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Published on October 19, 2021
Abeona Therapeutics Inc.
1330 Avenue of the Americas, 33rd Floor
New York, NY 10019
October 19, 2021
U.S. Securities and Exchange Commission
Division of Corporate Finance
100 F Street NE
Washington, DC 20549
Attention: Chris Edwards
VIA EDGAR
| Re: | Abeona Therapeutics Inc. | |
| Registration Statement on Form S-3 | ||
| Filed on June 7, 2021 | ||
| File No. 333-256850 |
Dear Mr. Edwards:
In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3 (File No. 333-256850) (the “Registration Statement”) of Abeona Therapeutics Inc. We respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern time, on October 22, 2021, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Morgan, Lewis & Bockius LLP, by calling Brian V. Soares at (202) 739-5482 or John J. Concannon III at (617) 951-8874.
| Very Truly Yours, | ||
| Abeona Therapeutics Inc. | ||
| By: | /s/ Edward Carr | |
| Name: | Edward Carr | |
| Title: | Chief Financial Officer | |
cc: John J. Concannon III, Morgan, Lewis & Bockius LLP