ABEO Abeona Therapeutics Inc

EXPLANATORY NOTE

This Registration Statement has been filed by Abeona Therapeutics Inc. (the “Registrant”) to register (i) 8,000,000 additional shares of common stock to be offered pursuant to the Abeona Therapeutics Inc. 2015 Equity Incentive Plan (the “2015 Plan”), and (ii) 930,000 shares of common stock issuable pursuant to the Stock Option Agreement, effective as of April 15, 2020, between the Registrant and Brian J. G. Pereira.

The Registrant previously filed the Registration Statements on Form S-8 (File Nos. 333-221552, 333-214846 and 333-204055) on November 14, 2017, November 30, 2016, and May 11, 2015, respectively, with the Securities and Exchange Commission to register an aggregate of 10,000,000 shares of common stock that were authorized for issuance under the 2015 Plan (collectively, the “Prior Registration Statements”). Upon the effectiveness of this Registration Statement, an aggregate of 18,000,000 shares of common stock will be registered for issuance from time to time under the 2015 Plan. Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference except to the extent supplemented, amended or superseded by the information set forth herein. Only those items of Form S-8 containing new information not contained in the Prior Registration Statements are presented herein.

INCORPORATION BY REFERENCE

In accordance with General Instruction E to Form S-8, the contents of the Prior Registration Statements, with respect to securities offered pursuant to the 2015 Plan, are hereby incorporated by reference.

The following documents previously filed by the Registrant with the Commission are incorporated herein by reference and shall be deemed to be a part hereof:

(1) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Commission on March 16, 2020;

(2) The Registrant’s Current Reports on Form 8-K filed with the Commission on January 7, 2020, January 8, 2020, March 16, 2020, April 6, 2020, April 21, 2020, April 24, 2020, and May 21, 2020 (provided that any portions of such reports that are deemed furnished and not filed pursuant to instructions to Form 8-K shall not be incorporated by reference into this Registration Statement); and

(3) The description of common stock set forth in the Registrant’s Registration Statement on Form 8-A filed with the Commission on November 4, 2014, including any amendment or report filed for the purpose of updating such description.

In addition, all documents that the Registrant files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the effective date of this Registration Statement (except for any portions of the Registrant’s Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof and any corresponding exhibits thereto not filed with the Commission), but prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents.

For purposes of this Registration Statement, any document or statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such document or statement in such document. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.