Company Update

Securities and Exchange Commission (the “SEC”) on June 7, 2021, amended on August 27, 2021 and October 19, 2021, and declared effective by the SEC on October 22, 2021.   The Underwriting Agreement and form of Warrant are filed as Exhibits 1.1 and 4.1, respectively, to this Current Report on Form 8-K and the foregoing descriptions of the terms of the Underwriting Agreement and the Warrant are qualified in its entirety by reference to such exhibits. A copy of the opinion of Morgan, Lewis & Bockius LLP relating to the legality of the issuance and sale of the Shares and the Warrants in the Offering is filed with this Current Report on Form 8-K as Exhibit 5.1.   On December 17, 2021, the Company issued a press release announcing the pricing of the Offering. The full text of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.   Item 9.01.   Financial Statements and Exhibits.   (d) Exhibits.   Exhibit No.   Description 1.1   Underwriting Agreement, dated December 17, 2021 4.1   Form of Warrant 5.1   Opinion of Morgan, Lewis & Bockius LLP 23.1   Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1) 99.1   Press release dated December 17, 2021, entitled “Abeona Therapeutics Announces Pricing of Public Offering of Common Stock and Warrants” 104   Cover Page Interactive Data File (embedded within the Inline XBRL document)         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/ Brendan M. O’Malley   Name: Brendan M. O’Malley   Title: Corporate Secretary   Date: December 17, 2021