UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [  ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 12 to Schedule 13D is filed by: (i) SCO Capital Partners LLC, a limited liability company organized under the laws of the State of Delaware; (ii) Beach Capital LLC, a limited liability company organized under the laws of the State of New York; and (iii) Steven H. Rouhandeh, and supplements and amends the Statement on Schedule 13D filed on February 27, 2006, Amendment No. 1 thereto filed on November 7, 2006, Amendment No. 2 thereto filed on December 20, 2006, Amendment No. 3 thereto 13D filed on December 5, 2007, Amendment No. 4 thereto filed on March 7, 2008, Amendment No. 5 thereto filed on December 22, 2008, Amendment No. 6 thereto filed on February 12, 2009, Amendment No. 7 thereto filed on June 19, 2009, Amendment No. 8 to thereto filed on November 21, 2012, Amendment No. 9 thereto filed on January 12, 2015, Amendment No. 10 thereto filed on May 22, 2015, and Amendment No. 11 thereto filed on August 21, 2020, with respect to the common stock, par value $0.01, of Abeona Therapeutics Inc.

Item 5 of the Schedule 13D is hereby amended to the extent hereinafter expressly set forth. Unless otherwise indicated, capitalized terms used but not otherwise defined herein shall have the meaning assigned to such terms in the Statement on Schedule 13D filed on February 27, 2006, as amended.

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended as follows:

(a) On October 9, 2020, the Issuer issued 9,017,055 shares of Common Stock pursuant to the exercise of pre-funded warrants. Even though the Reporting Persons did not hold or exercise any such pre-funded warrants, the issuance caused the Reporting Persons’ aggregate ownership percentage at that time to decrease to the amounts disclosed below, based on 98,527,723 total shares outstanding:

As of the date hereof, each Reporting Person’s aggregate ownership percentage consisted of (based on 96,131,678 total shares outstanding as of December 31, 2020:

(b) As of October 9, 2020, each Reporting Person’s beneficial ownership consisted of:

As of the date hereof, each Reporting Person’s beneficial ownership consists of:

Mr. Rouhandeh disclaims beneficial ownership of all shares held by the Trusts.

(c) During the past 60 days, SCO sold shares of Common Stock pursuant to its existing 10b5-1 plan in open market transactions:

(1) The price a weighted average price. The shares were sold in multiple transactions at prices ranging from $2.00 to $2.01, inclusive.

(2) The price a weighted average price. The shares were sold in multiple transactions at prices ranging from $2.00 to $2.06, inclusive.

(3) The price a weighted average price. The shares were sold in multiple transactions at prices ranging from $2.00 to $2.16, inclusive.

(4) The price a weighted average price. The shares were sold in multiple transactions at prices ranging from $3.00 to $3.06, inclusive.

(5) The price a weighted average price. The shares were sold in multiple transactions at prices ranging from $2.71 to $3.08, inclusive.

(d) Not applicable.

(e) Not applicable.

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such person is true, complete and correct.