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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

(Mark one)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2023

 

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from             to            

 

Commission file number 001-15771

 

ABEONA THERAPEUTICS INC.

(Exact name of registrant as specified in its charter)

 

Delaware   83-0221517
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer I.D. No.)

 

6555 Carnegie Avenue, 4thFloor

Cleveland, OH 44103

(Address of principal executive offices, zip code)

 

(646) 813-4701

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.01 par value   ABEO   Nasdaq Capital Market

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer Smaller reporting company
Emerging growth company  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

The number of shares outstanding of the registrant’s common stock as of August 1, 2023 was 24,755,873 shares.

 

 

 

   
 

 

ABEONA THERAPEUTICS INC.

Form 10-Q

For the Quarter Ended June 30, 2023

 

INDEX

 

      Page No.
PART I - FINANCIAL INFORMATION  
       
Item 1.   Financial Statements: 3
       
    Condensed Consolidated Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022 3
       
    Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2023 and 2022 4
       
    Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2023 and 2022 5
       
    Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022 7
       
    Notes to Unaudited Condensed Consolidated Financial Statements 8
       
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations 20
       
Item 3.   Quantitative and Qualitative Disclosures About Market Risk 27
       
Item 4.   Controls and Procedures 27
       
PART II - OTHER INFORMATION  
       
Item 1.   Legal Proceedings 28
       
Item 1A.   Risk Factors 28
       
Item 2.   Unregistered Sale of Equity Securities and Use of Proceeds 28
       
Item 5.   Other information 28
       
Item 6.   Exhibits 29
       
SIGNATURES 30

 

1
 

 

FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q contains statements that express management’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “could,” “would,” “seeks,” “estimates,” and variations of such words and similar expressions, and the negatives thereof, are intended to identify such forward-looking statements. Such “forward-looking statements” speak only as of the date made and are not guarantees of future performance and involve certain risks, uncertainties, estimates, and assumptions by management that are difficult to predict. Various factors, some of which are beyond the Company’s control, could cause actual results to differ materially from those expressed in, or implied by, such forward-looking statements. In addition, we disclaim any obligation to update any forward-looking statements to reflect events or circumstances after the date of this report, except as may otherwise be required by the federal securities laws.

 

Forward-looking statements necessarily involve risks and uncertainties, and our actual results could differ materially from those anticipated in forward-looking statements due to a number of factors. These statements include statements about: our plans to submit a Biologics License Application for EB-101 and the timing thereof; our plans to continue development of AAV-based gene therapies designed to treat ophthalmic and other diseases and next-generation AAV-based gene therapies; the achievement of or expected timing, progress and results of clinical development, clinical trials and potential regulatory approvals; our pipeline of product candidates; our belief that EB-101 could potentially benefit patients with RDEB; development of our novel AAV-based gene therapy platform technology; our belief in the adequacy of the clinical trial data from our VIITAL™ clinical trial, together with the data generated in the program to date, to support regulatory approvals; our dependence upon our third-party and related-party customers and vendors and their compliance with regulatory bodies; our estimates regarding expenses, future revenues, capital requirements, and needs for additional financing; our intellectual property position and our ability to obtain, maintain and enforce intellectual property protection and exclusivity for our proprietary assets; our estimates regarding the size of the potential markets for our product candidates, the strength of our commercialization strategies and our ability to serve and supply those markets; and future economic conditions or performance.

 

Important factors that could affect performance and cause results to differ materially from management’s expectations are described in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2022, as updated from time to time in the Company’s SEC filings, including this Quarterly Report on Form 10-Q. These factors include: our ability to successfully submit a Biologics License Application for EB-101 and the outcome thereof; our ability to find a potential commercialization partner for EB-101; our ability to access our existing at-the-market sale agreement; our ability to access additional financial resources and/or our financial flexibility to reduce operating expenses if required; our ability to obtain additional equity funding from current or new stockholders; the potential impacts of global healthcare emergencies, such as pandemics, on our business, operations, and financial condition; our ability to out-license technology and/or other assets, deferring and/or eliminating planned expenditures, restructuring operations and/or reducing headcount, and sales of assets; the dilutive effect that raising additional funds by selling additional equity securities would have on the relative equity ownership of our existing investors, including under our existing at-the-market sale agreement; the outcome of any interactions with the U.S. Food and Drug Administration (“FDA”) or other regulatory agencies relating to any of our products or product candidates; our ability to continue to secure and maintain regulatory designations for our product candidates; our ability to develop manufacturing capabilities compliant with current good manufacturing practices for our product candidates; our ability to manufacture cell and gene therapy products and produce an adequate product supply to support clinical trials and potentially future commercialization; the rate and degree of market acceptance of our product candidates for any indication once approved; and our ability to meet our obligations contained in license agreements to which we are party.

 

2
 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

Abeona Therapeutics Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

($ in thousands, except share and per share amounts)

 

   June 30, 2023   December 31, 2022 
   (Unaudited)     
ASSETS          
Current assets:          
Cash and cash equivalents  $6,225   $14,217 
Short-term investments   30,547    37,932 
Restricted cash   338    338 
Accounts receivable   3,500     
Other receivables   2,227    188 
Prepaid expenses and other current assets   1,201    424 
Total current assets   44,038    53,099 
Property and equipment, net   4,489    5,741 
Right-of-use lease assets   4,915    5,331 
Other assets   108    43 
Total assets  $53,550   $64,214 
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities:          
Accounts payable  $3,477   $1,811 
Accrued expenses   4,161    3,991 
Current portion of lease liability   1,597    1,773 
Other current liabilities   205    204 
Total current liabilities   9,440    7,779 
Payable to licensor   4,367    4,163 
Long-term lease liabilities   4,377    5,854 
Warrant liabilities   26,021    19,657 
Total liabilities   44,205    37,453 
Commitments and contingencies          
Stockholders’ equity:          
Preferred stock - $0.01 par value; authorized 2,000,000 shares; No shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively        
Common stock - $0.01 par value; authorized 200,000,000 shares; 21,478,157 and 17,719,720 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively   215    177 
Additional paid-in capital   730,322    722,049 
Accumulated deficit   (721,097)   (695,336)
Accumulated other comprehensive loss   (95)   (129)
Total stockholders’ equity   9,345    26,761 
Total liabilities and stockholders’ equity  $53,550   $64,214 

 

The accompanying notes are an integral part of these unaudited condensed consolidated statements.

 

3
 

 

Abeona Therapeutics Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Loss

($ in thousands, except share and per share amounts)

(Unaudited)

 

   2023   2022   2023   2022 
  

For the three months ended June 30,

  

For the six months ended June 30,

 
   2023   2022   2023   2022 
                 
Revenues:                    
License and other revenues  $3,500   $1,000   $3,500   $1,346 
                     
Expenses:                    
Royalties   1,575    350    1,575    350 
Research and development   8,523    6,658    16,564    17,203 
General and administrative   5,021    3,460    9,018    7,684 
Impairment of licensed technology               1,355 
Loss/(gain) on right-of-use lease assets   (1,065)       (1,065)   1,561 
Impairment of construction-in-progress       (1,460)       1,792 
Total expenses   14,054    9,008    26,092    29,945 
                     
Loss from operations   (10,554)   (8,008)   (22,592)   (28,599)
                     
Interest income   417    31    781    38 
Interest expense   (103)   (200)   (204)   (401)
Change in fair value of warrant liabilities   (8,629)   4,198    (6,364)   2,945 
Other income (expense)   2,215    (118)   2,618    (124)
Net loss  $(16,654)  $(4,097)  $(25,761)  $(26,141)
Deemed dividends related to Series A and Series B Convertible Redeemable Preferred Stock       (3,782)       (3,782)
Net loss attributable to Common Shareholders  $(16,654)  $(7,879)  $(25,761)  $(29,923)
                     
Basic and diluted loss per common share  $(0.92)  $(1.36)  $(1.48)  $(5.16)
                     
Weighted average number of common shares outstanding – basic and diluted   18,017,874    5,806,473    17,464,026    5,800,822 
                     
Other comprehensive income (loss):                    
Change in unrealized gains (losses) related to available-for-sale debt securities   (30)   (4)   34    (7)
Comprehensive loss  $(16,684)  $(7,883)  $(25,727)  $(29,930)

 

The accompanying notes are an integral part of these unaudited condensed consolidated statements.

 

4
 

 

Abeona Therapeutics Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

($ in thousands, except share amounts)

(Unaudited)

 

       Shares   Amount   Capital   Deficit   Loss   Equity 
Three months ended June 30, 2023
                       Accumulated     
               Additional       Other   Total 
       Common Stock   Paid-in   Accumulated   Comprehensive   Stockholders’ 
       Shares   Amount   Capital   Deficit   Loss   Equity 
                             
Balance at March 31, 2023- -    17,929,344   $179   $723,069   $(704,443)  $(65)  $18,740 
Stock-based compensation expense               927            927 
Issuance of common stock in connection with restricted share awards, net of cancellations and shares settled for tax withholding settlement       1,657,052    17    (22)           (5)
Issuance of common stock, net of offering costs under open market sale agreement (ATM)       1,891,761    19    6,348            6,367 
Net loss- -                (16,654)       (16,654)
Other comprehensive loss                       (30)   (30)
Balance at June 30, 2023- -    21,478,157   $215   $730,322   $(721,097)  $(95)  $9,345 

 

Six months ended June 30, 2023
                       Accumulated     
               Additional       Other   Total 
       Common Stock   Paid-in   Accumulated   Comprehensive   Stockholders’ 
       Shares   Amount   Capital   Deficit   Loss   Equity 
                             
Balance at December 31, 2022- -    17,719,720   $177   $722,049   $(695,336)  $(129)  $26,761 
Stock-based compensation expense               1,697            1,697 
Issuance of common stock in connection with restricted share awards, net of cancellations and shares settled for tax withholding settlement       1,768,116    18    (27)           (9)
Issuance of common stock, net of offering costs under open market sale agreement (ATM)       1,990,321    20    6,603            6,623 
Net loss- -                (25,761)       (25,761)
Other comprehensive income                       34    34 
Balance at June 30, 2023- -    21,478,157   $215   $730,322   $(721,097)  $(95)  $9,345 

 

The accompanying notes are an integral part of these unaudited condensed consolidated statements.

