SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

ADAGE CAPITAL PARTNERS GP, L.L.C.

(Last)

(First)

(Middle)

200 CLARENDON STREET, 52ND FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/03/2023

3. Issuer Name and Ticker or Trading Symbol
ABEONA THERAPEUTICS INC. [ ABEO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.01 par value ("Common Stock")	3,249,994	I	See footnote⁽¹⁾⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants (right to buy)	11/07/2022⁽³⁾	11/07/2027	Common Stock	760,870	4.75	I	See footnote⁽¹⁾⁽²⁾

1. Name and Address of Reporting Person^*

ADAGE CAPITAL PARTNERS GP, L.L.C.

(Last)

(First)

(Middle)

200 CLARENDON STREET, 52ND FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Adage Capital Partners, L.P.

(Last)

(First)

(Middle)

200 CLARENDON STREET, 52ND FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Adage Capital Management, L.P.

(Last)

(First)

(Middle)

200 CLARENDON STREET, 52ND FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Atchinson Robert

(Last)

(First)

(Middle)

200 CLARENDON STREET

52ND FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Gross Phillip

(Last)

(First)

(Middle)

200 CLARENDON STREET

52ND FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Explanation of Responses:

1. The securities to which this filing relates are held directly by Adage Capital Partners, L.P., a Delaware limited partnership (the "Fund"). Adage Capital Partners GP, L.L.C., a Delaware limited liability company ("ACPGP"), serves as the general partner of the Fund and as such has discretion over the portfolio securities beneficially owned by the Fund. Adage Capital Management, L.P., a Delaware limited partnership ("ACM"), serves as the investment manager of the Fund and as such has discretion over the portfolio securities beneficially owned by the Fund. Robert Atchinson and Phillip Gross are the managing members of (i) Adage Capital Advisors, L.L.C., a Delaware limited liability company, managing member of ACPGP and (ii) Adage Capital Partners LLC, a Delaware limited liability company, general partner of ACM.

2. Each of the reporting persons disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except as to such extent of such reporting person's pecuniary interest in the securities.

3. The Warrants contain an issuance limitation prohibiting the holder of such Warrants from exercising the Warrants until such time as the holder, together with certain related parties, would not beneficially own after any such exercise more than 4.99% of the then issued and outstanding Common Stock (the "Blocker"). Due to the Blocker, none of the Warrants held by the Fund are presently exercisable.

	/s/ Robert Atchinson	07/10/2023
	/s/ Adage Capital Partners, L.P.; By its general partner Adage Capital Partners GP, L.L.C.; By its managing member Adage Capital Advisors, L.L.C.; By its managing member Robert Atchinson	07/10/2023
	/s/ Adage Capital Partners GP, L.L.C.; By its managing member Adage Capital Advisors, L.L.C.; By its managing member Robert Atchinson	07/10/2023
	/s/ Adage Capital Management, L.P.; By: its general partner Adage Capital Partners LLC; By its managing member Robert Atchinson	07/10/2023
	/s/ Phillip Gross	07/10/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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