FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  O'Malley Brendan M.
 2. Date of Event Requiring Statement (Month/Day/Year)
09/20/2021		 3. Issuer Name and Ticker or Trading Symbol
ABEONA THERAPEUTICS INC. [ABEO]
(Last)
(First)
(Middle)
1330 AVENUE OF THE AMERICAS,, 33RD FLOOR		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, General Counsel
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10019		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common stock 137,454 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   (2) 05/31/2029 Common stock 55,000 $ 1.15 D  
Stock Option (right to buy)   (3) 03/16/2030 Common stock 50,000 $ 1.15 D  
Stock Option (right to buy)   (4) 03/01/2031 Common stock 100,000 $ 2.34 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
O'Malley Brendan M.
1330 AVENUE OF THE AMERICAS,
33RD FLOOR
NEW YORK, NY 10019		       SVP, General Counsel  

Signatures

/s/ Brendan O'Malley 09/22/2021
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Includes 130,113 shares of unvested restricted stock, which will vest on various dates between September 30, 2021 and March 1, 2025.
(2) The options vest 25% on May 31, 2020, and in 36 equal monthly installments thereafter.
(3) The options vest 25% on March 16, 2021, and in 36 equal monthly installments thereafter.
(4) The options vest 25% on March 1, 2022, and in 36 equal monthly installments thereafter.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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