ABEONA THERAPEUTICS INC. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 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 001-15771 ABEONA THERAPEUTICS INC . (Exact name of registrant as specified in its charter) Delaware 83-0221517 (State or Other Jurisdiction of incorporation or Organization (I.R.S. Employer Identification No.) 1330 Avenue of the Americas , 33 rd Floor , New York , NY 10019 (Address of principal executive offices, zip code) (646) 813-4701 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.01 par value ABEO Nasdaq Capital Market Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ 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 standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The number of shares outstanding of the registrant’s common stock as of November 7, 2022 was 17,175,799 shares. ABEONA THERAPEUTICS INC. Form 10-Q For the Quarter Ended September 30, 2022 INDEX Page No. PART I - FINANCIAL INFORMATION Item 1 Financial Statements: 3 Condensed Consolidated Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021 3 Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2022 and 2021 4 Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2022 and 2021 5 Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021 7 Notes to Unaudited Condensed Consolidated Financial Statements 8 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 18 Item 3. Quantitative and Qualitative Disclosures About Market Risk 25 Item 4. Controls and Procedures 25 PART II - OTHER INFORMATION Item 1. Legal Proceedings 26 Item 1A. Risk Factors 26 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 26 Item 6. Exhibits 26 SIGNATURES 27 1 FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains statements that express management’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “could,” “would,” “seeks,” “estimates,” and variations of such words and similar expressions, and the negatives thereof, are intended to identify such forward-looking statements. Such “forward-looking statements” speak only as of the date made and are not guarantees of future performance and involve certain risks, uncertainties, estimates, and assumptions by management that are difficult to predict. Various factors, some of which are beyond the Company’s control, could cause actual results to differ materially from those expressed in, or implied by, such forward-looking statements. In addition, we disclaim any obligation to update any forward-looking statements to reflect events or circumstances after the date of this report, except as may otherwise be required by the federal securities laws. Forward-looking statements necessarily involve risks and uncertainties, and our actual results could differ materially from those anticipated in forward-looking statements due to a number of factors. These statements include statements about: our plans to submit a Biologics License Application for EB-101 and the timing thereof; the expected benefits of EB-101 being granted Orphan Drug and Rare Pediatric Disease designations by the FDA; our plans to continue development of AAV-based gene therapies designed to treat ophthalmic and other diseases and next-generation AAV-based gene therapies; the achievement of or expected timing, progress and results of clinical development, clinical trials and potential regulatory approvals; our pipeline of product candidates; our belief that EB-101 could potentially benefit patients with RDEB; development of our novel AAV-based gene therapy platform technology; our belief in the adequacy of the clinical trial data from our VIITAL™ clinical trial, together with the data generated in the program to date, to support regulatory approvals; our dependence upon our third-party and related-party customers and vendors and their compliance with regulatory bodies; our estimates regarding expenses, future revenues, capital requirements, and needs for additional financing; our intellectual property position and our ability to obtain, maintain and enforce intellectual property protection and exclusivity for our proprietary assets; our estimates regarding the size of the potential markets for our product candidates, the strength of our commercialization strategies and our ability to serve and supply those markets; and future economic conditions or performance. Important factors that could affect performance and cause results to differ materially from management’s expectations are described in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as updated from time to time in the Company’s SEC filings, including this Quarterly Report on Form 10-Q. These factors include: our ability to successfully submit a Biologics License Application for EB-101 and the outcome thereof; our ability to find a potential commercialization partner for EB-101; our ability to access our existing at-the-market sale agreement; our ability to access additional financial resources and/or our financial flexibility to reduce operating expenses if required; our ability to obtain additional equity funding from current or new stockholders; the potential impacts of global healthcare emergencies, such as pandemics, on our business, operations, and financial condition; our ability to out-license technology and/or other assets, deferring and/or eliminating planned expenditures, restructuring operations and/or reducing headcount, and sales of assets; the dilutive effect that raising additional funds by selling additional equity securities would have on the relative equity ownership of our existing investors, including under our existing at-the-market sale agreement; the outcome of any interactions with the U.S. Food and Drug Administration (“FDA”) or other regulatory agencies relating to any of our products or product candidates; our ability to continue to secure and maintain regulatory designations for our product candidates; our ability to develop manufacturing capabilities compliant with current good manufacturing practices for our product candidates; our ability to manufacture cell and gene therapy products and produce an adequate product supply to support clinical trials and potentially future commercialization; the rate and degree of market acceptance of our product candidates for any indication once approved; and our ability to meet our obligations contained in license agreements to which we are party. 2 PART I – FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS ABEONA THERAPEUTICS INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets (In thousands, except share and per share amounts) September 30, 2022 December 31, 2021 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 5,733 $ 32,938 Short-term investments 12,434 12,086 Restricted cash 5,338 5,891 Accounts receivable — 3,000 Other receivables 1,047 — Prepaid expenses and other current assets 945 2,377 Total current assets 25,497 56,292 Property and equipment, net 6,606 12,339 Right-of-use lease assets 6,638 9,403 Licensed technology, net — 1,384 Other assets 20 168 Total assets $ 38,761 $ 79,586 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 1,748 $ 4,325 Accrued expenses 4,121 5,585 Current portion of lease liability 1,810 1,818 Current portion of payable to licensor 4,921 4,599 Deferred revenue — 296 Total current liabilities 12,600 16,623 Payable to licensor 4,064 3,828 Other long-term liabilities 200 200 Long-term lease liabilities 6,484 7,560 Total liabilities 23,348 28,211 Commitments and contingencies - - Stockholders’ equity: Preferred stock - $ 0.01 par value; authorized 2,000,000 shares; No shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively — — Common stock - $ 0.01 par value; authorized 200,000,000 shares; 7,671,351 and 5,888,217 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively 77 1,472 Additional paid-in capital 709,590 705,570 Accumulated deficit ( 694,210 ) ( 655,640 ) Accumulated other comprehensive loss ( 44 ) ( 27 ) Total stockholders’ equity 15,413 51,375 Total liabilities and stockholders’ equity $ 38,761 $ 79,586 The accompanying notes are an integral part of these unaudited condensed consolidated statements. 3 ABEONA THERAPEUTICS INC. AND SUBSIDIARIES Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (In thousands, except share and per share amounts) 2022 2021 2022 2021 For the three months ended September 30, For the nine months ended September 30, 2022 2021 2022 2021 Revenues: License and other revenues $ — $ — $ 1,346 $ — Expenses: Royalties — — 350 — Research and development 5,490 9,056 22,693 25,923 General and administrative 3,890 5,816 11,574 17,261 Impairment of licensed technology — — 1,355 — Impairment of right-of-use lease asset — — 1,561 — Impairment of construction-in-progress — — 1,792 — Total expenses 9,380 14,872 39,325 43,184 Loss from operations ( 9,380 ) ( 14,872 ) ( 37,979 ) ( 43,184 ) Gain on settlement with licensor — 6,743 — 6,743 PPP loan payable forgiveness income — 1,758 — 1,758 Interest income 72 7 103 35 Interest expense ( 157 ) ( 683 ) ( 558 ) ( 3,603 ) Other income (expense) ( 19 ) 3 ( 136 ) ( 2 ) Net loss $ ( 9,484 ) $ ( 7,044 ) $ ( 38,570 ) $ ( 38,253 ) Deemed dividends related to Series A and Series B Convertible Redeemable Preferred Stock — — ( 3,782 ) — Net loss attributable to Common Shareholders $ ( 9,484 ) $ ( 7,044 ) $ ( 42,352 ) $ ( 38,253 ) Basic and diluted loss per common share $ ( 1.48 ) $ ( 1.80 ) $ ( 7.05 ) $ ( 9.93 ) Weighted average number of common shares outstanding – basic and diluted 6,421,245 3,924,024 6,009,902 3,853,318 Other comprehensive income (loss): Change in unrealized gains (losses) related to available-for-sale debt securities ( 4 ) 1 ( 11 ) 10 Foreign currency translation adjustments ( 6 ) ( 9 ) ( 6 ) ( 9 ) Comprehensive loss $ ( 9,494 ) $ ( 7,052 ) $ ( 42,369 ) $ ( 38,252 ) The accompanying notes are an integral part of these unaudited condensed consolidated statements. 