Item 1.01 Entry into a Material Definitive Agreement.
At Market Issuance Sales Agreement
On August 26, 2016, Abeona Therapeutics Inc. (“Abeona”
or “Company”), entered into an At Market Issuance Sales Agreement (the “Agreement”) with FBR Capital Markets
& Co., JonesTrading Institutional Services LLC, and Maxim Group LLC (collectively, the “Agents”). Pursuant to the
terms of the Agreement, the Company may sell from time to time through the Agents shares of the Company’s common stock, par
value $0.01 per share (“Common Stock”) with an aggregate sales price of up to $75 million (the “Shares”).
Any sales of Shares pursuant to the Agreement will be made under
the Company’s effective “shelf” registration statement (the “Registration Statement”) on Form S-3
(File No. 333-205128) which became effective on July 23, 2015 and the related prospectus supplement and the accompanying prospectus,
as filed with the Securities and Exchange Commission (the “SEC”) on August 26, 2016.
Under the Sales Agreement, the Company may sell Shares
through an Agent by any method permitted that is deemed an “at the market offering” as defined in Rule 415 under
the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through the
NASDAQ Capital Market, the existing trading market for our Common Stock or on any other existing trading market for our
Common Stock, sales made to or through a market maker other than on an exchange or otherwise, in negotiated transactions at
market prices, and/or any other method permitted by law.
Sales of the Shares, if any, may be made at market prices
prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, and subject to such
other terms as may be agreed upon at the time of sale including a minimum sales price that may be stipulated by the
Company’s Board of Directors, a duly authorized committee thereof or a duly authorized executive committee. The Company
or the Agents, under certain circumstances and upon notice to the other, may suspend the offering of the Shares under the
Agreement. The offering of the Shares pursuant to the Agreement will terminate upon the sale of Shares in an aggregate
offering amount equal to $75 million, or sooner if either the Company or the Agents terminate the Agreement pursuant to its
terms.
The Company will pay the applicable Agent a commission of
up to 3.0% of the gross proceeds of the sale of any Shares under the Agreement and expense reimbursement, including up to
$50,000 for fees and disbursements of counsel to the Agents. The Company has also provided the Agents with customary
indemnification rights. The Company is not obligated to make any sales of Common Stock under the Agreement
The foregoing description of the Agreement is not complete and
is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 1.1 to this Current
Report on Form 8-K and is incorporated herein by reference. The Agreement is also incorporated by reference into the Registration
Statement.
A copy of the opinion of Morgan, Lewis & Bockius LLP relating
to the legality of the shares of Common Stock issuable under the Agreement, is filed as Exhibit 5.1 to this Current Report on Form
8-K and is also incorporated by reference into the Registration Statement.
The above disclosure shall not constitute an offer to sell or
the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the
securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state.