PhaseRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37772 20-4690620 (State or other jurisdiction of incorporation) (Commission File Nu

August 24, 2017 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): August 22, 2017 PhaseRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37772 20-4690620 (State or other jurisdiction of incorporation) (Commission File Numb

August 10, 2017 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 v4727538k.htm FORM 8-K 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): August 8, 2017 PhaseRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37772 20-4690620 (State or other jurisdiction of incorpor

August 10, 2017 EX-99.1

PhaseRx Reports Second Quarter 2017 Financial Results and Provides Corporate Update

Exhibit 99.1 PhaseRx Reports Second Quarter 2017 Financial Results and Provides Corporate Update SEATTLE, August 10, 2017 - PhaseRx, Inc. (NASDAQ: PZRX), a biopharmaceutical company developing mRNA treatments for life-threatening inherited liver diseases in children, today reported financial results for the second quarter ended June 30, 2017 and provided an update on its corporate activities. ?Pha

August 10, 2017 10-Q

PZRX / PhaseRx, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37772 PhaseRx, Inc.

July 10, 2017 FWP

Unlocking the value of mRNA? ? INVESTOR PRESENTATION JULY 2017 NASDAQ: PZRX Issuer Free Writing Prospectus Filed Pursuant to Rule 433 of the Securities Act of 1933, as amended Registration Statement No. 333 - 218872

Unlocking the value of mRNA? ? INVESTOR PRESENTATION JULY 2017 NASDAQ: PZRX Issuer Free Writing Prospectus Filed Pursuant to Rule 433 of the Securities Act of 1933, as amended Registration Statement No.

July 6, 2017 EX-10.47

[remainder of page intentionally blank]

Exhibit 10.47 June 30, 2017 STRICTLY CONFIDENTIAL PhaseRx, Inc. 410 W. Harrison Street, Suite 300 Seattle, Washington 98119 Attn: Robert W. Overell, Ph.D., Chief Executive Officer Dear Dr. Overell: Reference is made to the engagement agreement (the ?Engagement Agreement?), dated June 14, 2017, by and between PhaseRx, Inc. (the ?Company?) and H.C. Wainwright & Co., LLC (?Wainwright?), pursuant to w

July 6, 2017 S-1/A

PhaseRx AMENDMENT NO. 1 TO FORM S-1

S-1/A 1 t1701957-s1a.htm AMENDMENT NO. 1 TO FORM S-1 TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on July 5, 2017 Registration No. 333-218872 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PhaseRx, Inc. (Exact name of registrant as specified in its charter) De

July 6, 2017 EX-10.46

June 14, 2017

Exhibit 10.46 June 14, 2017 STRICTLY CONFIDENTIAL PhaseRx, Inc. 410 W. Harrison Street, Suite 300 Seattle, Washington 98119 Attn: Robert W. Overell, Ph.D., Chief Executive Officer Dear Dr. Overell: This letter agreement (this ?Agreement?) constitutes the agreement between PhaseRx, Inc. (the ?Company?) and H.C. Wainwright & Co., LLC (?Wainwright?), that Wainwright shall serve as the exclusive agent

June 21, 2017 S-1

PhaseRx FORM S-1

t1701925-s1 - none - 4.6593586s TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on June 21, 2017 Registration No. 333-??????? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PhaseRx, Inc. (Exact name of registrant as specified in its charter) ? Delaware ? ? 2834 ? ? 20-4690620 ?

May 26, 2017 8-K

Submission of Matters to a Vote of Security Holders

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): May 25, 2017 PhaseRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37772 20-4690620 (State or other jurisdiction of incorporation) (Commission File Number)

May 12, 2017 10-Q

PhaseRx 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37772 PhaseRx, Inc

May 12, 2017 EX-10.1

FIRST AMENDMENT TO THE PHASERX, INC. 2016 LONG-TERM INCENTIVE PLAN

EX-10.1 2 v465539ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 FIRST AMENDMENT TO THE PHASERX, INC. 2016 LONG-TERM INCENTIVE PLAN This FIRST AMENDMENT TO THE PhaseRx, Inc. 2016 Long-Term Incentive Plan (this “Amendment”), dated as of March 23, 2017, is made and entered into by PhaseRx, Inc., a Delaware corporation (the “Company”). Terms used in this Amendment with initial capital letters that are not other

