Current Report Filing (8-k)
June 30 2022 - 5:01PM
Edgar (US Regulatory)
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0000318306
2022-06-30
2022-06-30
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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): June 30, 2022
ABEONA
THERAPEUTICS INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-15771 |
|
83-0221517 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
1330
Avenue of the Americas, 33rd Floor,
New
York, NY 10019
(Address
of principal executive offices) (Zip Code)
(646)
813-4712
(Registrant’s
telephone number, including area code)
N/A
(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
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
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
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
| Common
Stock, $0.01 par value |
|
ABEO |
|
Nasdaq
Capital Market |
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 3.03. Material Modification to Rights of Security Holders.
On
June 30, 2022, Abeona Therapeutics Inc. (“Abeona” or the “Company”) filed a Certificate of Amendment to the Company’s
Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Certificate of Amendment”),
to effectuate a reverse stock split of the Company’s outstanding common stock, par value $0.01 per share (“Common Stock”),
at an exchange ratio of 25-to-1 (the “Reverse Stock Split”). The Reverse Stock Split will be effective as of 4:00 p.m. Eastern
Time on Friday, July 1, 2022 (the “Effective Time”). The number of authorized shares of Common Stock immediately after the
Reverse Stock Split (“New Common Stock”) will remain at 200,000,000 shares.
As
a result of the Reverse Stock Split, every 25 shares of Common Stock outstanding immediately prior to the effectiveness of the Reverse
Stock Split will be combined and converted into one share of New Common Stock without any change in the par value per share. No fractional
shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to a fraction of one share
of New Common Stock as a result of the Reverse Stock Split will instead receive an amount in cash equal to such fraction multiplied by
the closing sale price of Common Stock on the Nasdaq Capital Market on July 1, 2022, as adjusted for the Reverse Stock Split.
Proportionate
adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all stock
options, restricted stock and warrants outstanding at the Effective Time, which will result in a proportional decrease in the number
of shares of the Company’s common stock reserved for issuance upon exercise or vesting of such stock options, restricted stock
and warrants, and, in the case of stock options and warrants, a proportional increase in the exercise price of all such stock options
and warrants. In addition, the number of shares reserved for issuance under the Company’s 2015 Equity Incentive Plan, immediately
prior to the Effective Time will be reduced proportionately.
The
New Common Stock will continue to be traded on the Nasdaq Capital Market under the symbol ABEO and will begin trading on a split-adjusted
basis when the market opens on Tuesday, July 5, 2022, under a new CUSIP number, 00289Y206.
The
above description of the Certificate of Amendment and the Reverse Stock Split is qualified in its entirety by reference to the Certificate
of Amendment, a copy of which is attached hereto as Exhibit 3.1.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
June 30, 2022, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware, a copy of which is
attached hereto as Exhibit 3.1 and incorporated herein by reference, to effect the Reverse Stock Split and maintain the number of authorized
shares of New Common Stock at 200,000,000 shares.
The
description of the Certificate of Amendment and the Reverse Stock Split set forth in Item 3.03 of this Current Report on Form 8-K is
incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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
Therapeutics Inc. |
| |
(Registrant) |
| |
|
|
| |
By: |
/s/
Joseph Vazzano |
| |
Name: |
Joseph
Vazzano |
| |
Title:
|
Chief
Financial Officer |
| |
|
|
| Date:
June 30, 2022 |
|
|
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