4 ABEONA THERAPEUTICS INC. AND SUBSIDIARIES Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) (In thousands, except share amounts) Shares Amount Shares Amount Shares Amount Capital Deficit Loss Equity Three months ended September 30, 2022 Convertible Redeemable Preferred Stock Accumulated Series A Series B Common Stock Additional Paid-in Accumulated Other Comprehensive Total Stockholders’ Shares Amount Shares Amount Shares Amount Capital Deficit Loss Equity Balance at June 30, 2022 — $ — — $ — 5,870,375 $ 1,467 $ 703,379 $ ( 684,726 ) $ ( 34 ) $ 20,086 Stock-based compensation expense — — — — — — 632 — — 632 Issuance of common stock, net of offering costs under open market sale agreement (ATM) — — — — 1,038,134 10 4,179 — — 4,189 Issuance of common stock in connection with restricted share awards, net of cancellations and shares settled for tax witholding settlement — — — — 762,842 8 ( 8 ) — — — Reverse stock-split adjustment — — — — — ( 1,408 ) 1,408 — — — Net loss — — — — — — — ( 9,484 ) — ( 9,484 ) Other comprehensive loss — — — — — — — — ( 10 ) ( 10 ) Balance at September 30, 2022 — $ — — $ — 7,671,351 $ 77 $ 709,590 $ ( 694,210 ) $ ( 44 ) $ 15,413 Nine months ended September 30, 2022 Convertible Redeemable Preferred Stock Accumulated Series A Series B Common Stock Additional Paid-in Accumulated Other Comprehensive Total Stockholders’ Shares Amount Shares Amount Shares Amount Capital Deficit Loss Equity Balance at December 31, 2021 — $ — — $ — 5,888,217 $ 1,472 $ 705,570 $ ( 655,640 ) $ ( 27 ) $ 51,375 Stock-based compensation expense — — — — — — 2,218 — — 2,218 Issuance of common stock, net of offering costs under open market sale agreement (ATM) — — — — 1,038,134 10 4,179 — — 4,189 Issuance of common stock in connection with restricted share awards, net of cancellations and shares settled for tax witholding settlement — — — — 745,000 3 ( 3 ) — — — Issuance of Series A and Series B Convertible Redeemable Preferred Stock 1,000,006 17,974 250,005 4,494 — — — — — — Deemed dividends related to Series A and Series B Convertible Redeemable Preferred Stock — 3,026 — 756 — — ( 3,782 ) — — ( 3,782 ) Redemption of Series A and Series B Convertible Redeemable Preferred Stock ( 1,000,006 ) ( 21,000 ) ( 250,005 ) ( 5,250 ) — — — — — — Reverse stock-split adjustment — — — — — ( 1,408 ) 1,408 — — — Net loss — — — — — — — ( 38,570 ) — ( 38,570 ) Other comprehensive loss — — — — — — — — ( 17 ) ( 17 ) Balance at September 30, 2022 — $ — — $ — 7,671,351 $ 77 $ 709,590 $ ( 694,210 ) $ ( 44 ) $ 15,413 The accompanying notes are an integral part of these unaudited condensed consolidated statements. 5 ABEONA THERAPEUTICS INC. AND SUBSIDIARIES Condensed Consolidated Statements of Stockholders’ Equity Continued (Unaudited) (In thousands, except share amounts) Shares Amount Capital Deficit Loss Equity Three months ended September 30, 2021 Accumulated Common Stock Additional Paid-in Accumulated Other Comprehensive Total Stockholde’ Shares Amount Capital Deficit Loss Equity Balance at June 30, 2021 4,050,041 $ 1,013 $ 684,987 $ ( 601,913 ) $ ( 1 ) $ 84,086 Stock-based compensation expense — — 2,537 — — 2,537 Issuance of common stock, net of offering costs under open market sale agreement (ATM) 790 — 33 — — 33 Issuance of common stock in connection with the exercise of stock options 4,878 1 139 — — 140 Issuance of common stock in connection with restricted share awards, net of cancellations 18,993 5 ( 5 ) — — — Net loss — — — ( 7,044 ) — ( 7,044 ) Other comprehensive loss — — — — ( 8 ) ( 8 ) Balance at September 30, 2021 4,074,702 $ 1,019 $ 687,691 $ ( 608,957 ) $ ( 9 ) $ 79,744 Nine months ended September 30, 2021 Accumulated Additional Other Total Common Stock Paid-in Accumulated Comprehensive Stockholders’ Shares Amount Capital Deficit Income/(Loss) Equity Balance at December 31, 2020 3,845,267 $ 961 $ 672,304 $ ( 570,704 ) $ ( 10 ) $ 102,551 Stock-based compensation expense — — 6,915 — — 6,915 Issuance of common stock, net of offering costs under open market sale agreement (ATM) 123,332 32 7,667 — — 7,699 Issuance of common stock in connection with the exercise of stock options 25,227 6 825 — — 831 Issuance of common stock in connection with restricted share awards, net of cancellations 80,876 20 ( 20 ) — — — Net loss — — — ( 38,253 ) — ( 38,253 ) Other comprehensive income — — — — 1 1 Balance at September 30, 2021 4,074,702 $ 1,019 $ 687,691 $ ( 608,957 ) $ ( 9 ) $ 79,744 The accompanying notes are an integral part of these unaudited condensed consolidated statements. 6 ABEONA THERAPEUTICS INC. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (Unaudited) (In thousands) 2022 2021 For the nine months ended September 30, 2022 2021 Cash flows from operating activities: Net loss $ ( 38,570 ) $ ( 38,253 ) Adjustments to reconcile net loss to cash used in operating activities: Depreciation and amortization 2,364 2,443 Stock-based compensation expense 2,218 6,915 Non-cash gain on settlement with licensor — ( 6,743 ) Non-cash PPP loan payable forgiveness income — ( 1,758 ) Non-cash impairment of licensed technology 1,355 — Non-cash impairment of right-of-use lease asset 1,561 — Non-cash impairment of construction-in-progress 1,792 — Accretion and interest on short-term investments ( 206 ) 256 Amortization of right-of-use lease assets 1,204 825 Non-cash interest 558 — Loss on disposal of property and equipment 121 — Change in operating assets and liabilities: Accounts receivable 3,000 — Other receivables ( 1,047 ) — Prepaid expenses and other current assets 1,432 1,801 Other assets 148 ( 23 ) Accounts payable, accrued expenses and lease liabilities ( 5,125 ) ( 4,459 ) Deferred revenue ( 296 ) — Change in payable to licensor — 3,588 Net cash used in operating activities ( 29,491 ) ( 35,408 ) Cash flows from investing activities: Capital expenditures ( 105 ) ( 903 ) Proceeds from disposal of property and equipment 1,590 — Purchases of short-term investments ( 43,866 ) ( 15,164 ) Proceeds from maturities of short-term investments 43,707 74,130 Net cash provided by investing activities 1,326 58,063 Cash flows from financing activities: Proceeds from ATM sales of common stock, net of issuance costs 4,189 7,699 Proceeds from exercise of stock options — 831 Proceeds from issuance of Series A and Series B Convertible Redeemable Preferred Stock, net of issuance costs 22,468 — Redemption of Series A and Series B Convertible Redeemable Preferred Stock ( 26,250 ) — Net cash provided by financing activities 407 8,530 Net increase(decrease) in cash, cash equivalents and restricted cash ( 27,758 ) 31,185 Cash, cash equivalents and restricted cash at beginning of period 38,829 13,571 Cash, cash equivalents and restricted cash at end of period $ 11,071 $ 44,756 Supplemental cash flow information: Cash and cash equivalents $ 5,733 $ 43,781 Restricted cash 5,338 975 Total cash, cash equivalents and restricted cash $ 11,071 $ 44,756 The accompanying notes are an integral part of these unaudited condensed consolidated statements. 7 ABEONA THERAPEUTICS INC. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements NOTE 1 – NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES Background Abeona Therapeutics Inc. (together with the Company’s subsidiaries, “Abeona” or the “Company”), a Delaware corporation, is a clinical-stage biopharmaceutical company developing cell and gene therapies for life-threatening rare genetic diseases. The Company’s lead clinical program is EB-101, an autologous, engineered cell therapy currently in development for recessive dystrophic epidermolysis bullosa (“RDEB”). The Company’s development portfolio also features AAV-based gene therapies designed to treat ophthalmic and other diseases, next-generation AAV-based gene therapies using the novel AIM™ capsid platform that the Company has exclusively licensed from the University of North Carolina at Chapel Hill, and internal AAV vector research programs. Reverse Stock Split On June 30, 2022, the Company filed a Certificate of Amendment to the Company’s Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Certificate of Amendment”), to effectuate a reverse stock split of the Company’s outstanding common stock, par value $ 0.01 per share (“Common Stock”), at an exchange ratio of 25-to-1 (the “Reverse Stock Split”) . The Reverse Stock Split was effective on July 1, 2022. The number of authorized shares of Common Stock immediately after the Reverse Stock Split (“New Common Stock”) remains at 200,000,000 shares. All share and per share information has been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented, unless otherwise indicated. As a result of the Reverse Stock Split, every 25 shares of Common Stock outstanding immediately prior to the effectiveness of the Reverse Stock Split were combined and converted into one share of New Common Stock without any change in the par value per share. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to a fraction of one share of New Common Stock as a result of the Reverse Stock Split instead received an amount in cash equal to such fraction multiplied by the closing sale price of Common Stock on the Nasdaq Capital Market on July 1, 2022, as adjusted for the Reverse Stock Split. Proportionate adjustments were made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all stock options, restricted stock and warrants outstanding at July 1, 2022, which resulted in a proportional decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise or vesting of such stock options, restricted stock and warrants, and, in the case of stock options and warrants, a proportional increase in the exercise price of all such stock options and warrants. In addition, the number of shares reserved for issuance under the Company’s 2015 Equity Incentive Plan were reduced proportionately. Basis of Presentation The Company’s unaudited interim condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, except as otherwise disclosed, necessary for the fair presentation of the financial position, results of operations, and changes in financial position for such periods, have been made. These unaudited interim condensed consolidated financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period. Certain information that is normally required by U.S. GAAP has been condensed or omitted in accordance with rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The December 31, 2021 condensed consolidated balance sheet was derived from the audited statements, but does not include all disclosures required by U.S. GAAP. Therefore, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 31, 2022. Uses and Sources of Liquidity The unaudited interim condensed consolidated financial statements have been prepared on the going concern basis, which assumes the Company will have sufficient cash to pay its operating expenses, as and when they become payable, for a period of at least 12 months from the date the financial report is issued. 