UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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).
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The stockholders of Abeona Therapeutics Inc. (the “Company”) approved the Second Amended and Restated Abeona Therapeutics Inc. 2023 Equity Incentive Plan (the “Second A&R Plan”) at the Company’s special meeting of stockholders on December 20, 2024 (the “Special Meeting”). The Company’s Board of Directors (the “Board”), upon the recommendation of the Compensation Committee of the Board, previously approved the Second A&R Plan on November 1, 2024, subject to stockholder approval. Additional information regarding the results of the Special Meeting is set forth below in this Report under Item 5.07.
The Second A&R Plan increases the number of common shares, par value $0.01 per share, of the Company reserved for issuance under the plan by 5,200,000 shares, from 3,200,000 shares to 8,400,000 shares.
The foregoing description of the Second A&R Plan does not purport to be complete and is qualified in its entirety by the full text of the Second A&R Plan, which is attached as Appendix A to the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on November 12, 2024, and is incorporated by reference herein as Exhibit 10.1.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Special Meeting was held virtually on December 20, 2024 at 9:00 a.m., Eastern Time. Of the 43,593,484 shares of the Company’s common stock outstanding and entitled to vote at the Special Meeting, 24,567,979 shares (or 56.35%), constituting a quorum, were represented in person (online) or by proxy at the Special Meeting. The following matters were acted upon:
Proposal 1. Approval of an Increase in the Number of Shares Reserved for Issuance Under the Second A&R Plan.
A proposal to approve an increase in the number of shares reserved for issuance under the Second A&R Plan from 3,200,000 to 8,400,000 shares was approved based on the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 20,996,641 | 2,876,261 | 695,077 | 0 |
Proposal 2. Approval of Possible Adjournment of the Special Meeting.
Proposal 2, the approval of the adjournment of the Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve Proposal 1, was not presented to the stockholders at the meeting, as a quorum had been established and preliminary voting results indicated that Proposal 1 was approved.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 21,642,686 | 2,855,992 | 69,301 | 0 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Second Amended and Restated Abeona Therapeutics Inc. 2023 Equity Incentive Plan (incorporated by reference to our Definitive Proxy Statement on Schedule 14A filed on November 12, 2024) | |
| 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/ Joseph Vazzano | |
| Name: | Joseph Vazzano | |
| Title: | Chief Financial Officer | |
Date: December 20, 2024