Item 5. Other Information
ITEM 5. OTHER INFORMATION
Securities Trading Arrangements of Directors and Executive Officer s
During the fiscal quarter ended March 31, 2024, the
following officers, as defined in Rule 16a-1(f) under the Exchange Act, as amended, adopted a “Rule 10b5-1 trading arrangement”
as defined in Regulation S-K Item 408, as follows:
On February 9, 2024, Vishwas Seshadri, the Company’s President and
Chief Executive Officer and a member of the Company’s board of directors, adopted a Rule 10b5-1 trading arrangement providing for
the sale from time to time of an aggregate of (i) up to 20,000 shares of our common stock and (ii) up to (a) 100% of the shares of our
common stock issued upon the settlement of 2,700 outstanding restricted stock units, (b) up to 21% of the shares of our common stock issued
upon the settlement of 23,280 outstanding restricted stock units and (c) up to 30% of the shares of our common stock issued upon the settlement
of 134,730 outstanding restricted stock units, in each case, less the number of shares traded to cover tax withholding obligations in
connection with the vesting and settlement of such restricted stock units. The duration of the trading arrangement is until October 30,
2025, or earlier if all transactions under the trading arrangement are completed.
Joseph Vazzano, the Company’s Chief Financial Officer, adopted two
Rule 10b5-1 trading arrangements on February 9, 2024 and February 12, 2024:
●
The arrangement adopted on February 9, 2024 provides for the sale from time to time of an aggregate of (i) up to 14,979 shares of our common stock and (ii) up to 47,302 of the shares of our common stock issued upon the settlement of 141,908 outstanding restricted stock units, less the number of shares traded to cover tax withholding obligations in connection with the vesting and settlement of such restricted stock units. The duration of the trading arrangement is until December 31, 2024, or earlier if all transactions under the trading arrangement are completed.
●
The arrangement adopted on February 12, 2024 provides for the sale from time to time of an aggregate of up to 5,500 shares of our common stock. The duration of the trading arrangement is until December 31, 2024, or earlier if all transactions under the trading arrangement are completed.
Each trading arrangement described is intended to satisfy the affirmative
defense in Rule 10b5-1(c).
28
ITEM
6. EXHIBITS
See
Exhibit Index below, which is incorporated by reference herein.
Exhibit
Index
Exhibits:
4.1
Warrant to Purchase Common Stock, by and between Abeona Therapeutics, Inc. and Avenue Venture Opportunities Fund, L.P., dated as of January 8, 2024 (incorporated by reference from our Form 8-K filed with the SEC on January 8, 2024).
4.2
Warrant to Purchase Common Stock, by and between Abeona Therapeutics, Inc. and Avenue Venture Opportunities Fund II, L.P., dated as of January 8, 2024 (incorporated by reference from our Form 8-K filed with the SEC on January 8, 2024).
10.1
Loan and Security Agreement, by and among Abeona Therapeutics, Inc., MacroChem Corporation, Abeona Therapeutics LLC, Avenue Venture Opportunities Fund, L.P., as Agent, and Avenue Venture Opportunities Fund II, L.P., dated as of January 8, 2024 (incorporated by reference from our Form 8-K filed with the SEC on January 8, 2024).
10.2
Supplement to the Loan and Security Agreement, by and among Abeona Therapeutics, Inc., MacroChem Corporation, Abeona Therapeutics LLC, Avenue Venture Opportunities Fund, L.P., as Agent, and Avenue Venture Opportunities Fund II, L.P., dated as of January 8, 2024 (incorporated by reference from our Form 8-K filed with the SEC on January 8, 2024).
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 March 31, 2024, formatted in Inline XBRL
(Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at March 31, 2024 and December 31, 2023 (unaudited),
(ii) Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2024 and 2023 (unaudited),
(iii) Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the three months ended March 31, 2024 and 2023
(unaudited), (iv) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023 (unaudited),
and (v) Notes to Condensed Consolidated Financial Statements (unaudited).
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
*
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.
29
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:
May
15, 2024
By:
/s/
Vishwas Seshadri
Vishwas
Seshadri
President
and Chief Executive Officer
(Principal
Executive Officer)
Date:
May
15, 2024
By:
/s/
Joseph Vazzano
Joseph
Vazzano
Chief
Financial Officer
(Principal
Financial Officer)
30
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.