Prospectus Filed Pursuant to Rule 424(b)(5) (424b5)
July 19 2022 - 5:16PM
Edgar (US Regulatory)
Filed
Pursuant to Rule 424(b)(5)
Registration No. 333-256850
PROSPECTUS
SUPPLEMENT
(To
Prospectus Supplement dated November 19, 2021
To
Prospectus dated October 22, 2021)
Up
to $9,584,554
Common
Stock
This
prospectus supplement amends and supplements the information in the prospectus, dated October 22, 2021, filed with the Securities and
Exchange Commission as a part of our registration statement on Form S-3 (File No. 333-256850), as previously supplemented by our prospectus
supplement dated November 19, 2021 (the “Prior Prospectus”), relating to the offer and sale of up to $150,000,000 of shares
of our common stock, pursuant to the Open Market Sale AgreementSM, as amended (the “Sale Agreement”), we previously
entered into with Jefferies LLC (“Jefferies”). This prospectus supplement should be read in conjunction with the Prior Prospectus,
and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained
in the Prior Prospectus. This prospectus supplement is not complete without, and may only be delivered or utilized in connection with,
the Prior Prospectus and any future amendments or supplements thereto. Through July 15, 2022, we have sold 6,758,744 shares of our common
stock for aggregate gross proceeds of approximately $25.8 million in accordance with the Sale Agreement under the Prior Prospectus.
We
are filing this prospectus supplement to amend the Prior Prospectus because we are now subject to General Instruction I.B.6. of Form
S-3, which limits the amounts that we may sell under the registration statement of which this prospectus supplement and the Prior Prospectus
are a part. After giving effect to these limitations and the current public float of our common stock, and after giving effect to the
terms of the Sale Agreement, we currently may offer and sell shares of our common stock having an aggregate offering price of up to $9,584,554
under the Sale Agreement. If our public float increases such that we may sell additional amounts under the Sale Agreement and the registration
statement of which this prospectus supplement and the Prior Prospectus are a part, we will file another prospectus supplement prior to
making additional sales.
Our
common stock is listed on the Nasdaq Capital Market under the symbol “ABEO.” The aggregate market value of our common stock
held by non-affiliates as of July 11, 2022 pursuant to General Instruction I.B.6 of Form S-3 is $28,753,662, which was calculated based
on 5,171,522 shares of our common stock outstanding held by non-affiliates and at a price of $5.56 per share, the closing price of our
common stock on July 11, 2022. As of the date hereof, we have not offered or sold any securities pursuant to General Instruction I.B.6.
of Form S-3 during the prior 12 calendar month period that ends on and includes the date hereof. As a result of the limitations of General
Instruction I.B.6. of Form S-3, and in accordance with the terms of the Sales Agreement, we are registering the offer and sale of shares
of our common stock having an aggregate offering price up to $9,584,554 from time to time through Jefferies. In addition, we have
agreed to reimburse the Agent for fees and disbursements paid to its legal counsel, in an amount not to exceed $50,000, in connection
with this prospectus supplement and, upon the occurrence of certain events specified in the Sale Agreement, up to $15,000 in connection
with each such specified event. In accordance with FINRA Rule 5110, these reimbursed fees and expenses are deemed sales compensation
for this offering.
Investing
in our securities involves significant risks. Please see “Risk Factors” beginning on page S-4 of the Prior Prospectus and
in the documents incorporated by reference into the Prior Prospectus and in our most recent Annual Report on Form 10-K and in our most
recently Quarterly Reports on Form 10-Q, and any amendments thereto, which are incorporated by reference into the Prior Prospectus, and
under similar headings in the other documents that are filed after the date hereof and incorporated by reference into this prospectus
supplement and the Prior Prospectus for a discussion of the factors you should carefully consider before deciding to purchase our common
stock.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of the Prior Prospectus, this prospectus supplement or the accompanying prospectus. Any representation
to the contrary is a criminal offense.
Jefferies
LLC
The
date of this prospectus supplement is July 19, 2022
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