May 12, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 12, 2017 PhaseRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37772 20-4690620 (State or other jurisdiction of incorporation) (Commission File Number)

May 12, 2017 EX-99.1

PhaseRx Reports First Quarter 2017 Financial Results and Provides Corporate Update

Exhibit 99.1 PhaseRx Reports First Quarter 2017 Financial Results and Provides Corporate Update SEATTLE, May 12, 2017 - PhaseRx, Inc. (NASDAQ: PZRX), a biopharmaceutical company developing mRNA treatments for life-threatening inherited liver diseases in children, today reported financial results for the first quarter ending March 31, 2017 and provided an update on its corporate activities. ?PhaseR

April 13, 2017 DEF 14A

PhaseRx DEF 14A

DEF 14A 1 v463973def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 1

March 27, 2017 S-8

PhaseRx FORM S-8

As filed with the Securities and Exchange Commission on March 27, 2017 Registration No.

March 27, 2017 10-K

PhaseRx FORM 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37772 PhaseRx, Inc.

March 27, 2017 EX-21.1

PhaseRx, Inc. List of Subsidiaries

EX-21.1 2 v461653ex21-1.htm EXHIBIT 21.1 Exhibit 21.1 PhaseRx, Inc. List of Subsidiaries The following is a list of each subsidiary of PhaseRx, Inc., a Delaware corporation, as of March 27, 2016, and the country in which each such subsidiary is organized. Name of Subsidiary* Jurisdiction of Incorporation PhaseRx Ireland Limited Ireland * No subsidiary does business under any name other than as lis

March 27, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 27, 2017 PhaseRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37772 20-4690620 (State or other jurisdiction of incorporation) (Commission File Numbe

March 27, 2017 EX-99.1

PhaseRx Reports Fourth Quarter and Full Year 2016 Financial Results and Provides Corporate Update

EX-99.1 2 v462578ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 PhaseRx Reports Fourth Quarter and Full Year 2016 Financial Results and Provides Corporate Update SEATTLE, March 27, 2017 - PhaseRx, Inc. (NASDAQ: PZRX), a biopharmaceutical company developing mRNA treatments for life-threatening inherited liver diseases in children, today reported financial results for the fourth quarter and full year ended De

March 8, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 8, 2017 PhaseRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37772 20-4690620 (State or other jurisdiction of incorporation) (Commission File Number

March 8, 2017 EX-99.1

Unlocking the value of mRNA ® CORPORATE PRESENTATION March 8, 2017 NASDAQ: PZRX

Exhibit 99.1 Unlocking the value of mRNA ? CORPORATE PRESENTATION March 8, 2017 NASDAQ: PZRX .. FORWARD - LOOKING STATEMENTS This presentation contains forward - looking statements which are based on current expectations, estimates and projections. Statements that are not historical facts are forward - looking statements and typically are identified by words like ?may?, ?believe?, ?anticipate?, ?c

March 6, 2017 8-K

PhaseRx 8-K (Current Report/Significant Event)

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): March 6, 2017 PhaseRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37772 20-4690620 (State or other jurisdiction of incorporation) (Commission File Number

November 28, 2016 8-K

Financial Statements and Exhibits, Other Events

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): November 28, 2016 PhaseRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37772 20-4690620 (State or other jurisdiction of incorporation) (Commission File Nu

November 28, 2016 EX-99.1

PhaseRx Receives Orphan Drug Designation from FDA for PRX-OTC for the Treatment of Ornithine Transcarbamylase Deficiency On track to file investigational new drug (IND) application in late 2017

EX-99.1 2 v453936ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 PhaseRx Receives Orphan Drug Designation from FDA for PRX-OTC for the Treatment of Ornithine Transcarbamylase Deficiency On track to file investigational new drug (IND) application in late 2017 SEATTLE, November 28, 2016 - PhaseRx, Inc. (NASDAQ: PZRX), a biopharmaceutical company developing mRNA treatments for life-threatening inherited liver d

November 8, 2016 EX-99.2

PhaseRx Announces Positive Safety Results from Large Animal Study with Hybrid mRNA Delivery Technology

