8-K
Abeona Therapeutics Inc. (ABEO)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 6, 2023
ABEONA
THERAPEUTICS INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-15771 | 83-0221517 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
6555Carnegie Ave**, 4thFloor**
Cleveland,OH ### 44103
(Address of principal executive offices) (Zip Code)
(646)
813-4701
(Registrant’s telephone number, including area code)
1330Avenue of the Americas, 33rd Floor,
NewYork, NY 10019
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of Each Class | Trading<br> Symbol | Name<br> of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value | ABEO | Nasdaq Capital Markets |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On March 23, 2023, the Board of Directors (the “Board”) of Abeona Therapeutics Inc. (the “Company”), in accordance with Article III.1 of the Company’s Amended and Restated Bylaws (“Bylaws”), approved a decrease in the size of the Board by two directors, from nine to seven, effective at the conclusion of the Company’s 2023 Annual Shareholder Meeting. Also on April 6, 2023, Michael Amoroso, Chairman of the Board, relinquished his seat as a Class 2 director and was immediately appointed as a Class 1 director by the Board to stand for reelection at the 2023 Annual Shareholder Meeting. Mr. Amoroso’s transition from Class 2 to Class 1 was effected solely to maintain compliance with Article VII.B of the Company’s Articles of Incorporation and Article III.1 of the Bylaws, both of which require that the three director classes of the Board be divided “as nearly equal in number as possible,” and Mr. Amoroso’s service on the Board is deemed to have continued without any break in service. The Company is not entering into any new plan, contract, or compensatory arrangement in connection with Mr. Amoroso’s transition of director classes.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Abeona<br> Therapeutics Inc. | |
|---|---|
| (Registrant) | |
| By: | /s/ Joseph Vazzano |
| Name: | Joseph Vazzano |
| Title: | Chief Financial<br> Officer |
Date: April 11, 2023