8 As of September 30, 2022, the Company had cash, cash equivalents, restricted cash and short-term investments of $ 23.5 million. For the nine months ended September 30, 2022, the Company had cash outflows from operations of $ 29.5 million. The Company has not generated significant revenues and has not achieved profitable operations. There is no assurance that profitable operations will ever be achieved, and, if achieved, could be sustained on a continuing basis. In addition, development activities, clinical and nonclinical testing, and commercialization of the Company’s product candidates will require significant additional financing. The Company is subject to a number of risks similar to other life science companies, including, but not limited to, risks related to the successful discovery and development of product candidates, obtaining the necessary regulatory approval to market the Company’s product candidates, raising additional capital to continue to fund the Company’s operations, development of competing drugs and therapies and protection of proprietary technology. As a result of these and other risks and the related uncertainties, there can be no assurance of the Company’s future success. The Company believes that its current cash and cash equivalents, restricted cash and short-term investments plus the proceeds from the private placement financing on November 3, 2022 (see Note 12) are sufficient resources to fund operations through at least the next 12 months from the date of this report on Form 10-Q. The Company may need to secure additional funding to carry out all of its planned research and development activities. If the Company is unable to obtain additional financing or generate license or product revenue, the lack of liquidity and sufficient capital resources could have a material adverse effect on its future prospects. Use of Estimates The preparation of unaudited interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and disclosure of contingent assets and liabilities at the date of the unaudited interim condensed consolidated financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from these estimates and assumptions. Summary of Significant Accounting Policies There have been no new or material changes to the significant accounting policies discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 that are of significance, or potential significance, to the Company, other than the adoption of accounting pronouncements below. Reclassifications Certain comparative figures have been reclassified to conform to the current year presentation. The Company reclassified depreciation and amortization costs of $ 0.8 million and $ 16,000 to research and development and general and administrative expenses, respectively, on the condensed consolidated statements of operations and comprehensive loss during the three months ended September 30, 2021. The Company reclassified depreciation and amortization costs of $ 2.4 million and $ 49,000 to research and development and general and administrative expenses, respectively, on the condensed consolidated statements of operations and comprehensive loss during the nine months ended September 30, 2021. The Company also reclassified certain rent expenses of $ 0.3 million and $ 0.9 million from general and administrative to research and development expenses on the condensed consolidated statements of operations and comprehensive loss during the three and nine months ended September 30, 2021, respectively. Additionally, the Company also reclassified $ 5.0 million of restricted cash from prepaid expenses, other current assets and restricted cash and $ 0.9 million of restricted cash from other assets and restricted cash to restricted cash on the condensed consolidated balance sheets as of December 31, 2021. Net Loss Per Share Basic and diluted net loss per share is computed by dividing net loss attributable to common shareholders by the weighted-average number of shares of common stock. The Company does not include the potential impact of dilutive securities in diluted net loss per share, as the impact of these items is anti-dilutive. Potential dilutive securities result from outstanding restricted stock, stock options, and stock purchase warrants. 9 The following table sets forth the potential securities that could potentially dilute basic income/(loss) per share in the future that were not included in the computation of diluted net loss per share because to do so would have been anti-dilutive for the periods presented: SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE For the three and nine months ended September 30, 2022 2021 Stock options 242,644 310,208 Restricted stock 821,269 114,209 Warrants 1,788,000 — Total 2,851,913 424,417 Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies the accounting for convertible instruments by eliminating the requirement to separately account for embedded conversion features as an equity component in certain circumstances. A convertible debt instrument will be reported as a single liability instrument with no separate accounting for an embedded conversion feature unless separate accounting is required for an embedded conversion feature as a derivative or under the substantial premium model. The ASU simplifies the diluted earnings per share calculation by requiring that an entity use the if-converted method and that the effect of potential share settlement be included in diluted earnings per share calculations. Further, the ASU requires enhanced disclosures about convertible instruments. The Company adopted ASU 2020-06 as of January 1, 2022 and there was no material impact on the condensed consolidated financial statements upon adoption. NOTE 2 – SHORT-TERM INVESTMENTS The following table provides a summary of the short-term investments (in thousands): SCHEDULE OF AVAILABLE FOR SALE SHORT-TERM INVESTMENTS September 30, 2022 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value Available-for-sale, short-term investments U.S. treasury and federal agency securities $ 12,445 — ( 11 ) $ 12,434 Total available-for-sale, short-term investments $ 12,445 — ( 11 ) $ 12,434 December 31, 2021 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value Available-for-sale, short-term investments U.S. treasury securities $ 12,077 9 — $ 12,086 Total available-for-sale, short-term investments $ 12,077 9 — $ 12,086 As of September 30, 2022, the available-for-sale securities classified as short-term investments mature in one year or less. Unrealized losses on available-for-sale securities as of September 30, 2022 were not significant and were primarily due to changes in interest rates, including market credit spreads, and not due to increased credit risks associated with specific securities. None of the short-term investments have been in a continuous unrealized loss position for more than 12 months. Accordingly, no other-than-temporary impairment was recorded for the three or nine months ended September 30, 2022. There were no significant realized gains or losses recognized on the sale or maturity of available-for-sale investments for the three or nine months ended September 30, 2022 or 2021. 10 NOTE 3 – PROPERTY AND EQUIPMENT, NET Property and equipment are stated at cost and depreciated or amortized using the straight-line method based on useful lives as follows (in thousands): SCHEDULE OF PROPERTY AND EQUIPMENT Useful lives (years) September 30, 2022 December 31, 2021 Laboratory equipment 5 $ 8,144 $ 9,081 Furniture, software and office equipment 3 to 5 1,726 1,896 Leasehold improvements Shorter of remaining lease term or useful life 8,586 8,603 Construction-in-progress — 3,219 Subtotal 18,456 22,799 Less: accumulated depreciation ( 11,850 ) ( 10,460 ) Total property and equipment, net $ 6,606 $ 12,339 Depreciation expense was $ 0.8 million for the three months ended September 30, 2022 and 2021, respectively, and $ 2.3 million and $ 2.4 million for the nine months ended September 30, 2022 and 2021, respectively. During the three and nine months ended September 30, 2022, the Company incurred a loss on disposal of equipment of $ 16,000 and $ 0.1 million, respectively, which is reflected in other income (expense) in the condensed consolidated statements of operations and comprehensive loss. On March 31, 2022, the Company announced that it was pursuing a strategic partner to take over development activities of ABO-102 and that it was discontinuing development of ABO-101. As a result of this shift in priorities, the Company determined the construction-in-progress that was dedicated to the ABO-101 and ABO-102 programs had no future value, and thus recorded an impairment charge of $ 1.8 million for the nine months ended September 30, 2022. NOTE 4 – LICENSED TECHNOLOGY On May 15, 2015, the Company acquired Abeona Therapeutics LLC, which had an exclusive license through Nationwide Children’s Hospital to the AB-101 and AB-102 patent portfolios for developing treatments for patients with Sanfilippo Syndrome Type A and Type B. The license is amortized over the life of the license of 20 years . On March 31, 2022, the Company announced that it was pursuing a strategic partner to take over development activities of ABO-102 and that it was discontinuing development of ABO-101. As a result of this shift in priorities, the Company determined the remaining value of the licensed technology had no future value and thus recorded an impairment charge of nil and $ 1.4 million for the three and nine months ended September 30, 2022, respectively. The following table provides a summary of licensed technology (in thousands): SCHEDULE OF LICENSED TECHNOLOGY September 30, 2022 December 31, 2021 Licensed technology $ 2,156 $ 2,156 Less accumulated amortization ( 801 ) ( 772 ) Less impairment charge ( 1,355 ) — Total licensed technology, net $ — $ 1,384 Amortization expense on licensed technology was nil and $ 29,000 for the three months ended September 30, 2022 and 2021, respectively and $ 29,000 and $ 87,000 for the nine months ended September 30, 2022 and 2021, respectively. NOTE 5 – SETTLEMENT LIABILITY On November 12, 2021, the Company entered into a settlement agreement (“Settlement Agreement”) with the Company’s prior licensor REGENXBIO Inc. (“REGENXBIO”) to resolve all existing disputes between the parties. In accordance with the Settlement Agreement, the Company agreed to pay REGENXBIO a total of $ 30.0 million, payable as follows: (1) $20.0 million paid in November 2021 after execution of the Settlement Agreement, (2) $5.0 million on the first anniversary of the effective date of the Settlement Agreement, and (3) $5.0 million upon the earlier of (i) the third anniversary of the effective date of the Settlement Agreement or (ii) the closing of a Strategic Transaction, as defined in the Settlement Agreement . 