Exhibit 99.2 PhaseRx Announces Positive Safety Results from Large Animal Study with Hybrid mRNA Delivery Technology SEATTLE, November 8, 2016 - PhaseRx, Inc. (NASDAQ: PZRX), a biopharmaceutical company developing treatments for life-threatening inherited liver diseases in children, today announced positive results from the company?s single escalating dose response study in non-human primates. The

November 8, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): November 8, 2016 PhaseRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37772 20-4690620 (State or other jurisdiction of incorporation) (Commission File Num

November 8, 2016 EX-99.1

Unlocking the value of mRNA ® Non - Human Primate Safety Study Data November 8, 2016 NASDAQ: PZRX

Exhibit 99.1 Unlocking the value of mRNA ? Non - Human Primate Safety Study Data November 8, 2016 NASDAQ: PZRX FORWARD - LOOKING STATEMENTS This presentation contains forward - looking statements which are based on current expectations, estimates and projections. Statements that are not historical facts are forward - looking statements and typically are identified by words like ?may?, ?believe?, ?

November 7, 2016 8-K

PhaseRx FORM 8-K (Current Report/Significant Event)

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): November 7, 2016 PhaseRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37772 20-4690620 (State or other jurisdiction of incorporation) (Commission File Num

November 7, 2016 EX-99.1

PhaseRx Reports Third Quarter 2016 Financial Results and Provides Corporate Update

EX-99.1 2 v452148ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 PhaseRx Reports Third Quarter 2016 Financial Results and Provides Corporate Update SEATTLE, November 7, 2016 - PhaseRx, Inc. (NASDAQ: PZRX), a biopharmaceutical company developing treatments for life-threatening inherited liver diseases in children, today reported financial results for the quarter and nine months ended September 30, 2016, and p

November 7, 2016 10-Q

PhaseRx FORM 10-Q (Quarterly Report)

10-Q 1 v45159410q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

November 7, 2016 EX-10.1

SEVENTH AMENDMENT TO LEASE

Exhibit 10.1 SEVENTH AMENDMENT TO LEASE THIS SEVENTH AMENDMENT TO LEASE (this ?Seventh Amendment?) is made as of September 27, 2016, by and between ARE-SEATTLE NO. 10, LLC, a Delaware limited liability company (?Landlord?), and PHASERX INC., a Delaware corporation (?Tenant?). RECITALS A. Landlord and Tenant entered into that certain Lease Agreement dated as of February 9, 2010, as amended by that

November 7, 2016 EX-10.2

FIFTH AMENDMENT TO LEASE

Exhibit 10.2 FIFTH AMENDMENT TO LEASE THIS FIFTH AMENDMENT TO LEASE (this ?Fifth Amendment?) is made as of September 27, 2016, by and between ARE-SEATTLE NO. 10, LLC, a Delaware limited liability company (?Landlord?), and PHASERX INC., a Delaware corporation (?Tenant?). RECITALS A. Landlord and Tenant entered into that certain Lease Agreement dated as of February 9, 2010, as amended by that certai

August 24, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): August 19, 2016 PhaseRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37772 20-4690620 (State or other jurisdiction of incorporation) (Commission File Numb

August 24, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): August 19, 2016 PhaseRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37772 20-4690620 (State or other jurisdiction of incorporation) (Commission File Numb

August 12, 2016 S-8

PhaseRx FORM S-8

S-8 1 v446854s-8.htm FORM S-8 As filed with the Securities and Exchange Commission on August 12, 2016 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PhaseRx, Inc. (Exact name of registrant as specified in its charter) Delaware 20-4690620 (State or other jurisdiction of incorporation or o

August 2, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 2, 2016 PhaseRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37772 20-4690620 (State or other jurisdiction of incorporation) (Commission File Numbe

August 2, 2016 EX-99.1

PhaseRx Reports Second Quarter 2016 Financial Results and Provides Corporate Update

PhaseRx Reports Second Quarter 2016 Financial Results and Provides Corporate Update SEATTLE, August 2, 2016 - PhaseRx, Inc.