 

5
 

 

Abeona Therapeutics Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity (Continued)

($ in thousands, except share amounts)

(Unaudited)

 

   Shares   Amount   Shares   Amount   Shares   Amount   Capital   Deficit   Loss   Equity 
Three months ended June 30, 2022
                                        
   Convertible Redeemable
Preferred Stock
           Additional      

Accumulated

Other

   Total 
   Series A   Series B   Common Stock   Paid-in   Accumulated   Comprehensive   Stockholders’ 
   Shares   Amount   Shares   Amount   Shares   Amount   Capital   Deficit   Loss   Equity 
                                         
Balance at March 31, 2022      $       $    5,883,196   $1,471   $697,426   $(677,684)  $(30)  $21,183 
Stock-based compensation expense                           724            724 
Issuance of common stock in connection with restricted share awards, net of cancellations                   (12,821)   (4)   4             
Issuance of Series A and Series B Convertible Redeemable Preferred Stock   1,000,006    17,974    250,005    4,494                         
Deemed dividends related to Series A and Series B Convertible Redeemable Preferred Stock       3,026        756            (3,782)           (3,782)
Redemption of Series A and Series B Convertible Redeemable Preferred Stock   (1,000,006)   (21,000)   (250,005)   (5,250)                        
Net loss                               (4,097)                  (4,097)
Other comprehensive loss                                   (4)   (4)
Balance at June 30, 2022      $       $    5,870,375   $1,467   $694,372   $(681,781)  $(34)  $14,024 

 

Six months ended June 30, 2022
                            
   Convertible Redeemable
Preferred Stock
           Additional      

Accumulated

Other

   Total 
   Series A   Series B   Common Stock   Paid-in   Accumulated   Comprehensive   Stockholders’ 
   Shares   Amount   Shares   Amount   Shares   Amount   Capital   Deficit   Loss   Equity 
                                         
Balance at December 31, 2021      $       $    5,888,217   $1,472   $696,563   $(655,640)  $(27)  $42,368 
Stock-based compensation expense                           1,586            1,586 
Issuance of common stock in connection with restricted share awards, net of cancellations                   (17,842)   (5)   5             
Issuance of Series A and Series B Convertible Redeemable Preferred Stock   1,000,006    17,974    250,005    4,494                         
Deemed dividends related to Series A and Series B Convertible Redeemable Preferred Stock       3,026        756            (3,782)           (3,782)
Redemption of Series A and Series B Convertible Redeemable Preferred Stock   (1,000,006)   (21,000)   (250,005)   (5,250)                                    
Net loss                               (26,141)       (26,141)
Other comprehensive loss                                   (7)   (7)
Balance at June 30, 2022      $       $    5,870,375   $1,467   $694,372   $(681,781)  $(34)  $14,024 

 

The accompanying notes are an integral part of these unaudited condensed consolidated statements.

 

6
 

 

Abeona Therapeutics Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

($ in thousands)

(Unaudited)

 

   2023   2022 
   For the six months ended June 30, 
   2023   2022 
         
Cash flows from operating activities:          
Net loss  $(25,761)  $(26,141)
Adjustments to reconcile net loss to cash used in operating activities:          
Depreciation and amortization   1,276    1,584 
Stock-based compensation expense   1,697    1,586 
Change in fair value of warrant liabilities   6,364    (2,945)
Non-cash impairment of licensed technology       1,355 
Non-cash loss/(gain) of right-of-use lease assets   (1,065)   1,561 
Non-cash impairment of construction-in-progress       1,792 
Accretion and interest on short-term investments   (74)   (177)
Amortization of right-of-use lease assets   450    899 
Non-cash interest   204    402 
Loss on disposal of property and equipment   47    106 
Change in operating assets and liabilities:          
Accounts receivable   (3,500)   2,000 
Other receivables   (2,039)   (1,827)
Prepaid expenses and other current assets   (777)   937 
Other assets   (65)   148 
Accounts payable, accrued expenses and lease liabilities   1,214    (3,684)
Other current liabilities   1     
Change in payable to licensor       (296)
Net cash used in operating activities   (22,028)   (22,700)
           
Cash flows from investing activities:          
Capital expenditures   (250)   (103)
Proceeds from disposal of property and equipment   179    1,487 
Purchases of short-term investments   (14,156)   (34,442)
Proceeds from maturities of short-term investments   21,649    32,735 
Net cash provided by (used in) investing activities   7,422    (323)
           
Cash flows from financing activities:          
Proceeds from ATM sales of common stock, net of issuance costs   6,623     
Proceeds from net settlement of restricted share awards   (9)    
Proceeds from issuance of Series A and Series B Convertible Redeemable Preferred Stock, net of issuance costs       22,468 
Redemption of Series A and Series B Convertible Redeemable Preferred Stock       (26,250)
Net cash provided by (used in) financing activities   6,614    (3,782)
           
Net decrease in cash, cash equivalents and restricted cash   (7,992)   (26,805)
Cash, cash equivalents and restricted cash at beginning of period   14,555    38,829 
Cash, cash equivalents and restricted cash at end of period  $6,563   $12,024 
           
Supplemental cash flow information:          
Cash and cash equivalents  $6,225   $6,133 
Restricted cash   338    5,891 
Total cash, cash equivalents and restricted cash  $6,563   $12,024 
           
Supplemental non-cash flow information:          
Right-of-use asset obtained in exchange for new operating lease liabilities  $419   $ 

 

The accompanying notes are an integral part of these unaudited condensed consolidated statements.

 

7
 

 

ABEONA THERAPEUTICS INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

 

NOTE 1 – NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

 

Background

 

Abeona Therapeutics Inc. (together with the Company’s subsidiaries, “Abeona” or the “Company”), a Delaware corporation, is a clinical-stage biopharmaceutical company developing cell and gene therapies for life-threatening diseases. The Company’s lead clinical program is EB-101, an autologous, engineered cell therapy currently in development for recessive dystrophic epidermolysis bullosa (“RDEB”). The Company’s development portfolio also features adeno-associated virus (“AAV”)-based gene therapies designed to treat highly unmet, medically needed ophthalmic diseases using the novel AIM™ capsid platform that the Company has exclusively licensed from the University of North Carolina at Chapel Hill, and internal AAV vector research programs.

 

Basis of Presentation

 

The Company’s unaudited interim condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, except as otherwise disclosed, necessary for the fair presentation of the financial position, results of operations, and changes in financial position for such periods, have been made. These unaudited interim condensed consolidated financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period. Certain information that is normally required by U.S. GAAP has been condensed or omitted in accordance with rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The December 31, 2022 condensed consolidated balance sheet was derived from the audited statements, but does not include all disclosures required by U.S. GAAP.

 

Therefore, these unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K/A for the year ended December 31, 2022, which was filed with the SEC on April 10, 2023.

 

Reverse Stock Split

 

As described in Note 1 to the consolidated financial statements included in the Company’s 2022 Annual Report on Form 10-K/A, on June 30, 2022, the Company filed a Certificate of Amendment to the Company’s Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Certificate of Amendment”), to effectuate a reverse stock split of the Company’s outstanding common stock, par value $0.01 per share (“Common Stock”), at an exchange ratio of 25-to-1 (the “Reverse Stock Split”). The Reverse Stock Split was effective on July 1, 2022. The number of authorized shares of Common Stock immediately after the Reverse Stock Split (“New Common Stock”) remained at 200,000,000 shares. All share and per share information has been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented, unless otherwise indicated.

 

Uses and Sources of Liquidity

 

The unaudited interim condensed consolidated financial statements have been prepared on the going concern basis, which assumes the Company will have sufficient cash to pay its operating expenses, as and when they become payable, for a period of at least 12 months from the date the financial report is issued.

 

As of June 30, 2023, the Company had cash, cash equivalents, restricted cash and short-term investments of $37.1 million. For the six months ended June 30, 2023, the Company had cash outflows from operations of $22.0 million. The Company has not generated significant revenues and has not achieved profitable operations. There is no assurance that profitable operations will ever be achieved, and, if achieved, could be sustained on a continuing basis. In addition, development activities, clinical and nonclinical testing, and commercialization of the Company’s product candidates will require significant additional financing.

 

8
 

 

The Company is subject to a number of risks similar to other life science companies, including, but not limited to, risks related to the successful discovery and development of product candidates, obtaining the necessary regulatory approval to market the Company’s product candidates, raising additional capital to continue to fund the Company’s operations, development of competing drugs and therapies and protection of proprietary technology. As a result of these and other risks and the related uncertainties, there can be no assurance of the Company’s future success.