11 As of September 30, 2022, the Company recorded the payables due to REGENXBIO in the condensed consolidated balance sheets based on the present value of the remaining payments due to REGENXBIO under the Settlement Agreement using an interest rate of 9.6 %. The current portion of the payable due in November 2022 is $ 4.9 million and the long-term portion due in November 2024 is $ 4.1 million as of September 30, 2022. As of September 30, 2022, the Company recorded $ 5.0 million of restricted cash in the condensed consolidated balance sheet that serves as collateral for the payment owed to REGENXBIO in November 2022. NOTE 6 – FAIR VALUE MEASUREMENTS The Company calculates the fair value of the Company’s assets and liabilities that qualify as financial instruments and includes additional information in the notes to the condensed consolidated financial statements when the fair value is different than the carrying value of these financial instruments. The estimated fair value of accounts receivable, prepaid expenses and other current assets, other assets, accounts payable, accrued expenses, payables to licensor and deferred revenue approximate their carrying amounts due to the relatively short maturity of these instruments. U.S. GAAP defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. This guidance establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: ● Level 1 - Quoted prices in active markets for identical assets or liabilities. ● Level 2 - Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. ● Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar valuation techniques that use significant unobservable inputs. The Company has segregated all financial assets and liabilities that are measured at fair value on a recurring basis (at least annually) into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the table below. The following table provides a summary of financial assets measured at fair value on a recurring and non-recurring basis as of September 30, 2022 and December 31, 2021 (in thousands): SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING AND NON-RECURRING BASIS Description Fair Value at September 30, 2022 Level 1 Level 2 Level 3 Recurring Assets: Cash equivalents Money market fund $ 2,312 $ 2,312 $ — $ — Short-term investments U.S. treasury and federal agency securities 12,434 — 12,434 — Total assets measured at fair value $ 14,746 $ 2,312 $ 12,434 $ — 12 Description Fair Value at December 31, 2021 Level 1 Level 2 Level 3 Recurring Assets: Cash equivalents Money market fund $ 28,590 $ 28,590 $ — $ — Short-term investments U.S. treasury securities 12,086 — 12,086 — Total recurring assets 40,676 28,590 12,086 — Non-recurring Assets Licensed technology, net $ 1,384 $ — $ — $ 1,384 Total assets measured at fair value $ 42,060 $ 28,590 $ 12,086 $ 1,384 NOTE 7 – ACCRUED EXPENSES The following table provides a summary of the components of accrued expenses (in thousands): SCHEDULE OF ACCRUED EXPENSES September 30, 2022 December 31, 2021 Accrued employee compensation $ 2,092 $ 1,794 Accrued contracted services and other 2,029 3,091 Accrued sublicense fee owed to licensor — 700 Total accrued expenses $ 4,121 $ 5,585 NOTE 8 – LEASES The Company leases space under operating leases for manufacturing and laboratory facilities in Cleveland, Ohio, as well as administrative offices in New York, New York. The Company also leases office space in Madrid, Spain as well as certain office equipment under operating leases, which have a non-cancelable lease term of less than one year and, therefore, the Company has elected the practical expedient to exclude these short-term leases from the Company’s right-of-use assets and lease liabilities. On March 31, 2022, the Company announced that they were pursuing a strategic partner to take over development activities of ABO-102 and that the Company was discontinuing development of ABO-101. As a result of this shift in priorities, the Company determined the portion of the lease that was dedicated to the future facility for the ABO-101 and ABO-102 programs, had no future value and thus, the Company recorded an impairment charge of nil and $ 1.6 million for the three and nine months ended September 30, 2022, respectively. The following table provides a summary of the components of lease costs and rent (in thousands): SCHEDULE OF COMPONENTS OF LEASE COST 2022 2021 2022 2021 For the three months ended September 30, For the nine months ended September 30, 2022 2021 2022 2021 Operating lease cost $ 467 $ 434 $ 1,400 $ 1,302 Variable lease cost 154 105 366 344 Short-term lease cost 17 13 58 23 Total operating lease costs $ 638 $ 552 $ 1,824 $ 1,669 13 Maturities of the Company’s operating lease liabilities, which do not include short-term leases, as of September 30, 2022 are as follows: SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES Maturity of lease liabilities: (in thousands) Remainder of 2022 $ 446 2023 1,829 2024 1,872 2025 1,631 2026 871 Thereafter 3,662 Total undiscounted operating lease payments 10,311 Less: imputed interest 2,017 Present value of operating lease liabilities $ 8,294 The weighted-average remaining term of the Company’s operating leases was 79 months and the weighted-average discount rate used to measure the present value of the Company’s operating lease liabilities was 7.2 % as of September 30, 2022. NOTE 9 – STOCK-BASED COMPENSATION The Company has two stock-based compensation plans: (1) Abeona Therapeutics Inc. 2015 Equity Incentive Plan (the “2015 Incentive Plan”), which was approved by stockholders on May 7, 2015 and last amended on May 20, 2020 and (2) Abeona Therapeutics Inc. 2005 Equity Incentive Plan (the “2005 Incentive Plan”), under which no further grants can be made. The following table summarizes stock-based compensation expense for the three and nine months ended September 30, 2022 and 2021 (in thousands): SCHEDULE OF STOCK BASED COMPENSATION For the three months ended September 30, For the nine months ended September 30 2022 2021 2022 2021 Research and development $ 173 $ 688 $ 729 $ 2,935 General and administrative 459 1,849 1,489 3,980 Total stock-based compensation expense $ 632 $ 2,537 $ 2,218 $ 6,915 Stock Options : The Company estimates the fair value of each option award on the date of grant using the Black-Scholes option valuation model. The Company then recognize the grant date fair value of each option as compensation expense ratably using the straight-line attribution method over the service period (generally the vesting period). The Black-Scholes model incorporates the following assumptions: ● Expected volatility – the Company estimates the volatility of the share price at the date of grant using a “look-back” period which coincides with the expected term, defined below. The Company believes using a “look-back” period which coincides with the expected term is the most appropriate measure for determining expected volatility. ● Expected term – the Company estimates the expected term using the “simplified” method, as outlined in SEC Staff Accounting Bulletin No. 107, “Share-Based Payment.” ● Risk-free interest rate – the Company estimates the risk-free interest rate using the U.S. Treasury yield curve for periods equal to the expected term of the options in effect at the time of grant. ● Dividends – the Company uses an expected dividend yield of zero because the Company has not declared nor paid a cash dividend, nor are there any plans to declare a dividend. 14 The Company estimated the fair value of stock options granted in the periods presented utilizing a Black-Scholes option-valuation model utilizing the following assumptions: SCHEDULE OF WEIGHTED-AVERAGE ASSUMPTIONS TO ESTIMATE THE FAIR VALUE OF THE OPTIONS GRANTED For the nine months ended September 30, 2022 2021 Expected volatility 95.1 % - 96.0 % 91.8 % - 99.8 % Expected term 6.07 - 6.08 years 5.25 - 6.08 years Risk-free interest rate 1.7 % - 3.3 % 0.8 % - 1.2 % Expected dividend yield — — The following table summarizes stock option activity for the 2015 Incentive Plan during the nine months ended September 30, 2022: SCHEDULE OF STOCK OPTIONS ACTIVITY Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2021 314,194 $ 38.48 7.63 $ — Granted 7,760 $ 5.30 — $ — Cancelled/forfeited ( 82,510 ) $ 39.31 — $ — Exercised — $ — — $ — Outstanding at September 30, 2022 239,444 $ 37.10 6.71 $ — Exercisable 140,414 $ 36.67 5.39 $ — Unvested 99,030 $ 37.72 8.58 $ — The aggregate intrinsic value of options is calculated as the difference between the exercise price of the underlying options and the fair value of the Company’s common stock for those options that had exercise prices lower than the fair value of the Company’s common stock. As of September 30, 2022, the total compensation cost related to non-vested option awards not yet recognized was approximately $ 3.3 million with a weighted average remaining vesting period of 2.3 years. The following table summarizes stock option activity for the 2005 Incentive Plan during the nine months ended September 30, 2022: SCHEDULE OF STOCK OPTIONS ACTIVITY Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2021 3,200 $ 32.00 1.80 $ — Cancelled/forfeited — $ — — $ — Exercised — $ — — $ — Outstanding at September 30, 2022 3,200 $ 32.00 1.04 $ — Exercisable 3,200 $ 32.00 1.04 $ — Unvested — $ — — $ — 15 Restricted Stock: The following table summarizes restricted stock award activity during the nine months ended September 30, 2022: SCHEDULE OF RESTRICTED STOCK AWARD ACTIVITY Number of Awards Weighted Average Grant Date Fair Value Outstanding at December 31, 2021 97,260 $ 46.59 Granted 779,722 $ 3.12 Cancelled/forfeited ( 30,742 ) $ 40.65 Vested ( 24,971 ) $ 50.66 Outstanding at September 30, 2022 821,269 $ 5.42 As of September 30, 2022, there was approximately $ 4.1 million of total unrecognized compensation expense related to unvested restricted stock awards, which is expected to be recognized over a weighted average vesting period of 3.1 years. The total fair value of restricted stock awards that vested during the nine months ended September 30, 2022 was $ 1.3 million. NOTE 10 – EQUITY Series A and B Convertible Redeemable Preferred Stock On May 2, 2022, the Company consummated an offering with certain institutional investors for the private placement of 1,000,006 shares of the Company’s Series A Convertible Redeemable Preferred Stock (the “Series A Preferred Stock”) and 250,005 shares of the Company’s Series B Convertible Redeemable Preferred Stock (the “Series B Preferred Stock” and together with the Series A Preferred Stock, the “Preferred Stock”). The shares, which have since been redeemed in accordance with their terms described below, and are thus no longer outstanding as of September 30, 2022, had an aggregated stated value of $ 25.0 million. Each share of the Preferred Stock had a purchase price of $ 19.00 , representing an original issue discount of 5% of the stated value. In