ABEONA THERAPEUTICS INC

DEF 14A 1 formdef14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

ABEONA THERAPEUTICS INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ABEONA THERAPEUTICS INC.

6555 Carnegie Ave., 4th Floor

Cleveland, OH 44103

646-813-4701

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

to be held on Friday, December 20, 2024

PLEASE TAKE NOTICE that the 2024 Special Meeting of Stockholders (the “Special Meeting”) of Abeona Therapeutics Inc. (the “Company”) will be held virtually over the Internet on Friday, December 20, 2024, at 9:00 a.m. Eastern Time, for the purpose of approving an increase in the number of shares of Common Stock reserved for issuance under the Second Amended and Restated Abeona Therapeutics Inc. 2023 Equity Incentive Plan from 3,200,000 to 8,400,000 shares of Common Stock.

In addition to the foregoing, the Special Meeting will include the transaction of such other business as may properly come before the Special Meeting, or any adjournment(s), continuation(s), rescheduling(s) or postponement(s) thereof. The Board of Directors has fixed the close of business on November 7, 2024 (the “Record Date”), as the record date for the determination of stockholders entitled to receive notice of, and to vote at, the Special Meeting and any adjournment or postponement thereof. Only stockholders of record at the close of business on the Record Date are entitled to notice of and to vote at the Special Meeting. A complete list of stockholders entitled to vote at the Special Meeting will be available for inspection by stockholders at our offices during normal business hours, during the 10 days prior to the Special Meeting as well as during the Special Meeting atwww.virtualshareholdermeeting.com/ABEO2024SM.

Information relating to the proposals described above is set forth in the accompanying proxy statement. Please carefully review the proxy statement. This Proxy Statement is available at www.proxyvote.com.

Stockholders are invited to attend the Special Meeting to be held virtually over the Internet on Friday, December 20, 2024 at 9 a.m. Eastern Time. YOUR VOTE IS IMPORTANT. If you do not expect to virtually attend the Special Meeting, or if you do plan to virtually attend but wish to vote by proxy, please complete, date, sign and mail the enclosed proxy card in the return envelope provided addressed to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Proxies will also be accepted as follows: (1) via the Internet by accessing www.proxyvote.com and following the on-screen instructions or scanning the QR code on the proxy card with your smartphone; (2) by calling toll-free at 1-800-690-6903 from any touch-tone telephone and following the instructions; (3) by signing, dating and returning your proxy card in the prepaid enclosed envelope and (4) by attending the virtual Special Meeting atwww.virtualshareholdermeeting.com/ABEO2024SM. You should have your proxy card available in front of you when you log onto the Internet or call. You can vote online or by phone until 11:59 p.m. Eastern Time the day before the Special Meeting.

By Order of the Board of Directors,

/s/ Vishwas Seshadri

Vishwas Seshadri

President & Chief Executive Officer

Cleveland, OH

November 12, 2024

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