 

Subsequent to June 30, 2023, as described in Note 12, the Company raised $25.0 million, with net proceeds of $23.0 million, after offering costs through the issuance of common stock and warrants.

 

The Company believes that its current cash and cash equivalents, restricted cash and short-term investments are sufficient resources to fund operations through at least the next 12 months from the date of this quarterly report on Form 10-Q. The Company may need to secure additional funding to carry out all of its planned research and development and commercialization activities. If the Company is unable to obtain additional financing or generate license or product revenue, the lack of liquidity and sufficient capital resources could have a material adverse effect on its future prospects.

 

Use of Estimates

 

The preparation of unaudited interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and disclosure of contingent assets and liabilities at the date of the unaudited interim condensed consolidated financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from these estimates and assumptions.

 

Other receivables

 

Other receivables include employee retention credits (“ERC”), sublease rent receivables and other miscellaneous receivables. As of June 30, 2023 and December 31, 2022, the Company had ERC receivables of $2.1 million and nil, respectively.

 

Summary of Significant Accounting Policies

 

There have been no new, anticipated or material changes to the significant accounting policies disclosed in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2022.

 

Correction of Error

 

During the fourth quarter of 2022, the Company identified errors in the accounting for certain common stock warrants that were issued in 2021. The common stock warrants were not indexed to the Company’s own stock and therefore should have been classified as liabilities at their estimated fair value instead of additional paid-in capital. Although the errors were immaterial to prior periods, the 2021 financial statements were restated in accordance with Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements”, due to the significance of the out-of-period correction to the 2021 period. There was no impact to the Company’s consolidated statements of operations and comprehensive loss for 2021. The correction of the error resulted in the Company adjusting its quarterly information presented for the three and six months ended June 30, 2022. The matter was correctly presented in the fiscal year end December 31, 2022 consolidated financial statements included in the Company’s 2022 Annual Report on Form 10-K/A.

 

The following tables present the effects of the correction of the prior period error to the condensed consolidated statement of operations and comprehensive loss (in thousands, except for per share data):

             
   For the three months ended June 30, 2022 
Condensed Consolidated Statement of Operations and Comprehensive Loss  As Reported   Adjustment   As Revised 
             
Change in fair value of warrant liabilities  $   $4,198   $4,198 
Net loss  $(8,295)  $4,198   $(4,097)
Net loss attributable to Common Shareholders  $(12,077)  $4,198   $(7,879)
Basic and diluted loss per common share  $(2.08)  $0.72   $(1.36)
Comprehensive loss  $(12,081)  $4,198   $(7,883)

 

9
 

 

             
   For the six months ended June 30, 2022 
Condensed Consolidated Statement of Operations and Comprehensive Loss  As Reported   Adjustment   As Revised 
             
Change in fair value of warrant liabilities  $   $2,945   $2,945 
Net loss  $(29,086)  $2,945   $(26,141)
Net loss attributable to Common Shareholders  $(32,868)  $2,945   $(29,923)
Basic and diluted loss per common share  $(5.67)  $0.51   $(5.16)
Comprehensive loss  $(32,875)  $2,945   $(29,930)

 

The following tables present the effects of the correction of the prior period error to the condensed consolidated cash flow statement (in thousands):

 

   For the six months ended June 30, 2022 
Condensed Consolidated Cash Flow Statement  As Reported   Adjustment   As Revised 
             
Net loss  $(29,086)  $2,945   $(26,141)
Adjustments to reconcile net loss to cash used in operating activities:               
Change in fair value of warrant liabilities  $   $(2,945)  $(2,945)
Net cash provided by operating activities  $(22,700)  $   $(22,700)

 

The following tables present the effects of the correction of the prior period error to the condensed consolidated statement of stockholders’ equity (in thousands):

 

   As of June 30, 2022 
Condensed Consolidated Statement of Stockholders’ Equity  As Reported   Adjustment   As Revised 
             
Additional paid-in capital, December 31, 2021  $705,570   $(9,007)  $696,563 
Total stockholders’ equity, December 31, 2021  $51,375   $(9,007)  $42,368 
Additional paid-in capital, March 31, 2022  $706,433   $(9,007)  $697,426 
Additional paid-in capital, March 31, 2022  $31,443   $(10,260)  $21,183 
Net loss  $(29,086)  $2,945   $(26,141)
Additional paid-in capital, June 30, 2022  $703,379   $(9,007)  $694,372 
Total stockholders’ equity, June 30, 2022  $20,086   $(6,062)  $14,024 

 

Net Loss Per Share

 

Basic and diluted net loss per share is computed by dividing net loss attributable to common shareholders by the weighted-average number of shares of common stock. The Company does not include the potential impact of dilutive securities in diluted net loss per share, as the impact of these items is anti-dilutive. Potential dilutive securities result from outstanding restricted stock, stock options, and stock purchase warrants.

 

The following table sets forth the potential securities that could potentially dilute basic income/(loss) per share in the future that were not included in the computation of diluted net loss per share because to do so would have been anti-dilutive for the periods presented:

 

  

For the three and six months ended June 30,

 
   2023   2022 
         
Stock options   230,723    265,411 
Restricted stock   2,566,303    61,108 
Warrants   9,397,879    1,788,000 
Total   12,194,905    2,114,519 

 

New Accounting Pronouncements

 

No new accounting pronouncement issued or effective had, or is expected to have, a material impact on the Company’s condensed consolidated financial statements.

 

10
 

 

NOTE 2 – SHORT-TERM INVESTMENTS

 

The following table provides a summary of the short-term investments (in thousands):

 

   June 30, 2023 
   Amortized Cost   Gross
Unrealized Gain
   Gross
Unrealized Loss
   Fair Value 
                 
Available-for-sale, short-term investments:                    
U.S. treasury and federal agency securities  $30,613        (66)  $30,547 
Total available-for-sale, short-term investments  $30,613        (66)  $30,547 

 

   December 31, 2022 
   Amortized Cost   Gross
Unrealized Gain
   Gross
Unrealized Loss
   Fair Value 
                 
Available-for-sale, short-term investments:                    
U.S. treasury and federal agency securities  $38,032        (100)  $37,932 
Total available-for-sale, short-term investments  $38,032        (100)  $37,932 

 

As of June 30, 2023, the available-for-sale securities classified as short-term investments mature in one year or less. Unrealized losses on available-for-sale securities as of June 30, 2023, were not significant and were primarily due to changes in interest rates, including market credit spreads, and not due to increased credit risks associated with specific securities. None of the short-term investments have been in a continuous unrealized loss position for more than 12 months. Accordingly, no other-than-temporary impairment was recorded for the three and six months ended June 30, 2023.

 

There were no significant realized gains or losses recognized on the sale or maturity of available-for-sale investments for the three and six months ended June 30, 2023 or 2022.

 

NOTE 3 – PROPERTY AND EQUIPMENT, NET

 

Property and equipment are stated at cost and depreciated or amortized using the straight-line method based on useful lives as follows (in thousands):

 

 

   Useful lives (years)  June 30, 2023   December 31, 2022 
            
Laboratory equipment  5  $7,276   $7,636 
Furniture, software and office equipment  3 to 5   991    1,379 
Leasehold improvements  Shorter of remaining lease term or useful life   8,603    8,605 
Subtotal      16,870    17,620 
Less: accumulated depreciation      (12,381)   (11,879)
Total property and equipment, net     $4,489   $5,741 

 

Depreciation expense was $0.6 million and $0.8 million for the three months ended June 30, 2023 and 2022, respectively, and $1.3 million and $1.6 million for the six months ended June 30, 2023 and 2022, respectively.

 

On March 31, 2022, the Company announced that it was pursuing a strategic partner to take over development activities of ABO-102 and that it was discontinuing development of ABO-101. As a result, the Company determined the construction-in-progress that was dedicated to the ABO-101 and ABO-102 programs had no future value, and thus recorded an impairment charge of $1.8 million for the six months ended June 30, 2022.

 

11
 

 

NOTE 4 – LICENSED TECHNOLOGY

 

On May 15, 2015, we acquired Abeona Therapeutics LLC, which had an exclusive license through Nationwide Children’s Hospital to the AB-101 and AB-102 patent portfolios for developing treatments for patients with Sanfilippo Syndrome Type A and Type B. The license is amortized to expense over the life of the license of 20 years. On March 31, 2022, the Company announced that it was pursuing a strategic partner to take over development activities of ABO-102 and that it was discontinuing development of ABO-101. As a result of this shift in priorities, the Company determined the remaining value of the licensed technology had no future value and thus, recorded an impairment charge of $1.4 million for the six months ended June 30, 2022. There is no remaining net value of licensed technology as of June 30, 2023 and December 31, 2022.

 

Amortization expense on licensed technology was nil and $29,000 for the six months ended June 30, 2023 and 2022, respectively. There was no amortization expense for the three months ended June 30, 2023 or 2022.

 

NOTE 5 – FAIR VALUE MEASUREMENTS

 

The Company calculates the fair value of the Company’s assets and liabilities that qualify as financial instruments and includes additional information in the notes to the consolidated financial statements when the fair value is different than the carrying value of these financial instruments. The estimated fair value of other receivables, prepaid expenses and other current assets, other assets, accounts payable, accrued expenses, and payables to licensor approximate their carrying amounts due to the relatively short maturity of these instruments.