connection with this offering, the Company had net proceeds of $ 22.5 million and recognized a deemed dividend of $ 3.8 million. In connection with this transaction, the Company placed $ 26.3 million into an escrow account for any future redemption which consisted of the gross proceeds of $ 25.0 million and the redemption value of $ 1.3 million. The Preferred Stock was convertible, at the option of the holders and, in certain circumstances, by the Company, into shares of Common Stock at a conversion price of $ 11.25 per share. The holders of the Series A Preferred Stock and Series B Preferred Stock had the right to require the Company to redeem their shares of preferred stock for cash at 105% of the stated value of such shares commencing after the earlier of the receipt of stockholder approval of an amendment to the Company’s Restated Certificate of Incorporation to effect a reverse stock split and 60 days after the closing of the issuances of the Series A Preferred Stock and Series B Preferred Stock and until 90 days after such closing. The Company had the option to redeem the Series A Preferred Stock for cash at 105% of the stated value commencing after the 90th day following the closing of the issuance of the Series A Preferred Stock, subject to the holders’ rights to convert the shares prior to such redemption . As a result, the Preferred Stock was recorded separately from stockholders’ equity because it was redeemable upon the occurrence of redemption events that were considered not solely withing the Company’s control. As such, during the nine months ended September 30, 2022, the Company recognized approximately $ 3.8 million in deemed dividends related to the Preferred Stock in the condensed consolidated statements of operations and comprehensive loss and the condensed consolidated statements of changes in stockholders’ equity. On June 17, 2022, the holders of all 1,000,006 shares of Series A Preferred Stock and 250,005 shares of Series B Preferred Stock exercised their right to cause the Company to redeem all such shares for $ 26.3 million, which represented a price equal to 105% of the stated value. The redemption of these shares was paid out of the escrow account noted above. Common Stock and Warrants Reverse Stock Split Effective July 1, 2022, the Company’s stock underwent a 25:1 Reverse Stock Split . The number of authorized shares of Common Stock immediately after the Reverse Stock Split remained at 200,000,000 shares. 16 Public Offerings On December 21, 2021, the Company closed an underwritten public offering of 1,788,000 post-split shares of common stock at a public offering price of $ 9.75 post-split per share and stock purchase warrants to purchase 1,788,000 post-split shares of common stock at an exercise price of $ 9.75 post-split. The net proceeds to the Company were approximately $ 16.0 million, after deducting $ 1.5 million of underwriting discounts and commissions and offering expenses payable by the Company. As of September 30, 2022, there were 1,788,000 post-split stock purchase warrants outstanding. These stock purchase warrants expire on December 21, 2026 . During such time as each warrant is outstanding, the holder of the warrant is entitled to participate in any dividends or other distribution of assets to holders of shares of common stock. There was no warrant activity during the three or nine months ended September 30, 2022. Open Market Sale Agreement On August 17, 2018 the Company entered into an open market sale agreement with Jefferies LLC (as amended, the “ATM Agreement”) pursuant to which, the Company may sell from time to time, through Jefferies LLC, shares of its common stock for an aggregate sales price of up to $ 150.0 million. Any sales of shares pursuant to this agreement are made under the Company’s effective “shelf” registration statement on Form S-3 that is on file with and has been declared effective by the SEC. The Company is currently subject to General Instruction I.B.6 of Form S-3, as a result of which the amount of funds the Company can raise through primary public offerings of securities in any 12-month period using its registration statement on Form S-3 is limited to one-third of the aggregate market value of the voting and non-voting common equity held by non-affiliates. The Company remains subject to this one-third limitation until such time as its public float exceeds $75 million . The Company sold 1,038,134 shares of its common stock under the ATM Agreement and received $ 4.2 million of net proceeds during the nine months ended September 30, 2022. Subsequent to September 30, 2022, the Company sold an additional 2,440,882 shares of its common stock under the ATM Agreement and received $ 8.6 million of net proceeds. NOTE 11 – LICENSE AGREEMENT On May 16, 2022, the Company and Ultragenyx Pharmaceutical Inc. (“Ultragenyx”) entered into an exclusive license agreement (the “License Agreement”) for AAV gene therapy ABO-102 for the treatment of Sanfilippo syndrome type A (MPS IIIA). Under the License Agreement, Ultragenyx will assume responsibility for the ABO-102 program from the Company, with the exclusive right to develop, manufacture, and commercialize ABO-102 worldwide. Also pursuant to the License Agreement, following regulatory approval, the Company is eligible to receive tiered royalties from mid-single-digit up to 10% on net sales and up to $ 30.0 million in commercial milestone payments. Both forms of consideration comprise the transaction price to which the Company expects to be entitled in exchange for transferring the related intellectual property and certain, contractually-specified transition services to Ultragenyx. The sales-based royalty and milestone payments are subject to the royalty recognition constraint. As such, these fees are not recognized as revenue until the later of: (a) the occurrence of the subsequent sale, and (b) the performance obligation to which they relate has been satisfied. Additionally, pursuant to the License Agreement, Ultragenyx will reimburse the Company for certain development and transition costs actually incurred by the Company. These costs are passed through to Ultragenyx without mark-up. The Company has determined that these costs are not incurred for the purpose of satisfying any performance obligation under the License Agreement. Accordingly, the reimbursement of these costs is recognized as a reduction of research and development costs. Such amounts due to the Company from Ultragenyx under the License Agreement of $ 0.8 million are recorded as a component of other receivables in the condensed consolidated balance sheet as of September 30, 2022. NOTE 12 – SUBSEQUENT EVENTS On November 3, 2022 the Company announced that it has entered into a securities purchase agreement to sell 7,065,946 shares of its common stock, and, in lieu of shares of common stock, pre-funded warrants exercisable for 543,933 shares of common stock, and accompanying warrants to purchase 7,609,879 shares of its common stock to a group of new and existing institutional investors in a private placement. The offering price for each share of common stock and accompanying warrant was $ 4.60 , and the offering price for each pre-funded warrant and accompanying warrant was $ 4.59 , which equals the offering price per share of the common stock and accompanying warrant, less the $ 0.01 per share exercise price of each pre-funded warrant. Each accompanying warrant will represent the right to purchase one share of the Company’s common stock at an exercise price of $ 4.75 per share of common stock. The pre-funded warrants and the accompanying warrants will be exercisable immediately, and will expire five years from the date of issuance. Gross proceeds of the private placement are expected to be approximately $ 35.0 million, before deducting placement agent fees and other expenses. 17 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis together with our unaudited condensed consolidated financial statements and accompanying notes included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021 (the “Annual Report”). This discussion and analysis contains forward-looking statements, which involve risks and uncertainties. As a result of many factors, such as those described under “Forward-Looking Statements,” “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report, our actual results may differ materially from those anticipated in these forward-looking statements. OVERVIEW Abeona Therapeutics Inc. (“we,” “our,” “Abeona” or the “Company”) is a clinical-stage biopharmaceutical company developing cell and gene therapies for life-threatening rare genetic diseases. Our lead clinical program is EB-101, an autologous, engineered cell therapy currently in development for recessive dystrophic epidermolysis bullosa (“RDEB”). Our development portfolio also features AAV-based gene therapies designed to treat ophthalmic and other diseases, next-generation AAV-based gene therapies using the novel AIM™ capsid platform that we have exclusively licensed from the University of North Carolina at Chapel Hill, and internal AAV vector research programs. RECENT DEVELOPMENTS EB-101 (Autologous, Engineered Cell Therapy) for RDEB O n November 3, 2022, we announced positive topline data from VIITAL™ study. The pivotal Phase 3 VIITAL™ study evaluated the efficacy, safety and tolerability of EB-101 in 43 large chronic wound pairs in 11 subjects with RDEB. The large chronic wounds randomized and treated in VIITAL™ measured greater than 20 cm 2 of surface area and had remained open for a minimum of six months and a maximum of 21 years (mean 6.2 years). The co-primary endpoints of the study were: (1) the proportion of RDEB wound sites with greater than or equal to 50% healing from baseline, comparing randomized treated with matched untreated (control) wound sites at the six-month timepoint, as determined by direct investigator assessment; and (2) pain reduction associated with wound dressing change assessed by the mean differences in scores of the Wong-Baker FACES scale between randomized treated and matched untreated (control) wounds at the six-month timepoint. The VIITAL™ study met its two co-primary efficacy endpoints demonstrating statistically significant, clinically meaningful improvements in wound healing and pain reduction in large chronic RDEB wounds. EB-101 was shown to be well-tolerated with no serious treatment-related adverse events observed, consistent with past clinical experience. There were no deaths or instances of positive replication-competent retrovirus results, and no systemic immunologic responses were reported during