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)

Registrant’s telephone number, including area code: (206) 805-6300

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

To the extent applicable, the information set forth below under Item 8.01 is incorporated herein by reference.

To the extent applicable, the information set forth below under Item 8.01 is incorporated herein by reference.

On March 6, 2017, the board of directors of PhaseRx, Inc. (the “Company”) set the date of the Company’s 2017 Annual Meeting of Stockholders as Thursday, May 25, 2017, at 8:00 a.m. Pacific Time, at the office of the Company, located at 410 W. Harrison Street, Suite 300, Seattle, Washington 98119 (the “2017 Annual Meeting”). Stockholders of record as of the close of business on March 31, 2017 will be entitled to notice of, and to vote at, the 2017 Annual Meeting.

The 2017 Annual Meeting is the Company’s first annual meeting as a public company. The Company has set a deadline for the receipt of any stockholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for inclusion in the Company’s proxy materials for the 2017 Annual Meeting as March 31, 2017, which the Company believes is a reasonable time before it begins to print and distribute its proxy materials. In order to be considered timely, such stockholder proposals must be received by the Company’s Corporate Secretary at the address set forth below on or before the close of business on March 31, 2017 and comply with the procedures and requirements set forth in Rule 14a-8 under the Exchange Act and any applicable requirements of the Company’s Amended and Restated Bylaws.

A stockholder intending to submit a proposal outside the processes of Rule 14a-8 or to nominate persons for election to serve as a director of the Company, in each case in connection with the 2017 Annual Meeting must provide written notice of such proposal or nomination in accordance with the requirements set forth in the Company’s Amended and Restated Bylaws. To be considered timely, any such notice must be received by the Company’s Corporate Secretary not later than March 31, 2017.

All stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act and all notices of other items of business or director nominations to be brought before the 2017 Annual Meeting must be directed to the Corporate Secretary, PhaseRx, Inc., 410 W. Harrison Street, Suite 300, Seattle, WA 98119. 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.