August 2, 2016 EX-10.10

AMENDMENT NO.3 TO CONSULTING AGREEMENT

Exhibit 10.10 AMENDMENT NO.3 TO CONSULTING AGREEMENT This Amendment No. 3 to Consulting Agreement (this ?Amendment?), dated June 30, , 2016, is entered into between PhaseRx, Inc., a Delaware corporation having a place of business at 410 West Harrison Street, Seattle, WA 98119 (the ?Company?) and Paul H. Johnson, Ph.D., having a place of business at 12020 211th Place SE, Snohomish, Washington 98296

August 2, 2016 EX-10.8

NONQUALIFIED STOCK OPTION AGREEMENT PHASERX, INC. 2016 LONG-TERM INCENTIVE PLAN

Exhibit 10.8 EMPLOYEE NONQUALIFIED STOCK OPTION AGREEMENT PHASERX, INC. 2016 LONG-TERM INCENTIVE PLAN 1. Grant of Option. Pursuant to the PhaseRx, Inc. 2016 Long-Term Incentive Plan (the ?Plan?) for key Employees, key Contractors, and Outside Directors of PhaseRx, Inc., a Delaware corporation (the ?Company?), the Company grants to (the ?Participant?), an option (the ?Option? or ?Stock Option?) to

August 2, 2016 EX-10.6

AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT

EX-10.6 4 v444620ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT This AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT (this “Amendment”), dated as of , 2016, is made and entered into by and between PhaseRx, Inc., a Delaware corporation (the “Company”), and (the “Participant”). Terms used in this Amendment with initial capital letters that are not otherwise de

August 2, 2016 EX-10.7

INCENTIVE STOCK OPTION AGREEMENT PHASERX, INC. 2016 LONG-TERM INCENTIVE PLAN

Exhibit 10.7 INCENTIVE STOCK OPTION AGREEMENT PHASERX, INC. 2016 LONG-TERM INCENTIVE PLAN 1. Grant of Option. Pursuant to the PhaseRx, Inc. 2016 Long-Term Incentive Plan (the ?Plan?), as adopted by PhaseRx, Inc., a Delaware corporation (the ?Company?), the Company grants to (the ?Participant?) who is an Employee of the Company, an option (the ?Option? or ?Stock Option?) to purchase a total of () f

August 2, 2016 EX-10.5

AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT

Exhibit 10.5 AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT This AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT (this ?Amendment?), dated as of June , 2016, is made and entered into by and between PhaseRx, Inc., a Delaware corporation (the ?Company?), and (the ?Participant?). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings

August 2, 2016 EX-10.4

AMENDMENT TO INCENTIVE STOCK OPTION AGREEMENT

Exhibit 10.4 AMENDMENT TO INCENTIVE STOCK OPTION AGREEMENT This AMENDMENT TO INCENTIVE STOCK OPTION AGREEMENT (this ?Amendment?), dated as of , 2016, is made and entered into by and between PhaseRx, Inc., a Delaware corporation (the ?Company?), and (the ?Participant?). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed t

August 2, 2016 10-Q

PhaseRx 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37772 PhaseRx, Inc.

August 2, 2016 EX-10.9

NONQUALIFIED STOCK OPTION AGREEMENT PHASERX, INC. 2016 LONG-TERM INCENTIVE PLAN

EX-10.9 7 v444620ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT PHASERX, INC. 2016 LONG-TERM INCENTIVE PLAN 1. Grant of Option. Pursuant to the PhaseRx, Inc. 2016 Long-Term Incentive Plan (the “Plan”) for key Employees, key Contractors, and Outside Directors of PhaseRx, Inc., a Delaware corporation (the “Company”), the Company grants to (the “Participant”), an op

June 21, 2016 8-K

Financial Statements and Exhibits, Other Events

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): June 21, 2016 PhaseRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37772 20-4690620 (State or other jurisdiction of incorporation) (Commission File Number

June 21, 2016 EX-99.1

PhaseRx Advances Product Pipeline for Treatment of Rare Genetic Liver Diseases Selects Lead Product Candidate PRX-OTC and Announces Positive Proof-of-Concept Data for Second Product Candidate PRX-ASL

Exhibit 99.1 PhaseRx Advances Product Pipeline for Treatment of Rare Genetic Liver Diseases Selects Lead Product Candidate PRX-OTC and Announces Positive Proof-of-Concept Data for Second Product Candidate PRX-ASL SEATTLE, June 21, 2016 - PhaseRx, Inc. (NASDAQ: PZRX), a biopharmaceutical company developing treatments for life-threatening inherited liver diseases in children, today announced product

June 9, 2016 EX-10.2

WARRANT AGREEMENT To Purchase Shares of the Common Stock of PHASERX, INC. Dated as of June 7, 2016 (the ?Effective Date?)