the study, as well as no squamous cell carcinoma at treatment sites after application of EB-101. Two subjects reported at least one serious adverse event unrelated to EB-101. Four subjects reported related treatment emergent adverse events, including procedural pain, muscle spasms and pruritis. Infections unrelated to EB-101 were observed in eight patients. Based on the positive topline results, we intend to submit a Biologics License Application (“BLA”) for EB-101 to the U.S. Food and Drug Administration (“FDA”) in the second quarter of 2023. EB-101 has been granted Orphan Drug and Rare Pediatric Disease (“RPD”) designations by the FDA. Among the potential benefits of Orphan Drug designation are a potential seven years of market exclusivity following FDA approval, potentially preventing FDA approval of another product deemed to be the same as the approved product for the same indication, waiver of application fees, and tax credits for qualified clinical testing expenses conducted after orphan designation is received. A sponsor who receives an approval for a BLA with RPD designation may qualify for a Priority Review Voucher (“PRV”), subject to final determination by the FDA. A PRV may be used to receive expedited review of a subsequent marketing application for a different product or sold to another company. We have continued to prepare our current Good Manufacturing Practices (“cGMP”) commercial facility in Cleveland, Ohio for manufacturing EB-101 drug product to support our planned BLA filing to the FDA. EB-101 study drug product for all our VIITAL™ study participants has been manufactured at our Cleveland facility and we completed submission of Module 3 for Chemistry, Manufacturing and Controls (“CMC”) describing the in-house production of both retroviral vector and the final drug product to the Investigational New Drug Application (“IND”) in December 2021. Based on feedback from the FDA in a Type-B meeting in March 2022, we believe that we have alignment with the FDA on significant components of the CMC plan for the BLA submission for EB-101, including characterization and validation plans. Ultragenyx License Agreement On May 16, 2022, we entered into an exclusive license agreement (the “License Agreement”) with Ultragenyx Pharmaceutical Inc. (“Ultragenyx”) for our investigational AAV gene therapy ABO-102 for the treatment of Sanfilippo syndrome type A (“ABO-102”). Under the License Agreement, Ultragenyx will assume responsibility for the ABO-102 program from us, with the exclusive right to develop, manufacture, and commercialize ABO-102 worldwide. Also pursuant to the License Agreement, following regulatory approval, we are eligible to receive tiered royalties from mid-single-digit up to 10% on net sales and up to $30.0 million in commercial milestone payments. Preclinical Pipeline While our lead clinical program is currently focused on an ultra-rare indication, we intend to address larger areas of unmet medical need in the future, and our preclinical programs are investigating the use of novel AAV capsids in AAV-based therapies for five undisclosed ophthalmic conditions each with estimated U.S. prevalence ranging from 5,000 to 15,000 patients. In 2021, we shared data from studies in non-human primates that will help to determine optimal routes of administration and we believe we have made significant progress toward measuring efficacy in the preclinical setting. We have also generated appropriate mouse models, produced research grade vectors, and started dosing mice in proof-of-concept studies that we hope will support pre-IND meetings with the FDA in early 2023. 18 Private Placement Financing On November 3, 2022, we entered into a securities purchase agreement to sell 7,065,946 shares of our common stock, and, in lieu of shares of common stock, pre-funded warrants exercisable for 543,933 shares of common stock, and accompanying warrants to purchase 7,609,879 shares of our common stock to a group of new and existing institutional investors in a private placement. The offering price for each share of common stock and accompanying warrant was $4.60, and the offering price for each pre-funded warrant and accompanying warrant was $4.59, which equals the offering price per share of the common stock and accompanying warrant, less the $0.01 per share exercise price of each pre-funded warrant. Each accompanying warrant will represent the right to purchase one share of the our common stock at an exercise price of $4.75 per share of common stock. The pre-funded warrants and the accompanying warrants will be exercisable immediately, and will expire five years from the date of issuance. Gross proceeds of the private placement are expected to be approximately $35.0 million, before deducting placement agent fees and other expenses. We intend to use the net proceeds from the proposed private placement for development, working capital and general corporate purposes. Preferred Stock Offering On May 2, 2022, we consummated an offering with certain institutional investors for the private placement of 1,000,006 shares of our Series A Convertible Redeemable Preferred Stock (the “Series A Preferred Stock”) and 250,005 shares of our Series B Convertible Redeemable Preferred Stock (the “Series B Preferred Stock, and together with the Series A Preferred Stock, the “Preferred Stock”). The shares, which have since been redeemed in accordance with their terms described below, and are thus no longer outstanding as of September 30, 2022, had an aggregated stated value of $25.0 million. Each share of Preferred Stock had a purchase price of $19.00, representing an original issue discount of 5% of the stated value. The Preferred Stock was convertible, at the option of the holders and, in certain circumstances, by us, into shares of Common Stock at a conversion price of $11.25 per share. The holders of the Preferred Stock had the right to require us to redeem their shares of preferred stock for cash at 105% of the stated value of such shares commencing after the earlier of the receipt of stockholder approval of an amendment to our Restated Certificate of Incorporation to effect a reverse stock split and 60 days after the closing of the issuances of the Series A Preferred Stock and Series B Preferred Stock and until 90 days after such closing. We had the option to redeem the Series A Preferred Stock for cash at 105% of the stated value commencing after the 90 th day following the closing of the issuance of the Series A Preferred Stock, subject to the holders’ rights to convert the shares prior to such redemption. On June 17, 2022, the holders of all 1,000,006 shares of Series A Preferred Stock and all 250,005 shares of Series B Preferred Stock exercised their right to cause us to redeem all of such shares at a price equal to 105% of the stated value. Reverse Stock Split On June 30, 2022, we filed a Certificate of Amendment to our Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effectuate a reverse stock split of our outstanding common stock, par value $0.01 per share at an exchange ratio of 25-to-1 (the “Reverse Stock Split”). The Reverse Stock Split was effective on July 1, 2022. The number of authorized shares of our common stock immediately after the Reverse Stock Split remained at 200,000,000 shares. Open Market Sale Agreement We sold 1,038,134 shares of our common stock under the ATM Agreement (as defined below) and received $4.2 million of net proceeds during the nine months ended September 30, 2022. Subsequent to September 30, 2022, we sold an additional 2,440,882 shares of our common stock under the ATM Agreement and received $8.6 million of net proceeds. Nasdaq Compliance On November 16, 2021, we had received a deficiency letter from the Nasdaq Stock Market (“Nasdaq”) informing that our common stock was below the minimum $1.00 per share requirement for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”) based on the closing bid price of the common stock for the 30 consecutive business days prior to the date of the notice. Following the effectuation of our Reverse Stock Split on July 19, 2022, we received formal notification from Nasdaq confirming that we had regained compliance with the Bid Price Requirement. RESULTS OF OPERATIONS Comparison of Three Months Ended September 30, 2022 and September 30, 2021 For the three months ended September 30, September 30, Change ($ in thousands) 2022 2021 $ % Expenses: Research and development $ 5,490 $ 9,056 $ (3,566 ) (39 )% General and administrative 3,890 5,816 (1,926 ) (33 )% Total expenses 9,380 14,872 (5,492 ) (37 )% Loss from operations (9,380 ) (14,872 ) 5,492 (37 )% Gain on settlement with licensor — 6,743 (6,743 ) N/A PPP loan payable forgiveness income — 1,758 (1,758 ) N/A Interest income 72 7 65 929 % Interest expense (157 ) (683 ) 526 (77 )% Other income (expense) (19 ) 3 (22 ) (733 )% Net loss $ (9,484 ) $ (7,044 ) $ (2,440 ) 35 % N/A - not applicable or not meaningful 19 Research and development Research and development expenses include, but are not limited to, payroll and personnel expense, lab supplies, preclinical and development costs, clinical trial costs, manufacturing and manufacturing facility costs, costs associated with regulatory approvals, depreciation on lab supplies and manufacturing facilities, and consultant-related expenses. Total research and development spending for the three months ended September 30, 2022 was $5.5 million, as compared to $9.1 million for the same period of 2021, a decrease of $3.6 million. The decrease in expenses was primarily due to: ● decreased clinical and development work for our cell and gene therapy product candidates and other related costs of $1.4 million which is net of the $1.2 million pass through costs to Ultragenyx; ● decreased salary and related costs of $0.4 million; and ● decreased non-cash stock compensation expenses of $0.5 million. We expect our research and development activities to continue as we attempt to advance our product candidates towards potential regulatory approval, reflecting costs associated with: ● employee and consultant-related expenses; ● preclinical and developmental costs; ● clinical trial costs; ● the cost of acquiring and manufacturing clinical trial materials; and ● costs associated with regulatory approvals. General and administrative General and administrative expenses primarily consist of payroll and personnel costs, office facility costs, public reporting company related costs, professional expenses (e.g., legal expenses) and other general operating expenses not otherwise included in research and development expenses. Total general and administrative