UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): April 14, 2021

ABEONA THERAPEUTICS INC.

(Exact name of registrant as specified in its charter)

1330 Avenue of the Americas, 33rd Floor,

New York, NY 10019

(Address of principal executive offices) (Zip Code)

(646) 813-4701
(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 14, 2021, the Board of Directors (the “Board”) of Abeona Therapeutics Inc. (the “Company”) appointed Leila Alland, M.D. and Donald Wuchterl to serve on the Board effective on April 14, 2021. Dr. Alland will serve as a Class 2 director whose term will expire at the Company’s upcoming 2021 annual meeting of stockholders. Mr. Wuchterl will serve as a Class 3 director whose term will expire at the Company’s annual meeting of stockholders to be held in 2022. Committee assignments, if any, for each of Dr. Alland or Mr. Wuchterl will be disclosed in a Current Report on Form 8-K once determined by the Board.

The Board has determined that each of Dr. Alland and Mr. Wuchterl qualify as an “independent director” as defined under Nasdaq Listing Rule 5605(a)(2).

As non-employee directors, Dr. Alland and Mr. Wuchterl will each receive the same compensation as the other non-employee directors of the Company under the standard arrangements and agreements described in the Company’s 2021 Annual Meeting Proxy Statement. The Company is not aware of any transaction or relationship involving Dr. Alland or Mr. Wuchterl requiring disclosure under Item 404(a) of Regulation S-K.

The Company has issued a press release, dated April 19, 2021, announcing the appointment of Dr. Alland and Mr. Wuchterl to the Board. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information furnished in Exhibit 99.1 hereto shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended, or under the Exchange Act, unless the Company expressly sets forth in such future filings that such information is to be considered “filed” or incorporated by reference therein.

(d) Exhibits

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.