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 *

CARR EDWARD
2. Issuer Name and Ticker or Trading Symbol

ABEONA THERAPEUTICS INC. [ ABEO ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Accounting 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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (right to buy) (2)$1.45 3/16/2020  A   51081     (1)3/16/2030 Common Stock 51081 $0 51081 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. Carr will also be entitled to an additional grant of 28,919 stock options and a grant of 40,000 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
Director10% OwnerOfficerOther
CARR EDWARD
1330 AVENUE OF THE AMERICAS,
33RD FLOOR
NEW YORK, NY 10019


Chief Accounting Officer

Signatures
/s/ Edward G. Carr3/18/2020
**Signature of Reporting PersonDate

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