Abeona Therapeutics Inc.
1330 Avenue of the Americas, 33rd Floor
New York, NY 10019
August 27, 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 August 31, 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 |