expenses were $3.9 million for the three months ended September 30, 2022, as compared to $5.8 million for the same period of 2021, a decrease of $1.9 million. The decrease in expenses was primarily due to: ● decreased professional fees of $0.8 million; ● decreased non-cash stock-based compensation of $1.4 million; and ● decreased other costs of $0.2 million; partially offset by ● increased salary and related costs of $0.5 million. Gain on settlement with licensor Gain on settlement with licensor was nil for the three months ended September 30, 2022, as compared to $6.7 million in the same period of 2021. On November 12, 2021, we entered into a Settlement Agreement with REGENXBIO Inc. (“REGENXBIO”) to resolve all current disputes between us and REGENXBIO (the “Settlement Agreement”). The accounting for the Settlement Agreement resulted in a $6.7 million gain on settlement with REGENXBIO in the first three months of 2021. PPP loan payable forgiveness income Paycheck Protection Program (“PPP”) loan payable forgiveness income was nil for the three months ended September 30, 2022 as compared to $1.8 million in the same period of 2021. In July 2021, we received notice from the Small Business Administration (“SBA”) that our PPP loan had been forgiven so the PPP loan payable was reversed in the first three months of 2021. Interest income Interest income was $72,000 for the three months ended September 30, 2022, as compared to $7,000 in the same period of 2021. The increase resulted from higher earnings on short-term investments driven by higher interest rates partially offset by a lower average balance of short-term investments. 20 Interest expense Interest expense was $0.2 million for the three months ended September 30, 2022, as compared to $0.7 million in the same period of 2021. The decrease results primarily from the resolution of a disputed liability owed to our prior licensor, REGENXBIO. Other income (expense) Other income (expense) was ($19,000) for the three months ended September 30, 2022, as compared to $3,000 in the same period of 2021. The decrease results primarily from the loss on disposal of fixed assets. Comparison of Nine Months Ended September 30, 2022 and September 30, 2021 For the nine months ended September 30, September 30, Change ($ in thousands) 2022 2021 $ % Revenues: License and other revenues $ 1,346 $ — $ 1,346 N/A Expenses: Royalties 350 — 350 N/A Research and development 22,693 25,923 (3,230 ) (12 )% General and administrative 11,574 17,261 (5,687 ) (33 )% Impairment of licensed technology 1,355 — 1,355 N/A Impairment of right-of-use lease asset 1,561 — 1,561 N/A Impairment of construction-in-progress 1,792 — 1,792 N/A Total expenses 39,325 43,184 (3,859 ) (9 )% Loss from operations (37,979 ) (43,184 ) 5,205 (12 )% Gain on settlement with licensor — 6,743 (6,743 ) N/A PPP loan payable forgiveness income — 1,758 (1,758 ) N/A Interest income 103 35 68 194 % Interest expense (558 ) (3,603 ) 3,045 (85 )% Other expense (136 ) (2 ) (134 ) 6,700 % Net loss $ (38,570 ) $ (38,253 ) $ (317 ) 1 % N/A - not applicable or not meaningful License and other revenues License and other revenues for the nine months ended September 30, 2022 was $1.3 million, as compared to nil for the same period of 2021. The revenue in 2022 resulted from a clinical milestone achieved in the second quarter of 2022 under a sublicense agreement we entered into with Taysha Gene Therapies (“Taysha”) in October 2020 relating to an investigational AAV-based gene therapy for Rett syndrome, including certain intellectual property relating to MECP2 gene constructs and regulation of their expression. There was also revenue consisting of the recognition of deferred revenue related to grants for the ABO-102 and ABO-101 development programs. Royalties Total royalties expenses were $0.4 million for the nine months ended September 30, 2022, as compared to nil for the same period of 2021, an increase of $0.4 million. The increase in expense was due to royalties owed to our licensors resulting from the $1.0 million milestone due from Taysha. 21 Research and development Total research and development spending for the nine months ended September 30, 2022 was $22.7 million, as compared to $25.9 million for the same period of 2021, a decrease of $3.2 million. The decrease in expenses was primarily due to: ● decreased clinical and development work for our cell and gene therapy product candidates and other related costs of $0.8 million which primarily relates to the license out/discontinuation of our MPSIII programs; ● decreased non-cash stock compensation expenses of $2.2 million; and ● decreased salary and related costs of $0.4 million; partially offset by ● increased other costs of $0.2 million. General and administrative Total general and administrative expenses were $11.6 million for the nine months ended September 30, 2022, as compared to $17.3 million for the same period of 2021, a decrease of $5.7 million. The decrease in expenses was primarily due to: ● decreased professional fees of $4.0 million; and ● decreased non-cash stock-based compensation of $2.5 million; partially offset by ● increased salary and related costs of $0.7 million. Impairment of licensed technology Impairment of licensed technology was $1.4 million for the nine months ended September 30, 2022, as compared to nil in the same period of 2021. The licensed technology was for the ABO-102 and ABO-101 development programs, which, as a result of our shift in priorities, we determined the remaining value of the licensed technology had no future value and thus recorded impairment of $1.4 million for the nine months ended September 30, 2022. Impairment of right-of-use lease asset Impairment of right-of-use lease asset was $1.6 million for the nine months ended September 30, 2022, as compared to nil in the same period of 2021. The impairment was related to a lease for a future manufacturing facility for the ABO-102 and ABO-101 development programs, which, as a result of our shift in priorities, we determined the remaining value of the portion of this lease had no future value and thus recorded impairment of $1.6 million for the nine months ended September 30, 2022. Impairment of construction-in-progress Impairment of construction-in-progress was $1.8 million for the nine months ended September 30, 2022, as compared to nil in the same period of 2021. The construction-in-progress was for a facility for the ABO-102 and ABO-101 development programs. As a result of our shift in priorities, we determined the remaining value of the construction-in-progress facility had no future value and thus recorded impairment of $1.8 million for the nine months ended September 30, 2022. Gain on settlement with licensor Gain on settlement with licensor was nil for the nine months ended September 30, 2022, as compared to $6.7 million in the same period of 2021. On November 12, 2021, we entered into a Settlement Agreement with REGENXBIO to resolve all current disputes between us and REGENXBIO. The accounting for the Settlement Agreement resulted in a $6.7 million gain on settlement with REGENXBIO in the first nine months of 2021. PPP loan payable forgiveness income PPP loan payable forgiveness income was nil for the nine months ended September 30, 2022 as compared to $1.8 million in the same period of 2021. In July 2021, we received notice from the SBA that our PPP loan had been forgiven so the PPP loan payable was reversed in the first nine months of 2021. Interest income Interest income was $103,000 for the nine months ended September 30, 2022, as compared to $35,000 in the same period of 2021. The increase resulted from higher earnings on short-term investments driven by higher interest rates partially offset by a lower average balance of short-term investments. Interest expense Interest expense was $0.6 million for the nine months ended September 30, 2022, as compared to $3.6 million in the same period of 2021. The decrease results primarily from the resolution of a disputed liability owed to our prior licensor, REGENXBIO. 22 Other expense Other expense was ($136,000) for the nine months ended September 30, 2022, as compared to ($2,000) in the same period of 2021. The decrease results primarily from the loss on disposal of fixed assets. LIQUIDITY AND CAPITAL RESOURCES Cash Flows for the Nine months Ended September 30, 2022 and 2021 For the nine months ended September 30, ($ in thousands) 2022 2021 Total cash and cash equivalents (used in)/provided by: Operating activities $ (29,491 ) $ (35,408 ) Investing activities 1,326 58,063 Financing activities 407 8,530 Net (decrease) increase in cash and cash equivalents $ (27,758 ) $ 31,185 Operating activities Net cash used in operating activities was $29.5 million for the nine months ended September 30, 2022, primarily comprised of our net loss of $38.6 million and a decrease in operating assets and liabilities of $1.9 million, partially offset by net non-cash charges of $11.0 million. Net cash used in operating activities was $35.4 million for the nine months ended September 30, 2021, primarily comprised of our net loss of $38.3 million, partially offset by an increase in operating assets and liabilities of $0.9 million and net non-cash charges of $1.9 million. Investing activities Net cash provided by investing activities was $1.3 million for the nine months ended September 30, 2022, primarily comprised of proceeds from maturities of short-term investments of $43.7 million and proceeds from disposal of property and equipment of $1.6 million, partially offset by purchases of short-term investments of $43.9 million and capital expenditures of $0.1 million. Net cash provided by investing activities was $58.1 million for the nine months ended September 30, 2021, primarily comprised of proceeds from maturities of short-term investments of $74.1 million, partially offset by purchases of short-term investments of $15.2 million and capital expenditures of $0.9 million. Financing activities Net cash provided by financing activities was $0.4 million for the nine months ended September 30, 2022, primarily comprised of proceeds of $4.2 million from open market sales of common stock pursuant to the ATM Agreement (as defined below), partially offset by the proceeds and redemption of our convertible redeemable preferred stock. Net cash provided by financing activities was $8.5 million for the nine months ended September 30, 2021, primarily comprised of proceeds of $7.7 million from open market sales of common stock pursuant to the ATM Agreement and proceeds of $0.8 million from the exercise of stock options. We have historically funded our operations primarily through sales of common stock. Our principal source of liquidity is cash, cash equivalents, restricted cash and short-term investments, collectively referred to as our cash resources. As of September 30, 2022, our cash resources were $23.5 million. We believe that our current cash and cash equivalents, restricted cash and short-term investments plus the net proceeds from the private placement financing on November 3, 2022 are sufficient resources to fund operations through at least the next 12 months from the date of this report on Form 10-Q. We may need to secure additional funding to carry out all of our planned research and development activities. If we are unable to obtain additional financing or generate license or product revenue, the lack of liquidity and sufficient capital resources could have a material adverse effect on our future prospects. 