Exhibit 10.2 THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO SECTION 11 HEREOF, AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUN

June 9, 2016 8-K

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): June 7, 2016 PhaseRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37772 20-4690620 (State or other jurisdiction of incorporation) (Commission File Number)

June 9, 2016 EX-10.1

LOAN AND SECURITY AGREEMENT

Exhibit 10.1 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT is made and dated as of June 7, 2016 and is entered into by and among (a) PHASERX, INC., a Delaware corporation, and each of its Qualified Subsidiaries (hereinafter collectively referred to as the ?Borrower?), (b) the several banks and other financial institutions or entities from time to time parties to this Agreement (coll

June 8, 2016 SC 13D

PZRX / PhaseRx, Inc. / 5AM Ventures II LP - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. )* PHASERX, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 71723F103 (CUSIP Number) Paul Stone 5AM Ventures I

June 6, 2016 SC 13D

PZRX / PhaseRx, Inc. / Arch Venture Fund VII LP Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* PhaseRX, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 71723F 103 (CUSIP Number) Mark McDonnell ARCH Venture Corporation 8725 W. Higgins Road Suite 290 Chicago, IL 60631 (Name, Address and Telephone Number of Person

June 2, 2016 SC 13D

PZRX / PhaseRx, Inc. / Versant Venture Capital III, L.P. - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. )* PHASERX, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 71723F103 (CUSIP Number) Versant Ventures III, LLC

May 27, 2016 EX-1

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional joint filing agreement.

May 27, 2016 SC 13D

PZRX / PhaseRx, Inc. / ALEXANDRIA REAL ESTATE EQUITIES INC - SC 13D Activist Investment

SC 13D 1 a16-122871sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* PHASERX, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 71723F103 (CUSIP Number) Dean A. Shigenaga Chief Financial Officer Alexandria Real Estate Equities Inc. 385 E. Colo

May 23, 2016 8-K

PhaseRx FORM 8-K (Current Report/Significant Event)

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): May 17, 2016 PhaseRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37772 20-4690620 (State or other jurisdiction of incorporation) (Commission File Number)

May 23, 2016 EX-3.2

Amended and Restated Bylaws, as presently in effect (incorporated by reference to Exhibit 3.2 to Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2016)

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF PHASERX, INC. (as amended and restated on May 23, 2016, and effective immediately as of the closing of the corporation?s initial public offering) TABLE OF CONTENTS Page ARTICLE I ? CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II ? MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 A

May 23, 2016 EX-3.1

Fourth amended and Restated Certificate of Incorporation, as amended, as presently in effect (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2016)

Exhibit 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PHASERX, INC. PhaseRx, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), certifies that: A. The name of the Corporation is PhaseRx, Inc. The Corporation?s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on March 9, 2006.

May 23, 2016 EX-10.1

PHASERX, INC. 2016 LONG-TERM INCENTIVE PLAN

Exhibit 10.1 PHASERX, INC. 2016 LONG-TERM INCENTIVE PLAN The PhaseRx, Inc. 2016 Long-Term Incentive Plan (the ?Plan?) was adopted by the Board of Directors of PhaseRx, Inc., a Delaware corporation (the ?Company?) and approved by the Company?s stockholders, effective as of May 23, 2016. Article 1 PURPOSE The purpose of the Plan is to attract and retain the services of key Employees, key Contractors

May 23, 2016 424B4

1,021,525 SHARES Common Stock TABLE OF CONTENTS PROSPECTUS SUMMARY THE OFFERING SUMMARY FINANCIAL DATA RISK FACTORS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS USE OF PROCEEDS DIVIDEND POLICY CAPITALIZATION SELECTED HISTORICAL FINANCIAL DATA