 

U.S. GAAP defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. This guidance establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

 

  Level 1 – Quoted prices in active markets for identical assets or liabilities.
     
  Level 2 – Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
     
  Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar valuation techniques that use significant unobservable inputs.

 

The Company has segregated all financial assets and liabilities that are measured at fair value on a recurring basis (at least annually) into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the table below.

 

The following table provides a summary of financial assets measured at fair value on a recurring and non-recurring basis as of June 30, 2023 and December 31, 2022 (in thousands):

 

Description 

Fair Value at

June 30, 2023

   Level 1   Level 2   Level 3 
                 
Recurring Assets                    
Cash equivalents                    
Money market fund  $5,678   $5,678   $   $ 
Short-term investments                    
U.S. treasury and federal agency securities   30,547        30,547     
Total assets measured at fair value  $36,225   $5,678   $30,547   $ 
                     
Liabilities                    
Warrant liabilities  $26,021           $26,021 
Total liabilities measured at fair value  $26,021   $   $   $26,021 

 

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Description 

Fair Value at

December 31, 2022

   Level 1   Level 2   Level 3 
                 
Recurring Assets:                    
Cash equivalents                    
Money market fund  $12,923   $12,923   $   $ 
Short-term investments                    
U.S. treasury and federal agency securities   37,932        37,932     
Total assets measured at fair value  $50,855   $12,923   $37,932   $ 
                     
Liabilities                    
Warrant liabilities  $19,657           $19,657 
Total liabilities measured at fair value  $19,657   $   $   $19,657 

 

Warrant Liabilities

 

The warrant liabilities are valued using significant inputs not observable in the market. Accordingly, the warrant liability is measured at fair value on a recurring basis using unobservable inputs and are classified as Level 3 inputs within the fair value hierarchy. Fair value measurements categorized within Level 3 are sensitive to changes in the assumptions or methodology used to determine fair value and such changes could result in a significant increase or decrease in the fair value. The Company’s valuation of the common stock warrants utilized the Black-Scholes option-pricing model, which incorporated assumptions and estimates to value the common stock warrants. The Company assessed these assumptions and estimates at the end of each reporting period. Assumptions used to estimate the fair value of the warrants in the Black-Scholes option-pricing model are as follows:

 

   June 30, 2023   December 31, 2022 
         
Common share price   $4.03    $3.08 
Expected term (years)   3.474.35    3.96 4.84 
Risk-free interest rate (%)   4.13% – 4.28%    3.91% – 4.01% 
Volatility (%)   100.00% – 105.04%    102.40% – 107.55% 

 

As of June 30, 2023, the Company had outstanding warrant liabilities related to the 2022 private placement that allow the holders to purchase 7,609,879 shares of common stock at an exercise price of $4.75 per share. The expiration date for these warrant liabilities is November 2027. As of June 30, 2023 and December 31, 2022, the Company had outstanding warrant liabilities related to the 2021 public offering that allow the holders to purchase 1,788,000 shares of common stock at an exercise price of $9.75 per share. The expiration date for these warrant liabilities is December 2026.

 

The following table provides a summary of the activity on the warrant liabilities (in thousands):

 

      
Warrant liabilities as of December 31, 2022  $19,657 
Loss recognized in earnings from change in fair value   6,364 
Warrant liabilities as of June 30, 2023  $26,021 

 

NOTE 6 – SETTLEMENT LIABILITY

 

On November 12, 2021, the Company entered into a settlement agreement (“Settlement Agreement”) with the Company’s prior licensor REGENXBIO Inc. (“REGENXBIO”) to resolve all existing disputes between the parties. In accordance with the Settlement Agreement, the Company agreed to pay REGENXBIO a total of $30.0 million, payable as follows: (1) $20.0 million paid in November 2021 after execution of the Settlement Agreement, (2) $5.0 million on the first anniversary of the effective date of the Settlement Agreement, and (3) $5.0 million upon the earlier of (i) the third anniversary of the effective date of the Settlement Agreement or (ii) the closing of a Strategic Transaction, as defined in the Settlement Agreement.

 

13
 

 

As of June 30, 2023, the Company recorded the payable due to REGENXBIO in the condensed consolidated balance sheets based on the present value of the remaining payments due to REGENXBIO under the Settlement Agreement using an interest rate of 9.6%. The long-term portion due in November 2024 was $4.4 million and $4.2 million as of June 30, 2023 and December 31, 2022, respectively.

 

NOTE 7 – ACCRUED EXPENSES

 

The following table provides a summary of the components of accrued expenses (in thousands):

 

   June 30, 2023   December 31, 2022 
         
Accrued employee compensation  $1,434   $2,593 
Accrued contracted services and other   2,727    1,398 
Total accrued expenses  $4,161   $3,991 

 

NOTE 8 – LEASES

 

The Company leases space under operating leases for administrative, manufacturing and laboratory facilities in Cleveland, Ohio. The Company also leases office space in New York, New York, that the Company sublets. The Company also leases certain office equipment under operating leases, which have a non-cancelable lease term of less than one year and, therefore, the Company has elected the practical expedient to exclude these short-term leases from the Company’s right-of-use assets and lease liabilities.

 

In June 2023, the Company terminated one of its operating leases for office space. The termination resulted in a gain of $1.1 million from the difference of the right-of-use assets and lease liabilities in the three and six months ended June 30, 2023 and is included in loss/(gain) on right-of-use lease assets in the condensed consolidated statement of operations and comprehensive loss.

 

On March 31, 2022, the Company announced that they were pursuing a strategic partner to take over development activities of ABO-102 and that the Company was discontinuing development of ABO-101. As a result of this shift in priorities, the Company determined the portion of the lease that was dedicated to the future facility for the ABO-101 and ABO-102 programs, had no future value and thus, the Company recorded an impairment charge of $1.6 million for the six months ended June 30, 2022.

 

The following table provides a summary of the components of lease costs and rent (in thousands):

 

   2023   2022   2023   2022 
  

For the three months ended June 30,

  

For the six months ended June 30,

 
   2023   2022   2023   2022 
                 
Operating lease cost  $353   $461   $708   $933 
Variable lease cost   116    116    215    212 
Short-term lease cost   13    20    31    41 
Total operating lease costs  $482   $597   $954   $1,186 

 

14
 

 

Future minimum lease payments and obligations, which do not include short-term leases, of the Company’s operating lease liabilities as of June 30, 2023 were as follows (in thousands):

 

Future minimum lease payments and obligations  Operating Leases 
      
2023, remainder  $799 
2024   993 
2025   1,552 
2026   791 
2027   807 
Thereafter   2,516 
Total undiscounted operating lease payments   7,458 
Less: imputed interest   1,484 
Present value of operating lease liabilities  $5,974 

 

The weighted-average remaining term of the Company’s operating leases was 68 months and the weighted-average discount rate used to measure the present value of the Company’s operating lease liabilities was 7.5% as of June 30, 2023.

 

Future cash receipts from the Company’s sublease agreements as of June 30, 2023 are as follows (in thousands):

 

   Operating 
Future cash receipts  Subleases 
      
2023, remainder  $270 
2024   634 
2025   485 
Total future cash receipts  $1,389 

 

NOTE 9 – EQUITY

 

Reverse Stock Split

 

Effective July 1, 2022, the Company’s stock underwent a 25:1 Reverse Stock Split. The number of authorized shares of Common Stock immediately after the Reverse Stock Split remained at 200,000,000 shares.

 

Public Offerings

 

On December 21, 2021, the Company closed an underwritten public offering of 1,788,000 post-split shares of common stock at a public offering price of $9.75 post-split per share and stock purchase warrants to purchase 1,788,000 post-split shares of common stock at an exercise price of $9.75 post-split. The net proceeds to the Company were approximately $16.0 million, after deducting $1.5 million of underwriting discounts and commissions and offering expenses payable by the Company. The net proceeds were allocated to the warrant liability as noted below with the remainder of $7.0 million recorded in common stock and additional paid-in capital. In the event of certain fundamental transactions involving the Company, the holders of the stock purchase warrants may require the Company to make a payment based on a Black-Scholes valuation, using specific inputs that are not considered indexed to the Company’s stock in accordance with ASC 815, Derivatives and Hedging (“ASC 815”). Therefore, the Company accounted for the stock purchase warrants as liabilities and were recorded at the closing date fair value of $9.0 million which was based on a Black-Scholes option pricing model. The remainder of the proceeds were allocated to common stock issued and recorded as a component of equity.

 

As of June 30, 2023, there were 1,788,000 post-split stock purchase warrants outstanding. These stock purchase warrants expire on December 21, 2026. During such time as each warrant is outstanding, the holder of the warrant is entitled to participate in any dividends or other distribution of assets to holders of shares of common stock. There was no warrant activity during the three or six months ended June 30, 2023.

 

15
 

 

Open Market Sale Agreement

 

On August 17, 2018, the Company entered into an open market sale agreement (as amended, the “ATM Agreement”) with Jefferies LLC (“Jefferies”) pursuant to which, the Company may sell from time to time, through Jefferies, shares of its common stock for an aggregate sales price of up to $150.0 million. Any sales of shares pursuant to this agreement are made under the Company’s effective “shelf” registration statement on Form S-3 that is on file with and has been declared effective by the SEC. The Company sold 1,990,321 shares of its common stock under the ATM Agreement resulting in net proceeds of $6.6 million during the six months ended June 30, 2023. There were no sales under the ATM Agreement during the three and six months ended June 30, 2022.