23 We have an open market sale agreement with Jefferies LLC (as amended, the “ATM Agreement”) pursuant to which, we may sell from time to time, through Jefferies LLC, shares of our common stock for an aggregate sales price of up to $150.0 million. Any sales of shares pursuant to this agreement are made under our effective “shelf” registration statement on Form S-3 that is on file with and has been declared effective by the SEC. We are currently subject to General Instruction I.B.6 of Form S-3, as a result of which the amount of funds we can raise through primary public offerings of securities in any 12-month period using our registration statement on Form S-3 is limited to one-third of the aggregate market value of the voting and non-voting common equity held by non-affiliates. We remain subject to this one-third limitation until such time our public float exceeds $75 million. We sold 1,038,134 shares of our common stock under the ATM Agreement and received $4.2 million of net proceeds during the nine months ended September 30, 2022. Subsequent to September 30, 2022, we sold an additional 2,440,882 shares of our common stock under the ATM Agreement and received $8.6 million of net proceeds Since our inception, we have incurred negative cash flows from operations and have expended, and expect to continue to expend, substantial funds to complete our planned product development efforts. We have not been profitable since inception and to date have received limited revenues from the sale of products. We expect to incur losses for the next several years as we continue to invest in product research and development, preclinical studies, clinical trials, and regulatory compliance and cannot provide assurance that we will ever be able to generate sufficient product sales or royalty revenue to achieve profitability on a sustained basis, or at all. If we raise additional funds by selling additional equity securities, the relative equity ownership of our existing investors will be diluted, and the new investors could obtain terms more favorable than previous investors. If we raise additional funds through collaborations, strategic alliances, or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs, or product candidates or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financing when needed, we may be required to delay, limit, or terminate our product development programs or any future commercialization efforts or grant rights to develop and market product candidates to third parties that we would otherwise prefer to develop and market ourselves. We are carefully and continually reassessing key business activities and all associated spending decisions. Nonetheless, we are spending necessary funds on manufacturing activities and preclinical studies and clinical trials of potential products, including research and development with respect to our acquired and developed technology. Our future capital requirements and adequacy of available funds depend on many factors, including: ● the successful development, regulatory approval and commercialization of our cell and gene therapy and other product candidates; ● the ability to establish and maintain collaborative arrangements with corporate partners for the research, development, and commercialization of products; ● continued scientific progress in our research and development programs; ● the magnitude, scope and results of preclinical testing and clinical trials; ● the costs involved in filing, prosecuting, and enforcing patent claims; ● the costs involved in conducting clinical trials; ● any continuing impact to our business, operations, and clinical programs from the COVID-19 pandemic and government actions related thereto; ● competing technological developments; ● the cost of manufacturing and scale-up; ● the ability to establish and maintain effective commercialization arrangements and activities; and ● the successful outcome of our regulatory filings. Due to uncertainties and certain of the risks described above, our ability to successfully commercialize our product candidates, our ability to obtain applicable regulatory approval to market our product candidates, our ability to obtain necessary additional capital to fund operations in the future, our ability to successfully manufacture our products and our product candidates in clinical quantities or for commercial purposes, government regulation to which we are subject, the uncertainty associated with preclinical and clinical testing, intense competition that we face, the potential necessity of licensing technology from third parties and protection of our intellectual property, it is not possible to reliably predict future spending or time to completion by project or product category or the period in which material net cash inflows from significant projects are expected to commence. If we are unable to timely complete a particular project, our research and development efforts could be delayed or reduced, our business could suffer depending on the significance of the project and we might need to raise additional capital to fund operations, as discussed in the risks above. We plan to continue our policy of investing any available funds in suitable certificates of deposit, money market funds, government securities and investment-grade, interest-bearing securities. We do not invest in derivative financial instruments. 24 Critical Accounting Estimates The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and related disclosures in the financial statements. Management considers an accounting estimate to be critical if: ● it requires assumptions to be made that were uncertain at the time the estimate was made, and ● changes in the estimate or different estimates that could have been selected could have a material impact in our results of operations or financial condition. While we base our estimates and judgments on our experience and on various other factors that we believe to be reasonable under the circumstances, actual results could differ from those estimates and the differences could be material. For a discussion of the critical accounting estimates that affect the unaudited condensed consolidated financial statements, see “Critical Accounting Estimates” included in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report. See Note 1 to our unaudited condensed consolidated financial statements for a discussion of our significant accounting policies. Recently Issued Accounting Standards Not Yet Effective or Adopted See Note 1 to our unaudited condensed consolidated financial statements for a discussion of recently issued accounting standards not yet effective or adopted. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our management and consultants, including the Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer), we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (“Disclosure Controls and Procedures”), as of September 30, 2022, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Conclusion of Evaluation — Based on this Disclosure Controls and Procedures evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our Disclosure Controls and Procedures as of September 30, 2022 were effective. Changes in Internal Control Over Financial Reporting – There were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 25 PART II — OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 1A. RISK FACTORS Our business and financial results are subject to numerous risks and uncertainties. As a result, the risks and uncertainties discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2021 should be carefully considered. There have been no material changes in the assessment of other risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2021. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS (c) The following table provides information about purchases of equity securities that are registered pursuant to Section 12 of the Exchange Act for the quarter ended September 30, 2022: Total number of shares (or units) purchased (a) Average price paid per share (or unit) Shares delivered or withheld pursuant to restricted stock awards July 1, 2022 - July 31, 2022 — $ — August 1, 2022 - August 31, 2022 — $ — September 1, 2022 - September 30, 2022 479 $ 3.72 479 $ 3.72 (a) Reflects shares of common stock surrendered to the Company for payment of tax withholding obligations in connection with the vesting of restricted stock. ITEM 6. EXHIBITS See Exhibit Index below, which is incorporated by reference herein. Exhibit Index Exhibits: 31.1 Principal Executive Officer Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934. 31.2 Principal Financial Officer Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934. 32* Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101 The following materials from Abeona’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, formatted in Inline XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at September 30, 2022 and December 31, 2021, (ii) Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2022 and 2021, (iii) Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2022 and 2021, (iv) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021, and (v) Notes to Condensed Consolidated Financial Statements. * Pursuant to Item 601(b)(32)(ii) of Regulation S-K, this exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filing. 26 SIGNATURES 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, thereunto duly authorized. ABEONA THERAPEUTICS INC. Date: November 14, 2022 By: /s/ Vishwas Seshadri Vishwas Seshadri President and Chief Executive Officer (Principal Executive Officer) Date: November 14, 2022 By: /s/ Joseph Vazzano Joseph Vazzano Chief Financial Officer (Principal Financial Officer) 27