Filed pursuant to Rule 424(b)(4) Registration No. 333-210811 PROSPECTUS 1,021,525 SHARES Common Stock This prospectus relates to the offer for sale of 1,021,525 shares of common stock, par value $0.0001 per share, by certain stockholders named in this prospectus, referred to as selling stockholders throughout this prospectus. The selling stockholders are investors who made term loans to us in Dece

May 18, 2016 424B4

3,700,000 SHARES Common Stock Laidlaw & Company (UK) Ltd. Roth Capital Partners TABLE OF CONTENTS PROSPECTUS SUMMARY THE OFFERING SUMMARY FINANCIAL DATA RISK FACTORS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS USE OF PROCEEDS DIVIDEND POLICY

Filed pursuant to Rule 424(b)(4) Registration No. 333-210811 PROSPECTUS 3,700,000 SHARES Common Stock This is our initial public offering of common stock. We are offering 3,700,000 shares of our common stock, par value $0.0001 per share. The initial public offering price is $5.00 per share. Prior to this offering, no public market has existed for the shares of our common stock. Our common stock ha

May 16, 2016 S-1/A

PhaseRx S-1/A

As filed with the U.S. Securities and Exchange Commission on May 16, 2016. Registration No. 333-210811 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PhaseRx, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 20-4690620 (State of other jurisdiction of incorporation o

May 13, 2016 CORRESP

PhaseRx ESP

PhaseRx, Inc. 410 W. Harrison Street, Suite 300 Seattle, WA 98119 May 13, 2016 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Suzanne Hayes, Assistant Director Re: PhaseRx, Inc. Registration Statement on Form S-1 File No. 333-210811 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 promulgated

May 13, 2016 CORRESP

PhaseRx ESP

LAIDLAW & COMPANY (UK) LTD. 546 Fifth Avenue, 5th Floor New York, New York 10036 May 13, 2016 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission Washington, D.C. 20549 Attention: Ms. Suzanne Hayes, Assistant Director Re: PhaseRx, Inc. Registration Statement on Form S-1 File No. 333-210811 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations of t

May 10, 2016 8-A12B

PhaseRx FORM 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 PhaseRx, Inc.

May 10, 2016 S-1/A

PhaseRx S-1/A

As filed with the U.S. Securities and Exchange Commission on May 10, 2016. Registration No. 333-210811 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PhaseRx, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 20-4690620 (State of other jurisdiction of incorporation o

May 6, 2016 S-1/A

PhaseRx S-1/A

S-1/A 1 v439129s1a.htm S-1/A As filed with the U.S. Securities and Exchange Commission on May 6, 2016. Registration No. 333-210811 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PhaseRx, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 20-4690620 (State of other jur

May 4, 2016 CORRESP

PhaseRx ESP

May 4, 2016 VIA EDGAR AND OVERNIGHT DELIVERY Division of Corporation Finance Securities and Exchange Commission Washington, D.

May 2, 2016 CORRESP

PhaseRx ESP

May 2, 2016 VIA EDGAR AND OVERNIGHT DELIVERY Division of Corporation Finance Securities and Exchange Commission Washington, D.

May 2, 2016 S-1/A

PhaseRx S-1/A

As filed with the U.S. Securities and Exchange Commission on May 2, 2016. Registration No. 333-210811 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PhaseRx, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 20-4690620 (State of other jurisdiction of incorporation or

April 18, 2016 S-1

PhaseRx S-1

As filed with the U.S. Securities and Exchange Commission on April 18, 2016. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PhaseRx, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 20-4690620 (State of other jurisdiction of incorporation or organization) (Primar

April 18, 2016 CORRESP

PhaseRx ESP

April 18, 2016 VIA EDGAR AND OVERNIGHT DELIVERY Division of Corporation Finance Securities and Exchange Commission Washington, D.

March 16, 2016 DRSLTR

PhaseRx TR

March 16, 2016 VIA EDGAR AND OVERNIGHT DELIVERY Division of Corporation Finance Securities and Exchange Commission Washington, D.

March 16, 2016 DRS/A

PhaseRx A

Confidential draft #2 as confidentially submitted to the U.S. Securities and Exchange Commission on March 16, 2016. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION

February 12, 2016 DRS

PhaseRx

As confidentially submitted to the Securities and Exchange Commission on February 12, 2016 Registration No.

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