 

Private Placement Offerings

 

On November 3, 2022, the Company sold 7,065,946 shares of its common stock, and in lieu of shares of common stock, pre-funded warrants exercisable for 543,933 shares of common stock, and accompanying warrants to purchase 7,609,879 shares of its common stock to a group of new and existing institutional investors in a private placement. The offering price for each share of common stock and accompanying warrant was $4.60, and the offering price for each pre-funded warrant and accompanying warrant was $4.59, which equaled the offering price per share of the common stock and accompanying warrant, less the $0.01 per share exercise price of each pre-funded warrant. Each accompanying warrant represents the right to purchase one share of the Company’s common stock at an exercise price of $4.75 per share of common stock. The pre-funded warrants were exercised in December 2022 and converted to 543,933 shares of commons stock. Total shares sold and converted during the year ended December 31, 2022 were 7,609,879 for an aggregate purchase price of $35.0 million gross, or $32.6 million net of related costs of $1.5 million which was expensed to general and administrative expenses and $0.9 million which was recorded as a reduction to additional paid-in-capital. The net proceeds were allocated to the warrant liability as noted below with the remainder of $12.9 million and $0.1 million recorded in additional paid-in capital and common stock, respectively.

 

In the event of certain fundamental transactions involving the Company, the holders of the stock purchase warrants may require the Company to make a payment based on a Black-Scholes valuation, using specific inputs that are not considered indexed to the Company’s stock in accordance with ASC 815. Therefore, the Company accounted for the stock purchase warrants as liabilities. The stock purchase warrants were recorded at the closing date fair value of $22.0 million which was based on a Black-Scholes option pricing model. The remainder of the proceeds were allocated to common stock issued and recorded as a component of equity.

 

As of June 30, 2023, there were 7,609,879 warrants outstanding related to this private placement offering. The warrants expire on November 3, 2027. During such time as each warrant is outstanding, the holder of the warrant is entitled to participate in any dividends or other distribution of assets to holders of shares of common stock.

 

NOTE 10 – STOCK-BASED COMPENSATION

 

The Company previously granted stock options under its 2005 Equity Incentive Plan (the “2005 Incentive Plan”), under which no further grants can be made. In addition, prior to May 17, 2023, the Company had previously granted stock options and stock awards under the Abeona Therapeutics Inc. 2015 Equity Incentive Plan (the “2015 Incentive Plan”). As of May 17, 2023, no further grants can be made under the 2015 Incentive Plan. The Company now grants stock options and stock awards under the Abeona Therapeutics Inc. 2023 Equity Incentive Plan (the “2023 Incentive Plan”) which was approved by stockholders on May 17, 2023. As of June 30, 2023, there were 149,291 shares available to be granted under the 2023 Incentive Plan. In addition, in 2023, the Company’s board of directors approved various restricted stock awards to be granted to six new hires as inducement grants (“Inducement Grants”).

 

The following table summarizes stock-based compensation expense for the three and six months ended June 30, 2023 and 2022 (in thousands):

 

   2023   2022   2023   2022 
  

For the three months ended June 30,

  

For the six months ended June 30,

 
   2023   2022   2023   2022 
                     
Research and development  $218   $184   $404   $556 
General and administrative   709    540    1,293    1,030 
Total stock-based compensation expense  $927   $724   $1,697   $1,586 

 

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Stock Options

 

The Company estimates the fair value of each option award on the date of grant using the Black-Scholes option valuation model. The Company then recognize the grant date fair value of each option as compensation expense ratably using the straight-line attribution method over the service period (generally the vesting period). The Black-Scholes model incorporates the following assumptions:

 

  Expected volatility – the Company estimates the volatility of the share price at the date of grant using a “look-back” period which coincides with the expected term, defined below. The Company believes using a “look-back” period which coincides with the expected term is the most appropriate measure for determining expected volatility.
     
  Expected term – the Company estimates the expected term using the “simplified” method, as outlined in SEC Staff Accounting Bulletin No. 107, “Share-Based Payment.”
     
  Risk-free interest rate – the Company estimates the risk-free interest rate using the U.S. Treasury yield curve for periods equal to the expected term of the options in effect at the time of grant.
     
  Dividends – the Company uses an expected dividend yield of zero because the Company has not declared nor paid a cash dividend, nor are there any plans to declare a dividend.

 

The Company estimated the fair value of stock options granted in the periods presented utilizing a Black-Scholes option-valuation model utilizing the following assumptions:

 

   For the six months ended June 30, 
   2023*   2022 
         
Expected volatility   n/a    95.1% - 96.0% 
Expected term   n/a    6.07 - 6.08 years 
Risk-free interest rate   n/a    1.7% - 3.3% 
Expected dividend yield   n/a    0%

 

* the Company did not grant any stock options in the six months ended June 30, 2023.

 

The following table summarizes stock option activity for the 2015 Incentive Plan and the 2005 Incentive Plan during the six months ended June 30, 2023 (there were no stock options granted under the 2023 Incentive Plan during the six months ended June 30, 2023):

 

           Weighted Average     
       Weighted   Remaining   Aggregate 
   Number of   Average   Contractual Term   Intrinsic Value 
   Options   Exercise Price   (years)   (in thousands) 
                 
Outstanding at December 31, 2022   240,770   $37.04    6.42   $ 
Granted      $       $ 
Cancelled/forfeited   (10,047)  $36.19       $ 
Exercised      $       $ 
Outstanding at June 30, 2023   230,723   $37.08    5.82   $ 
Exercisable   169,637   $36.33    5.09   $ 
Unvested   61,086   $39.17    7.87   $ 

 

The aggregate intrinsic value of options is calculated as the difference between the exercise price of the underlying options and the fair value of the Company’s common stock for those options that had exercise prices lower than the fair value of the Company’s common stock. As of June 30, 2023, the total compensation cost related to non-vested option awards not yet recognized was approximately $2.0 million with a weighted average remaining vesting period of 1.7 years.

 

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Restricted Stock

 

The following table summarizes restricted stock award activity for the 2023 Incentive Plan, 2015 Incentive Plan and Inducement Grants during the six months ended June 30, 2023:

 

       Weighted Average 
       Grant Date Fair 
   Number of Awards   Value Per Unit 
         
Outstanding at December 31, 2022   816,958   $5.35 
Granted   1,817,559   $3.96 
Cancelled/forfeited   (46,394)  $4.40 
Vested   (21,820)  $28.34 
Outstanding at June 30, 2023   2,566,303   $4.18 

 

As of June 30, 2023, there was approximately $9.7 million of total unrecognized compensation expense related to unvested restricted stock awards, which is expected to be recognized over a weighted average vesting period of 2.5 years. The total fair value of restricted stock awards that vested during the six months ended June 30, 2023 was $0.6 million.

 

NOTE 11 – LICENSE/SUPPLIER AGREEMENT

 

Sublicense Agreement Relating to Rett Syndrome:

 

In October 2020, the Company entered into a sublicense agreement with Taysha Gene Therapies (“Taysha”) for a gene therapy for Rett syndrome and MECP2 gene constructs and regulation of their expression. The agreement grants Taysha worldwide exclusive rights to intellectual property developed by scientists at the University of North Carolina at Chapel Hill, the University of Edinburgh and the Company, and the Company’s know-how relating to the research, development, and manufacture of the gene therapy for Rett syndrome and MECP2 gene constructs and regulation of their expression.

 

The transaction price of the contract includes (i) $3.0 million of fixed consideration, (ii) up to $26.5 million of variable consideration in the form of event-based milestone payments, (iii) up to $30.0 million of variable consideration in the form of sales-based milestone payments, and (iv) other royalty-based payments based on net sales. The event-based milestone payments are based on certain development and regulatory events occurring. The Company evaluated whether the milestone conditions have been achieved and if it is probable that a significant revenue reversal would not occur before recognizing the associated revenue. The Company determined that these milestone payments are not within the Company’s control or the licensee’s control, such as regulatory approvals, and are not considered probable of being achieved until those approvals are received. Accordingly, the Company has fully constrained the $26.5 million of event-based milestone payments until such time that it is probable that a significant revenue reversal would not occur. The sales-based milestone payments and other royalty-based payments are based on a level of sales for which the license is deemed to be the predominant item to which the royalties relate. The Company will recognize revenue for these payments at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied or partially satisfied. To date, the Company has not recognized any sales-based or royalty revenue resulting from this licensing arrangement.

 

Under this arrangement, the Company recognized $3.5 million and $1.0 million in revenue during the three and six months ended June 30, 2023 and 2022, respectively based on event-based-milestone payments. As of June 30, 2023 and December 31, 2022, the Company had $3.5 million and nil in contract assets included in accounts receivable on the Company’s condensed consolidated balance sheet, respectively. As of June 30, 2023 and December 31, 2022, the Company had $1.6 million and nil in contract liabilities included in accounts payable on the Company’s condensed consolidated balance sheet, respectively, as a result of this transaction.

