Exhibit 3.1

Certificate of Amendment
to
Restated Certificate of Incorporation
of
Abeona Therapeutics Inc.

Abeona Therapeutics Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that:

“Effective on July 1, 2022, at 4:00 p.m. Eastern Time (the “Effective Time”), each twenty-five (25) shares of the Corporation’s Common Stock, par value $0.01 per share (“Common Stock”), then issued and outstanding or held by the Corporation in treasury stock immediately prior to the Effective Time shall automatically be combined, reclassified and changed into one (1) validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof, subject to the treatment of fractional interests as described below. Notwithstanding the immediately preceding sentence, no fractional shares will be issued in connection with the combination effected by the preceding sentence. Stockholders of record who otherwise would be entitled to receive fractional shares in connection with such combination will instead be entitled to receive, in lieu of such fractional shares, an amount in cash equal to the fraction to which the stockholder would otherwise be entitled multiplied by the closing price of our Common Stock on the Nasdaq Capital Markets on the date on which the Effective Time occurs.”

IN WITNESS WHEREOF, Abeona Therapeutics Inc. has caused this Certificate of Amendment to the Restated Certificate of Incorporation to be signed by its duly authorized officer on this 30th day of June, 2022.