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): October 27, 2016

 

ABEONA THERAPEUTICS INC.

(Exact name of registrant as specified in its charter)

 

Delaware 0-9314 83-0221517
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

 

3333 Lee Parkway, Suite 600

Dallas, TX 75219

(Address of principal executive offices) (Zip Code)

 

(214)-665-9495

(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))

 

 

 

 

 Item 1.01 – Entry into a Material Definitive Agreement.

 

Underwriting Agreement

 

On October 27, 2016, Abeona Therapeutics Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Jefferies LLC, as representative for the underwriters named therein (the “Underwriters”), relating to an underwritten public offering of 6,000,000 shares of its common stock, par value $0.01 per share, at a price to the public of $7.00 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 900,000 shares of its common stock. The Company expects to receive approximately $39.3 million in net proceeds from the offering after deducting underwriting discounts and commissions and other offering expenses payable by the Company, assuming no exercise by the Underwriters of their option to purchase additional shares. The shares are expected to be delivered to the Underwriters on or about November 1, 2016, subject to the satisfaction of customary closing conditions.

 

The offering is being made pursuant to the Company’s effective registration statement on Form S-3 (File No. 333-205128) previously filed with the Securities and Exchange Commission and a preliminary and final prospectus supplement thereunder. A copy of the Underwriting Agreement executed in connection with the offering is filed herewith as Exhibit 1.1 and is incorporated herein by reference. The Underwriting Agreement contains representations, warranties and covenants of the Company that are customary for transactions of this type and customary conditions to closing. Additionally, the Company has agreed to provide the Underwriters with customary indemnification rights under the Underwriting Agreement. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such Exhibit.

 

Item 9.01 – Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit NumberDescription

 

1.1Underwriting Agreement between the Company and Jefferies LLC, as representative for the underwriters named therein, dated as of October 27, 2016

 

 

 

 

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/ Stephen B. Thompson  
    Stephen B. Thompson
Vice President Finance 
Chief Accounting Officer
 

 

Dated: October 28, 2016

 

 

 

 

Index to Exhibits

 

Exhibit NumberDescription

 

1.1Underwriting Agreement between the Company and Jefferies LLC, as representative for the underwriters named therein, dated as of October 27, 2016