Form: CORRESP

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June 17, 2024

 

ABEONA THERAPEUTICS INC.

6555 Carnegie Avenue, 4th Floor

Cleveland, OH 44103

 

June 17, 2024

 

VIA EDGAR

 

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 

  Re: Abeona Therapeutics Inc.
    Registration Statement on Form S-3
    File No. 333-280134

 

Ladies and Gentlemen:

 

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Abeona Therapeutics Inc. (the “Company”) hereby respectfully requests that the effectiveness of the above-captioned Registration Statement on Form S-3 (as amended to date, the “Registration Statement”) be accelerated to June 20, 2024 at 4:00 p.m., Eastern Standard Time, or as soon as practicable thereafter.

 

Please confirm that the Registration Statement has been declared effective by telephoning Sean Ewen, Esq. of Willkie Farr & Gallagher LLP at (212) 728-8867. Comments with respect to this request may be directed to Mr. Ewen by telephone or facsimile at (212) 728-8867.

 

The cooperation of the staff in meeting the timetable described above is very much appreciated.

 

  Sincerely,
     
  ABEONA THERAPEUTICS INC.
     
  By: /s/ Joseph Vazzano
  Name: Joseph Vazzano
  Title: Chief Financial Officer
  cc: Sean Ewen, Esq.