Current Report Filing (8-k)
November 03 2022 - 5:21PM
Edgar (US Regulatory)
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2022-11-03
2022-11-03
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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): November 3, 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
1.01 |
Entry
into a Material Definitive Agreement. |
On
November 3, 2022, Abeona Therapeutics Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with a group of investors (the “Purchasers”) providing for the private placement (the “Private Placement”)
to the Purchasers of (i) 7,065,946 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”)
(ii) pre-funded warrants to purchase 543,933 shares of Common Stock with a term of five years from the issuance date (the “Pre-Funded
Warrants”) and (iii) warrants to purchase 7,609,879 shares of Common Stock with a term of five years from the issuance date (the
“Common Warrants” and together with the Pre-Funded Warrants, the “Warrants”), for an aggregate purchase price
of approximately $35.0 million. Each Pre-Funded Warrant has an exercise price of $0.01 per share of Common Stock. Each of the Warrants
is subject to customary adjustments. The closing of the Private Placement is expected to occur on November 7, 2022 (the “Closing”).
Each
Common Warrant has an exercise price of $4.75 per share. The Warrants may not be exercised if the aggregate number of shares of the Common
Stock beneficially owned by the holder thereof would exceed 4.99% immediately after exercise thereof, which ownership cap may be increased
by the holder up to 9.99% upon 61 days’ prior notice.
The
Company intends to use the net proceeds from the Private Placement for development, working capital and general corporate purposes.
The
securities issued to the Purchasers under the Purchase Agreement were offered in reliance on an exemption from registration provided
by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The Company relied on this exemption from
registration based in part on representations made by the Purchasers, including that each of the Purchasers is an “accredited investor”,
as defined in Rule 501(a) promulgated under the Securities Act.
Cantor
Fitzgerald & Co. served as the placement agent in connection with the Private Placement, and the Company has agreed to pay Cantor
Fitzgerald & Co. a customary fee plus reimbursement for certain out-of-pocket expenses.
The
sale of the securities pursuant to the Purchase Agreement has not been registered under the Securities Act or any state securities laws.
The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Neither this Current Report on Form 8-K, nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy
the securities described herein or therein.
The
Company and the Purchasers will enter into a Registration Rights Agreement immediately prior to the Closing, pursuant to which the Company
will agree to prepare and file a registration statement with the Securities and Exchange Commission no later than the 30th
day following the execution of the Registration Rights Agreement to register the resale of the shares of Common Stock and the shares
of Common Stock issuable upon exercise of the Warrants.
The
foregoing description of the Purchase Agreement, the Pre-Funded Warrants, the Common Warrants and the Registration Rights Agreement is
only a summary and is qualified in its entirety by reference to the full text of such documents, which are filed as Exhibits 10.1, 4.1,
4.2 and 4.3, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item
3.02 |
Unregistered
Sales of Equity Securities. |
The
information contained in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the securities in the Private Placement
is incorporated by reference under this Item 3.02.
On
November 3, 2022, the Company issued a press release announcing the Private Placement. A copy of such press release is filed as Exhibit
99.1 to this Current Report on Form 8-K.
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:
November 3, 2022
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