 

18
 

 

Ultragenyx License Agreement

 

On May 16, 2022, the Company and Ultragenyx Pharmaceutical Inc. (“Ultragenyx”) entered into an exclusive license agreement (the “License Agreement”) for AAV gene therapy ABO-102 for the treatment of Sanfilippo syndrome type A (MPS IIIA). Under the License Agreement, Ultragenyx assumed responsibility for the ABO-102 program from the Company, with the exclusive right to develop, manufacture, and commercialize ABO-102 worldwide. Also pursuant to the License Agreement, following regulatory approval, the Company is eligible to receive tiered royalties from mid-single-digit up to 10% on net sales and up to $30.0 million in commercial milestone payments. Both forms of consideration comprise the transaction price to which the Company expects to be entitled in exchange for transferring the related intellectual property and certain, contractually-specified, transition services to Ultragenyx. The sales-based royalty and milestone payments are subject to the royalty recognition constraint. As such, these fees are not recognized as revenue until the later of: (a) the occurrence of the subsequent sale, and (b) the performance obligation to which they relate has been satisfied.

 

Additionally, pursuant to the License Agreement, Ultragenyx will reimburse the Company for certain development and transition costs actually incurred by the Company. These costs are passed through to Ultragenyx without mark-up. The Company has determined that these costs are not incurred for the purpose of satisfying any performance obligation under the License Agreement. Accordingly, the reimbursement of these costs is recognized as a reduction of research and development costs. There were no amounts due to the Company from Ultragenyx under the License Agreement as of June 30, 2023 and December 31, 2022, respectively.

 

NOTE 12 – SUBSEQUENT EVENTS

 

On July 3, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain existing institutional investors relating to the issuance and sale of an aggregate of (a) 3,284,407 shares of the Company’s common stock (the “Shares”), and (b) pre-funded warrants to purchase 2,919,140 shares of the Company’s common stock (the “2023 Pre-Funded Warrants”) to certain of such investors (the “Offering”). On July 6, 2023, the Shares were sold to the investors at an offering price of $4.03 per share for $25.0 million with net proceeds of $23.0 million after offering costs. The 2023 Pre-Funded Warrants were sold to certain of the investors at an offering price of $4.0299 per 2023 Pre-Funded Warrant, which represents the per share offering price for the Company’s common stock less a $0.0001 per share exercise price for each such 2023 Pre-Funded Warrant. The 2023 Pre-Funded Warrants are immediately exercisable at a nominal exercise price of $0.0001 per share and may be exercised at any time until the 2023 Pre-Funded Warrants are exercised in full.

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

You should read the following discussion and analysis together with our unaudited condensed consolidated financial statements and accompanying notes included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements included in our Annual Report on Form 10-K/A for the year ended December 31, 2022 (the “Annual Report”). This discussion and analysis contains forward-looking statements, which involve risks and uncertainties. As a result of many factors, such as those described under “Forward-Looking Statements,” “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report, our actual results may differ materially from those anticipated in these forward-looking statements.

 

OVERVIEW

 

Abeona is a clinical-stage biopharmaceutical company developing cell and gene therapies for life-threatening diseases. Our lead clinical program is EB-101, a genetically engineered, autologous cell therapy, currently in development for recessive dystrophic epidermolysis bullosa (“RDEB”). We have announced positive data from the VIITAL™ study evaluating the efficacy, safety and tolerability of EB-101. The VIITAL™ study met its two co-primary efficacy endpoints demonstrating statistically significant, clinically meaningful improvements in wound healing and pain reduction in large chronic RDEB wounds. Based on the positive results, we intend to submit a Biologics License Application (“BLA”) for EB-101 to the U.S. Food and Drug Administration (“FDA”) in the third quarter of 2023.

 

Our development portfolio also features adeno-associated virus (“AAV”) based gene therapies designed to treat ophthalmic diseases using the novel AIM™ capsid platform that we have exclusively licensed from the University of North Carolina at Chapel Hill, and internal AAV vector research programs.

 

We have continued to prepare our current Good Manufacturing Practices (“cGMP”) commercial facility in Cleveland, Ohio for manufacturing EB-101 drug product to support our planned commercial launch of EB-101, if approved. EB-101 study drug product for all our VIITAL™ study participants has been manufactured at our Cleveland facility. As part of our commercial planning, we continue to engage with stakeholders across the healthcare system, including public and private payors, and healthcare providers to better understand market access and potential pricing for EB-101.

 

Preclinical Pipeline

 

Our preclinical programs are investigating the use of novel AAV capsids in AAV-based therapies for serious genetic eye diseases, including ABO-504 for Stargardt disease, ABO-503 for X-linked retinoschisis (“XLRS”) and ABO-505 for autosomal dominant optic atrophy (“ADOA”). We completed pre-Investigational New Drug Application (“IND”) meetings with the FDA regarding the preclinical development plans and regulatory requirements to support first-in-human trials. We plan to initiate IND-enabling preclinical studies in the second half of 2023.

 

Recent Developments

 

On July 6, 2023, we closed on a $25.0 million, with net proceeds of $23.0 million after offering costs, registered direct offering priced at-the market under Nasdaq rules to certain existing institutional investors. We sold 3,284,407 shares of our common stock (and, in lieu of common stock for certain investors, pre-funded warrants to purchase 2,919,140 shares of our common stock) at an offering price of $4.03 per share (or $4.0299 per pre-funded warrant, which represents the per share offering price for the common stock less the $0.0001 per share exercise price for each pre-funded warrant). The pre-funded warrants are immediately exercisable at a nominal exercise price of $0.0001 per share and may be exercised at any time until the pre-funded warrants are exercised in full.

 

In July 2023, we submitted the briefing package for the pre-BLA meeting with the FDA for our anticipated submission of EB-101 in the treatment of RDEB. The briefing package contains information regarding Chemistry, Manufacturing, and Controls (“CMC”) and clinical data. The pre-BLA meeting is scheduled for late-August 2023 and Abeona anticipates filing its EB-101 BLA in the third quarter of 2023 following a successful pre-BLA meeting with the FDA.

 

20
 

 

RESULTS OF OPERATIONS

 

Comparison of Three Months Ended June 30, 2023 and June 30, 2022

 

   For the three months ended   Change 
($ in thousands)  June 30, 2023   June 30, 2022   $   % 
                 
Revenues:                    
License and other revenues  $3,500   $1,000   $2,500    250%
                     
Expenses:                    
Royalties   1,575    350    1,225    350%
Research and development   8,523    6,658    1,865    28%
General and administrative   5,021    3,460    1,561    45%
Loss/(gain) on right-of-use lease assets   (1,065)       (1,065)   N/A 
Impairment of construction-in-progress       (1,460)   1,460    N/A 
Total expenses   14,054    9,008    5,046    56%
                     
Loss from operations   (10,554)   (8,008)   (2,546)   32%
                     
Interest income   417    31    386    1,245%
Interest expense   (103)   (200)   97    (49)%
Change in fair value of warrant liabilities   (8,629)   4,198    (12,827)   (306)%
Other income (expense)   2,215    (118)   2,333    (1,977)%
Net loss  $(16,654)  $(4,097)  $(12,557)   306%

 

N/A – not applicable or not meaningful

 

License and other revenues

 

License and other revenues for the three months ended June 30, 2023 was $3.5 million as compared to $1.0 million for the same period of 2022. The revenues in both periods result from clinical milestones achieved under a sublicense agreement we entered into with Taysha Gene Therapies (“Taysha”) in October 2020 relating to an investigational AAV-based gene therapy for Rett syndrome (“Rett”).

 

Royalties

 

Total royalties were $1.6 million for the three months ended June 30, 2023, as compared to $0.4 million for the same period of 2022, an increase of $1.2 million. The increase in expense was due to royalties owed to our licensors resulting from the milestones due from Taysha related to Rett.

 

Research and development

 

Research and development expenses include, but are not limited to, payroll and personnel expense, lab supplies, preclinical and development costs, clinical trial costs, manufacturing and manufacturing facility costs, costs associated with regulatory approvals, depreciation on lab supplies and manufacturing facilities, and consultant-related expenses.

 

Total research and development spending for the three months ended June 30, 2023 was $8.5 million, as compared to $6.7 million for the same period of 2022, an increase of $1.9 million. The increase in expenses was primarily due to:

 

  increased clinical and development work and related costs of $0.7 million associated with our planned BLA filing for EB-101;
  increased salary and related costs of $0.8 million; and
  increased other costs of $0.4 million.

 

21
 

 

We expect our research and development activities to continue as we work towards advancing our product candidates towards potential regulatory approval, reflecting costs associated with the following:

 

  employee and consultant-related expenses;
  preclinical and developmental costs;
  clinical trial costs;
  the cost of acquiring and manufacturing clinical trial materials; and
  costs associated with regulatory approvals.

 

General and administrative

 

General and administrative expenses primarily consist of payroll and personnel costs, office facility costs, public reporting company related costs, professional fees (e.g., legal expenses) and other general operating expenses not otherwise included in research and development expenses.

 

Total general and administrative expenses were $5.0 million for the three months ended June 30, 2023, as compared to $3.4 million for the same period of 2022, an increase of $1.6 million. The increase in expenses was primarily due to:

 

  increased salary and related costs of $1.1 million;
  increased non-cash stock-based compensation of $0.2 million;
  increased professional fees of $0.2 million; and
  increased other costs of $0.1 million.

 

Loss/(gain) on right-of-use lease assets

 

The gain on right-of-use lease assets was $1.1 million for the three months ended June 30, 2023, as compared to nil in the same period of 2022. At the end of June 2023, we terminated an operating lease for office space that we no longer use, resulting in a gain from the difference of the right-of-use lease assets and the lease liabilities.

