CUSIP No. 00289Y107
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SCHEDULE 13G
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Page 4
of 9 Pages
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1
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NAME OF REPORTING PERSONS
Mr. David Kroin
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
8,488,882
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
8,488,882
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,488,882
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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x5
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%6
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12
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TYPE OF REPORTING PERSON
IN/HC
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5
In addition to an aggregate of 7,213,012 shares of Common Stock in the aggregate held outright, the reporting persons hold
in the aggregate warrants to purchase 9,017,055 shares of Common Stock; however, the provisions of such warrants restrict
the exercise of such warrants to the extent that, after giving effect to such exercise, the holder of the warrants and its
affiliates, together with any other person or entities with which such holder would constitute a group, would beneficially
own in excess of the Beneficial Ownership Cap. As a result, an aggregate of 1,275,870 shares underlying such warrants are
beneficially owned by the reporting persons.
6
Based on a total of 84,973,798 shares, including (i) 83,697,928 shares outstanding, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the SEC on May 6, 2020 and (ii) 1,275,870 shares of the Issuer's Common Stock issuable upon exercise of warrants held by the reporting persons (subject to the Beneficial Ownership Cap).
CUSIP
No. 00289Y107
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SCHEDULE 13G
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Page 5
of 9 Pages
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The Reporting Persons (as defined below) initially filed a Schedule 13G with respect to the securities of the Issuer (as defined
below) on September 16, 2019. Subsequently, the Reporting Persons’ investment intent changed with respect to the securities
of the Issuer and the Reporting Persons filed a Schedule 13D on December 30, 2019, as amended on April 22, 2020, in accordance
with Rule 13d-1(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As of July 7, 2020, the Reporting Persons no longer hold securities of the Issuer with a purpose or effect of changing or influencing control
of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect. Accordingly, the
Reporting Persons are transitioning back to a Schedule 13G pursuant to Rule 13d-1(h) of the Exchange Act.
Item 1.
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(a) Name of Issuer
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Abeona Therapeutics Inc.
Item 1.
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(b) Address of Issuer’s Principal
Executive Offices
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1330 Avenue of the Americas, New York, NY 10019
Item 2.
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(a) Names of Persons Filing:
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Great Point Partners, LLC (“Great Point”)
Dr. Jeffrey R. Jay, M.D. (“Dr. Jay”)
Mr. David Kroin (“Mr.
Kroin” and collectively with Great Point and Dr. Jay, the “Reporting Persons”)
Item 2.
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(b) Address
of
Principal
Business Office:
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The address of the principal business office of each of the Reporting Persons is
165 Mason Street, 3rd Floor
Greenwich,
CT 06830
Great Point is a limited liability company organized under the laws of the State of Delaware.
Dr. Jay is a citizen of the United States.
Mr. Kroin is a citizen of the United States.
Item 2.
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(d) Title of Class of Securities
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Common
Stock, par value $0.01 per share
00289Y107
CUSIP No. 00289Y107
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SCHEDULE 13G
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Page 6
of 9 Pages
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Item 3. If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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¨
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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¨
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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o
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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¨
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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¨
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A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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CUSIP
No. 00289Y107
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SCHEDULE 13G
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Page
7 of 9 Pages
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Item
4. Ownership
The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover pages for the Reporting Persons
and is incorporated herein by reference.
The percentage set forth in Row (11) of the cover pages for the Reporting Persons
are based on 83,697,928 shares of common stock outstanding, as reported by the Issuer in its Quarterly Report on Form 10-Q,
filed with the SEC on May 6, 2020.
Biomedical Value Fund, L.P. (“BVF”) is the record holder of 2,430,785 shares
of Common Stock (the “BVF Shares”). Such shares constitute 2.86% of the shares of Common Stock outstanding, computed
in accordance with Rule 13d-3.
BVF is the record holder of warrants to purchase an additional 3,038,748 shares of Common Stock
(the “BVF Warrants”). As a result of the Beneficial Ownership Cap, 429,968 shares underlying such warrants are
exercisable, which constitutes 0.51% of the shares of Common Stock outstanding, computed in accordance with Rule 13d-3.
Biomedical
Offshore Value Fund, Ltd. (“BOVF”) is the record holder of 3,296,347 shares of Common Stock (the “BOVF Shares”).
Such shares constitute 3.88% of the shares of Common Stock outstanding, computed in accordance with Rule 13d-3. BOVF is the
record holder of warrants to purchase an additional 4,120,794 shares of Common Stock (the “BOVF Warrants”). As
a result of the Beneficial Ownership Cap, 583,074 shares underlying such warrants are exercisable, which constitutes 0.69%
of the shares of Common Stock outstanding, computed in accordance with Rule 13d-3.
GEF-SMA, L.P. (“GEF-SMA”) is
the record holder of 1,485,880 shares of Common Stock (the “GEF-SMA Shares”). Such shares constitute 1.75% of
the shares of Common Stock outstanding, computed in accordance with Rule 13d-3. GEF-SMA shares voting and dispositive power
over the GEF-SMA Shares.
GEF-SMA is the record holder of warrants to purchase an additional 1,857,513 shares of Common Stock
(the “GEF-SMA Warrants”). As a result of the Beneficial Ownership Cap, 262,829 shares underlying such warrants
are exercisable, which constitutes 0.31% of the shares of Common Stock outstanding, computed in accordance with Rule 13d-3.
BVF, BOVF and GEF-SMA (BVF, BOVF, and GEF-SMA, collectively, the “Clients”), and the Clients’ respective
general partners have granted full investment and voting authority and discretion to Great Point, as a result of which Great
Point may be deemed to be the beneficial owner of the BVF Shares, the BOVF Shares and the GEF-SMA Shares. Each of Dr. Jay,
as senior managing member of Great Point, and Mr. Kroin, as special managing member of Great Point, has shared voting and
investment power with respect to the BVF Shares, the BOVF Shares, and the GEF-SMA Shares and may be deemed to be the beneficial
owner of such shares. Great Point, Dr. Jay and Mr. Kroin disclaim beneficial ownership of the BVF Shares, the BOVF Shares
and the GEF-SMA Shares except to the extent of any pecuniary interest, and this Statement shall not be deemed to be an admission
that they are the beneficial owners of such securities.
Item
5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following [ ].
Item
6. Ownership of More Than Five Percent on Behalf of Another Person
See
Item 4.
Item
7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent
Holding Company or Control Person
Not Applicable.
Item
8. Identification and Classification of Members of the Group
Not Applicable.
Item
9. Notice of Dissolution of Group
Not Applicable.
Item
10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Exhibit
List
A. Joint Filing Agreement, dated September 16, 2019, by and among the Reporting Persons (incorporated by reference
to Exhibit 99.A of the Schedule 13G filed with the SEC by the Reporting Persons with respect to the Issuer on September 16,
2019).
CUSIP No. 00289Y107
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SCHEDULE 13G
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Page
8 of 9 Pages
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SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: July 7, 2020
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Great Point Partners, LLC
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By:
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/s/
Dr. Jeffrey R. Jay, M.D.
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Dr. Jeffrey R. Jay, M.D., as Senior Managing Member
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Dr. Jeffrey R. Jay, M.D.
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By:
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/s/
Dr. Jeffrey R. Jay, M.D.
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Dr. Jeffrey R. Jay, M.D.
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Mr.
David Kroin
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By:
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/s/
Mr. David Kroin
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Mr. David Kroin
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(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and
(ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.