UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One) | |
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2022 | |
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 Identification No.) |
6555 Carnegie Ave, 4th Floor, 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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the 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 accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Yes ☒ No ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). Yes ☐ No ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the average bid and asked price of such common equity, as of June 30, 2022, was approximately $28,754,000.
The number of shares outstanding of the registrant’s common stock as of March 21, 2023 was shares.
Documents Incorporated by Reference
Portions of the Definitive Proxy Statement for the registrant’s 2023 Annual Meeting of Stockholders to be held May 17, 2023, are incorporated by reference into Part III, Items 10-14 of this Annual Report on Form 10-K.
Auditor Name | Auditor Location | Auditor Firm ID | ||
WHITLEY PENN LLP | Plano, Texas | 726 |
EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K for the year ended December 31, 2022 (the “Original Report”) of Abeona Therapeutics Inc. (the “Company”), which was filed with the Securities and Exchange Commission (“SEC”) on March 29, 2023. This Amendment is being filed solely to amend the signature page to remove the conformed signature of one of the Company’s directors, which was inadvertently included in the Original Report. In addition, the Company has updated the address of its principal executive offices, which has been changed since the filing of the Original Report.
Except as described above, this Amendment does not update or modify any other information presented in the Original Report and does not reflect events occurring after the Original Report’s filing date of March 29, 2023.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
b. | Exhibits |
Exhibit Index
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* Management contract or compensatory plan required to be filed as an exhibit to this report pursuant to Item 15(a)(3) of Form 10-K.
+ Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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. | ||
Date: April 10, 2023 | By: | /s/ Vishwas Seshadri |
Vishwas Seshadri | ||
President and Chief Executive Officer | ||
(Principal Executive Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date: March 29, 2023 | /s/ Vishwas Seshadri | |
Vishwas Seshadri | ||
President, Chief Executive Officer and Director | ||
(Principal Executive Officer) | ||
Date: March 29, 2023 | /s/ Joseph Vazzano | |
Joseph Vazzano | ||
Chief Financial Officer | ||
(Principal Financial and Accounting Officer) | ||
Date: March 29, 2023 | /s/ Leila Alland | |
Leila Alland, Director | ||
Date: March 29, 2023 | /s/ Mark J. Alvino | |
Mark J. Alvino, Director | ||
Date: March 29, 2023 | /s/ Michael Amoroso | |
Michael Amoroso, Director | ||
Chairman of the Board | ||
Date: March 29, 2023 | /s/ Faith L. Charles | |
Faith L. Charles, Director | ||
Date: | ||
Paul Mann, Director | ||
Date: March 29, 2023 | /s/ Christine Silverstein | |
Christine Silverstein, Director | ||
Date: March 29, 2023 | /s/ Todd Wider | |
Todd Wider, Director | ||
Date: March 29, 2023 | /s/ Donald A. Wuchterl | |
Donald A. Wuchterl, Director |
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