UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
July 31, 2015
ABEONA THERAPEUTICS INC.
(Exact name of registrant as specified in
its charter)
Delaware |
0-9314 |
83-0221517 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
|
|
3333 Lee Parkway, Suite 600, Dallas, TX |
75219 |
(Address of principal executive offices) |
(Zip Code) |
(214) 665-9495
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive
Agreement
On July 31, 2015, Abeona Therapeutics Inc.
(the “Company”) signed a letter agreement with Sabby Healthcare Master Fund Ltd. (“Sabby Healthcare”) and
Sabby Volatility Warrant Master Fund, Ltd. (“Sabby Volatility” and, together with Sabby Healthcare, “Sabby”)
whereby a Purchase Agreement between the Company and Sabby dated May 6, 2015 and Warrants issued thereunder were amended as follows:
1. Section 4.12
of the Purchase Agreement was deleted in its entirety from the Purchase Agreement and is of no further force or effect and the
Company shall be permitted to engage in Variable Rate Transactions (as defined in the Purchase Agreement) and no other agreement
between the parties shall otherwise prohibit the Company from engaging in Variable Rate Transactions; and
2. Section 2(b) of each of the Warrants
was amended in its entirety to read as follows:
“Exercise Price. The exercise
price per share of the Common Stock under this Warrant shall be $8.00, subject to adjustment hereunder (the “Exercise
Price”).”
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits.
The Company hereby
furnishes the following exhibits:
| 10.1 | Letter agreement dated July 31, 2015 between the Company
and Sabby Healthcare and Sabby Volatility |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Abeona Therapeutics Inc. |
|
(Registrant) |
|
|
|
By: |
/s/ Stephen B. Thompson |
|
|
Stephen B. Thompson |
|
|
Vice President Finance |
|
|
|
Date: July 31, 2015
EXHIBIT INDEX
Exhibit Number
| 10.1 | Letter agreement dated July 31, 2015 between the Company
and Sabby Healthcare and Sabby Volatility |
EXHIBIT 10.1
July 31, 2015
VIA EMAIL
Sabby Healthcare Master Fund Ltd. &
Sabby Volatility Warrant Master Fund, LTd.
c/o Sabby Capital, LLC
10 Mountainview Road, Suite 205
Upper Saddle River, NJ 07458
Dear Sirs:
Reference is hereby
made to (i) that certain Securities Purchase Agreement, dated May 6, 2015 (the “Purchase Agreement”) by and between
Abeona Pharmaceuticals, Inc., a Delaware corporation (f/k/a PlasmaTech Biopharmaceuticals, Inc.) (the “Company”) and
each of Sabby Healthcare Master Fund Ltd. (“Sabby Healthcare”) and Sabby Volatility Warrant Master Fund, Ltd. (“Sabby
Volatility”), and (ii) those certain Common Stock Purchase Warrants issued by the Company to each of Sabby Healthcare and
Sabby Volatility on May 6, 2015 (collectively, the “Warrants”).
For good and valuable
consideration, the receipt and sufficiency of which the parties to this Letter Agreement hereby acknowledge, the parties to this
Letter Agreement agree as follows:
1. That
Section 4.12 of the Purchase Agreement is hereby deleted in its entirety from the Purchase Agreement and is no further force or
effect and the Company shall be permitted to engage in Variable Rate Transactions (as defined in the Purchase Agreement) and no
other agreement between the parties shall otherwise prohibit the Company from engaging in Variable Rate Transactions; and
2. That
Section 2(b) of each of the Warrants is hereby amended in its entirety to read as follows:
“Exercise Price. The exercise
price per share of the Common Stock under this Warrant shall be $8.00, subject to adjustment hereunder (the “Exercise
Price”).”
3. Except
as expressly set forth in this Letter Agreement, the Purchase Agreement and each of the Warrants remain in full force and effect
in accordance with their respective terms.
4. The
Company agrees to announce the terms of this Letter Agreement by filing a Current Report on Form 8-K with the Securities and Exchange
Commission by 9:00am (NY time) on August 3, 2015.
5. This
Letter Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same agreement. Facsimile or .pdf copies of signed signature pages shall be binding originals.
If the foregoing accurately
represents your agreement and understanding, please sign below where indicated and return a copy of this Letter Agreement to the
undersigned.
Very truly yours,
/s/ Jeffrey B. Davis
Jeffrey B. Davis
Chief Operating Officer
AGREED AND ACCEPTED:
Sabby Healthcare Master
Fund Ltd.
By: /s/ Robert Grundstein
Title: Robert Grundstein, COO of IM
Dated: July 31, 2015
Sabby Volatility Warrant
Master Fund, Ltd.
By: /s/ Robert Grundstein
Title: Robert Grundstein, COO of IM
Dated: July 31, 2015
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