 

Impairment of construction-in-progress

 

Construction-in-progress impairment charge was nil for the three months ended June 30, 2023, as compared to a reduction in the impairment charge of $1.5 million in the same period of 2022. The construction-in-progress was for a facility for the MPS IIIA and MPS IIIB development programs. As a result of our shift in priorities, we determined the remaining value of the construction-in-progress facility had no future value and thus, we recorded impairment of $3.3 million for the three months ended March 31, 2022. We subsequently received certain refunds pertaining to the planned facility build-out, which reduced the overall impairment charge by $1.5 million for the three months ended June 30, 2022.

 

Interest income

 

Interest income was $0.4 million for the three months ended June 30, 2023, as compared to $31,000 in the same period of 2022. The increase resulted from higher earnings on short-term investments driven by higher interest rates and increased short-term investment balances.

 

Interest expense

 

Interest expense was $0.1 million for the three months ended June 30, 2023, as compared to $0.2 million in the same period of 2022. The decrease results primarily from the $5.0 million settlement payment made in November 2022 of a disputed liability owed to our prior licensor, REGENXBIO, Inc.

 

Change in fair value of warrant liabilities

 

The change in fair value of warrant liabilities was a loss of $8.6 million for the three months ended June 30, 2023, as compared to a gain of $4.2 million for the same period in 2022.

 

We issued stock purchase warrants that are required to be classified as a liability and valued at fair market value at each reporting period. The change in the fair value of warrant liabilities was primarily due to the fluctuation in our stock price year over year and a shorter term.

 

22
 

 

Other income (expense)

 

Other income was $2.2 million for the three months ended June 30, 2023, as compared to other expense of $118,000 in the same period of 2022. The change was primarily a result of $2.1 million in other income related to the impact of the employee retention credit that we have submitted for 2020 and 2021.

 

Comparison of Six Months Ended June 30, 2023 and June 30, 2022

 

  For the six months ended   Change 
($ in thousands)  June 30, 2023   June 30, 2022   $   % 
                 
Revenues:                    
License and other revenues  $3,500   $1,346   $2,154    160%
                     
Expenses:                    
Royalties   1,575    350    1,225    350%
Research and development   16,564    17,203    (639)   (4)%
General and administrative   9,018    7,684    1,334    17%
Impairment of licensed technology       1,355    (1,355)   N/A 
Loss/(gain) on right-of-use lease assets   (1,065)   1,561    (2,626)   (168)%
Impairment of construction-in-progress       1,792    (1,792)   N/A 
Total expenses   26,092    29,945    (3,853)   (13)%
                     
Loss from operations   (22,592)   (28,599)   6,007    (21)%
                     
Interest income   781    38    743    1,955%
Interest expense   (204)   (401)   197    (49)%
Change in fair value of warrant liabilities   (6,364)   2,945    (9,309)   (316)%
Other income (expense)   2,618    (124)   2,742    (2,211)%
Net loss  $(25,761)  $(26,141)  $380    (1)%

 

N/A – not applicable or not meaningful

 

License and other revenues

 

License and other revenues for the six months ended June 30, 2023 was $3.5 million, as compared to $1.3 million for the same period of 2022. The revenues in both periods mainly result from clinical milestones achieved under a sublicense agreement we entered into with Taysha in October 2020 relating to an investigational AAV-based gene therapy for Rett syndrome. In 2022, there was also revenue consisting of the recognition of deferred revenue related to grants for the ABO-102 and ABO-101 development programs.

 

Royalties

 

Total royalties were $1.6 million for the six months ended June 30, 2023, as compared to $0.4 million for the same period of 2022, an increase of $1.2 million. The increase in expense was due to royalties owed to our licensors resulting from the milestones due from Taysha related to Rett.

 

Research and development

 

Research and development expenses include, but are not limited to, payroll and personnel expense, lab supplies, preclinical and development costs, clinical trial costs, manufacturing and manufacturing facility costs, costs associated with regulatory approvals, depreciation on lab supplies and manufacturing facilities, and consultant-related expenses.

 

23
 

 

Total research and development spending for the six months ended June 30, 2023 was $16.6 million, as compared to $17.2 million for the same period of 2022, a decrease of $0.6 million. The decrease in expenses was primarily due to:

 

  decreased clinical and development work for our cell and gene therapy product candidates and other related costs of $1.0 million which was due to the discontinuation of the ABO-102 and ABO-101 programs partially offset by increased costs related to our planned BLA filing;
  decreased stock compensation expenses of $0.2 million; partially offset by
  increased other costs of $0.6 million.

 

We expect our research and development activities to continue as we work towards advancing our product candidates towards potential regulatory approval, reflecting costs associated with the following:

 

  employee and consultant-related expenses;
  preclinical and developmental costs;
  clinical trial costs;
  the cost of acquiring and manufacturing clinical trial materials; and
  costs associated with regulatory approvals.

 

General and administrative

 

General and administrative expenses primarily consist of payroll and personnel costs, office facility costs, public reporting company related costs, professional fees (e.g., legal expenses) and other general operating expenses not otherwise included in research and development expenses.

 

Total general and administrative expenses were $9.0 million for the six months ended June 30, 2023, as compared to $7.7 million for the same period of 2022, an increase of $1.3 million. The increase in expenses was primarily due to:

 

increased salary and related costs of $1.4 million;
increased non-cash stock-based compensation of $0.3 million; partially offset by
decreased other costs of $0.4 million.

 

Impairment of licensed technology

 

Impairment of licensed technology was nil for the six months ended June 30, 2023, as compared to $1.4 million in the same period of 2022. The licensed technology was for the ABO-102 and ABO-101 development programs and as a result of our shift in priorities, we determined the remaining value of the licensed technology had no future value and thus recorded an impairment charge of $1.4 million for the six months ended June 30, 2022.

 

Loss/(gain) of right-of-use lease assets

 

The gain on right-of-use lease assets was $1.1 for the six months ended June 30, 2023, as compared to a loss on right-of-use assets of $1.6 million in the same period of 2022. The gain on right-of-use assets for 2023 was related to the termination of our operating leases for office space that we no longer use, resulting in a gain from the difference of the right-of-use lease assets and the lease liabilities.

 

The loss on right-of-use assets for 2022 was related to a lease for a future manufacturing facility for the ABO-102 and ABO-101 development programs, which, as a result of our shift in priorities, we determined the remaining value of the portion of this lease had no future value and thus recorded an impairment charge of $1.6 million for the six months ended June 30, 2022.

 

Impairment of construction-in-progress

 

Construction-in-progress impairment charge was nil for the six months ended June 30, 2023, as compared to $1.8 million in the same period of 2022. The construction-in-progress was for a facility for the MPS IIIA and MPS IIIB development programs. The construction-in-progress was for a facility for the ABO-102 and ABO-101 development programs. As a result of our shift in priorities, we determined the remaining value of the construction-in-progress facility had no future value and thus, we recorded impairment of $1.8 million for the six months ended June 30, 2022.

 

24
 

 

Interest income

 

Interest income was $0.8 million for the six months ended June 30, 2023, as compared to $38,000 in the same period of 2022. The increase resulted from higher earnings on short-term investments driven by higher interest rates and increased short-term investment balances.

 

Interest expense

 

Interest expense was $0.2 million for the six months ended June 30, 2023, as compared to $0.4 million in the same period of 2022. The decrease results primarily from the $5.0 million settlement payment made in November 2022 of a disputed liability owed to our prior licensor, REGENXBIO, Inc.

 

Change in fair value of warrant liabilities

 

The change in fair value of warrant liabilities was a loss of $6.4 million for the six months ended June 30, 2023, as compared to a gain of $2.9 million for the same period in 2022.

 

We issued stock purchase warrants that are required to be classified as a liability and valued at fair market value at each reporting period. The change in the fair value of warrant liabilities is primarily due to the fluctuation in our stock price year over year and a shorter term.

 

Other income (expense)

 

Other income was $2.6 million for the six months ended June 30, 2023, as compared to other expense of $0.1 million in the same period of 2022. The change was primarily a result of $2.1 million in other income related to the impact of the employee retention credit that we have submitted for 2020 and 2021.

 

LIQUIDITY AND CAPITAL RESOURCES

 

Cash Flows for the Six Months Ended June 30, 2023 and 2022

 

 

   For the six months ended 
($ in thousands)  June 30, 2023   June 30, 2022 
         
Total cash, cash equivalents and restricted cash (used in) provided by:          
Operating activities  $(22,028)  $(22,700)
Investing activities   7,422    (323)
Financing activities   6,614    (3,782)
Net decrease in cash, cash equivalents and restricted cash  $(7,992)  $(26,805)

 

Operating activities

 

Net cash used in operating activities was $22.0 million for the six months ended June 30, 2023, primarily comprised of our net loss of $25.8 million, increases in operating assets and liabilities of $5.1 million and net non-cash charges of $8.9 million.

 

Net cash used in operating activities was $22.7 million for the six months ended June 30, 2022, primarily comprised of our net loss of $29.1 million and a decrease in operating assets and liabilities of $2.7 million, partially offset by net non-cash charges of $9.1 million.

 

Investing activities

 

Net cash provided by investing activities was $7.4 million for the six months ended June 30, 2023, primarily comprised of proceeds from maturities of short-term investments of $21.6 million, partially offset by purchases of short-term investments of $14.2 million.

