FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Siffert Joao MD 2. Issuer Name and Ticker or Trading Symbol ABEONA THERAPEUTICS INC. [ ABEO ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)         (First)         (Middle)
1330 AVENUE OF THE AMERICAS,, 33RD FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)
3/16/2020
(Street)
NEW YORK, NY 10019
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) (2) $1.45  3/16/2020    A     127704       (1) 3/16/2030  Common Stock  127704  $0  127704  D   

Explanation of Responses:
(1)  The options will vest 25% on March 16, 2021, and in 36 equal monthly installments thereafter.
(2)  Contingent upon stockholder approval of an amendment to the 2015 Equity Incentive Plan (the "2015 Plan") at the Annual Meeting of Stockholders scheduled for May 20, 2020 to increase the number of shares available under the 2015 Plan, Mr. Siffert will also be entitled to an additional grant of 72,296 stock options and a grant of 100,000 shares of restricted stock as soon as practicable after the amendment of the 2015 Plan. The stock options contingent upon stockholder approval will have an exercise price determined at the grant date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Siffert Joao MD
1330 AVENUE OF THE AMERICAS,
33RD FLOOR
NEW YORK, NY 10019
X
Chief Executive Officer

Signatures
/s/ Joao Siffert 3/18/2020
**Signature of Reporting Person Date
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