 

25
 

 

Net cash used in investing activities was $0.3 million for the six months ended June 30, 2022, primarily comprised of proceeds from maturities of short-term investments of $32.7 million and proceeds from disposal of property and equipment of $1.5 million, partially offset by purchases of short-term investments of $34.4 million and capital expenditures of $0.1 million.

 

Financing activities

 

Net cash provided by financing activities was $6.6 million for the six months ended June 30, 2023, primarily comprised of $6.6 million in net proceeds from ATM sales of common stock.

 

Net cash used in financing activities was $3.8 million for the six months ended June 30, 2022, primarily comprised of the proceeds and redemption of our convertible redeemable preferred stock.

 

We have historically funded our operations primarily through sales of common stock.

 

Our principal source of liquidity is cash, cash equivalents, restricted cash and short-term investments, collectively referred to as our cash resources. As of June 30, 2023, our cash resources were $37.1 million. On July 6, 2023, we raised a further $23.0 million net proceeds in cash via a registered direct offering priced at-the market under Nasdaq rules to existing investors . As a result, we believe that our current cash and cash equivalents, restricted cash and short-term investments are sufficient to fund operations through at least the next 12 months from the date of this report on Form 10-Q. We may need to secure additional funding to carry out all of our planned research and development activities. If we are unable to obtain additional financing or generate license or product revenue, the lack of liquidity and sufficient capital resources could have a material adverse effect on our future prospects.

 

We have an open market sale agreement with Jefferies LLC (as amended, the “ATM Agreement”) pursuant to which, we may sell from time to time, through Jefferies LLC, shares of our common stock for an aggregate sales price of up to $150.0 million. Any sales of shares pursuant to this agreement are made under our effective “shelf” registration statement on Form S-3 that is on file with and has been declared effective by the SEC. We sold 1,990,321 shares of our common stock under the ATM Agreement resulting in net proceeds of $6.6 million for the six months ended June 30, 2023.

 

Since our inception, we have incurred negative cash flows from operations and have expended, and expect to continue to expend substantial funds to complete our planned product development efforts. We have not been profitable since inception and to date have received limited revenues from the sale of products or licenses. We expect to incur losses for the next several years as we continue to invest in product research and development, preclinical studies, clinical trials, and regulatory compliance and cannot provide assurance that we will ever be able to generate sufficient product sales or royalty revenue to achieve profitability on a sustained basis, or at all.

 

If we raise additional funds by selling additional equity securities, the relative equity ownership of our existing investors will be diluted, and the new investors could obtain terms more favorable than previous investors. If we raise additional funds through collaborations, strategic alliances, or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs, or product candidates or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financing when needed, we may be required to delay, limit, or terminate our product development programs or any future commercialization efforts or grant rights to develop and market product candidates to third parties that we would otherwise prefer to develop and market ourselves.

 

Our future capital requirements and adequacy of available funds depend on many factors, including:

 

  the successful development, regulatory approval and commercialization of our cell and gene therapy and other product candidates;
  the ability to establish and maintain collaborative arrangements with corporate partners for the research, development, and commercialization of products;
  continued scientific progress in our research and development programs;
  the magnitude, scope and results of preclinical testing and clinical trials;
  the costs involved in filing, prosecuting, and enforcing patent claims;
  the costs involved in conducting clinical trials;
  any continuing impact to our business, operations, and clinical programs from the COVID-19 pandemic and government actions related thereto;
  competing technological developments;
  the cost of manufacturing and scale-up;
  the ability to establish and maintain effective commercialization arrangements and activities; and
  the successful outcome of our regulatory filings.

 

26
 

 

Due to uncertainties and certain of the risks described above, our ability to successfully commercialize our product candidates, our ability to obtain applicable regulatory approval to market our product candidates, our ability to obtain necessary additional capital to fund operations in the future, our ability to successfully manufacture our products and our product candidates in clinical quantities or for commercial purposes, government regulation to which we are subject, the uncertainty associated with preclinical and clinical testing, intense competition that we face, the potential necessity of licensing technology from third parties and protection of our intellectual property, it is not possible to reliably predict future spending or time to completion by project or product category or the period in which material net cash inflows from significant projects are expected to commence. If we are unable to timely complete a particular project, our research and development efforts could be delayed or reduced, our business could suffer depending on the significance of the project and we might need to raise additional capital to fund operations, as discussed in the risks above.

 

We plan to continue our policy of investing any available funds in suitable certificates of deposit, money market funds, government securities and investment-grade, interest-bearing securities. We do not invest in derivative financial instruments.

 

Critical Accounting Estimates

 

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and related disclosures in the financial statements. Management considers an accounting estimate to be critical if:

 

  it requires assumptions to be made that were uncertain at the time the estimate was made, and
  changes in the estimate or different estimates that could have been selected could have material impact in our results of operations or financial condition.

 

While we base our estimates and judgments on our experience and on various other factors that we believe to be reasonable under the circumstances, actual results could differ from those estimates and the differences could be material. For a discussion of the critical accounting estimates that affect the unaudited condensed consolidated financial statements, see “Critical Accounting Estimates” included in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report.

 

See Note 1 to our unaudited condensed consolidated financial statements for a discussion of our significant accounting policies.

 

Recently Issued Accounting Standards Not Yet Effective or Adopted

 

See Note 1 to our unaudited condensed consolidated financial statements for a discussion of recently issued accounting standards not yet effective or adopted.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management and consultants, including the Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer), we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (“Disclosure Controls and Procedures”), as of June 30, 2023, as such term is defined in Rules 13a-15I and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

Conclusion of Evaluation — Based on this Disclosure Controls and Procedures evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our Disclosure Controls and Procedures as of June 30, 2023 were effective.

 

Changes in Internal Control Over Financial Reporting – There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

27
 

 

PART II — OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

None.

 

ITEM 1A. RISK FACTORS

 

Our business and financial results are subject to numerous risks and uncertainties. As a result, the risks and uncertainties discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K/A for the year ended December 31, 2022 should be carefully considered. There have been no material changes in the assessment of our risk factors from those set forth in our Annual Report on Form 10-K/A for the year ended December 31, 2022.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

The following table provides information about purchases of equity securities that are registered pursuant to Section 12 of the Exchange Act for the quarter ended June 30, 2023:

 

   Total number    
   of shares   Average price 
   (or units)   paid per share 
   purchased (a)   (or unit) 
Shares delivered or withheld pursuant to restricted stock awards          
April 1, 2023 – April 30, 2023      $ 
May 1, 2023 – May 31, 2023      $ 
June 1, 2023 – June 30, 2023   1,125   $3.42 
    1,125   $3.42 

 

(a) Reflects shares of common stock surrendered to the Company for payment of tax withholding obligations in connection with the vesting of restricted stock.

 

ITEM 5. OTHER INFORMATION

 

On June 15, 2023, the Company awarded retention bonuses (the “Retention Bonus Agreements”) to Vishwas Seshadri, Ph.D., Joseph Vazzano, and Brendan O’Malley, Ph.D. (collectively, the “NEOs”). Under the Retention Bonus Agreements, the Company has awarded the NEOs bonus payments in addition to their base salaries in three installments conditioned upon their continued employment at the Company through the second anniversary of the effective date of the applicable Retention Bonus Agreement. Such bonuses are to be disbursed at the Company’s sole discretion, including upon the determination that the Company’s financial performance permits such payment. In the event the Company undergoes a change of control transaction, then any outstanding payment shall immediately become due and payable to the employee upon the closing of such change of control transaction.

 

The foregoing description of the Retention Bonus Agreements is qualified in its entirety by reference to the full text of the Retention Bonus Agreements, which are filed herewith as Exhibits 10.3, 10.4, and 10.5 and incorporated by reference herein in their entirety.

 

28
 

 

ITEM 6. EXHIBITS

 

See Exhibit Index below, which is incorporated by reference herein.

 

Exhibit Index

 

Exhibits:

 

3.1   Restated Certificate of Incorporation of Abeona Therapeutics Inc. (incorporated by reference to Exhibit 3.1 of our Form 10-Q for the quarter ended March 31, 2019)
     
3.2   Amended and Restated Bylaws of Abeona Therapeutics Inc. (incorporated by reference to Exhibit 3.3 of our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 29. 2023).
     
4.1   Pre-Funded Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 3, 2023).
     
10.1   Securities Purchase Agreement Warrant, dated as of July 3, 2023, between the Company and the purchasers thereto (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 3, 2023).
     
10.2   2023 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 of our Registration Statement on Form S-8 filed with the Securities and Exchange Commission on May 19, 2023).
     

10.3

  Retention Bonus Letter, dated June 15, 2023, to Vishwas Seschadri, Ph.D.
     

10.4

 

Retention Bonus Letter, dated June 15, 2023, to Joseph Vazzano.

     

10.5

 

Retention Bonus Letter, dated June 15, 2023, to Brendon O’Malley, Ph.D.

     
31.1   Principal Executive Officer Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
     
31.2   Principal Financial Officer Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
     
32*   Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
101.1   The following materials from Abeona’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted in Inline XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at June 30, 2023 and December 31, 2022 (unaudited), (ii) Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2023 and 2022 (unaudited), (iii) Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2023 and 2022 (unaudited), (iv) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022 (unaudited), and (v) Notes to Condensed Consolidated Financial Statements (unaudited).

 

* Pursuant to Item 601(b)(32)(ii) of Regulation S-K, this exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filing.

 

29
 

 

SIGNATURES

 

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, thereunto duly authorized.

 

    ABEONA THERAPEUTICS INC.