Securities Registration: Employee Benefit Plan (s-8)
May 21 2020 - 4:43PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on May 21, 2020
Registration
No. 333-______
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ABEONA
THERAPEUTICS INC.
(Exact
name of registrant as specified in its charter)
Delaware
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83-0221517
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification No.)
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1330
Avenue of the Americas, 33rd Floor,
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New
York, NY
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10019
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Abeona
Therapeutics Inc. 2015 Equity Incentive Plan
(Full
title of the plan)
Edward Carr
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Chief
Accounting Officer
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John
J. Concannon III, Esq.
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Abeona
Therapeutics Inc.
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Morgan,
Lewis & Bockius LLP
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1330
Avenue of the Americas, 33rd Floor,
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One
Federal Street
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New
York, NY 10019
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Boston,
Massachusetts 02110
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(646)
813-4701
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(617)
951-8000
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(Name,
address, telephone number,
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(With
copies to)
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including
area code, of agent for service)
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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 the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
[ ]
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Accelerated filer
[X]
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Non-accelerated filer
[ ]
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Smaller reporting company
[X]
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Emerging growth company
[ ]
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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 7(a)(2)(B) of the Securities Act.
[ ]
CALCULATION
OF REGISTRATION FEE
Title of securities
to be registered
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Amount to be
registered (1)
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Proposed
maximum
offering price
per share (2)
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Proposed
maximum
aggregate offering
price (2)
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Amount of
registration fee
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Common Stock, $0.01 par value per share
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8,000,000
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$3.09
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(3)
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|
$24,720,000
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(3)
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$
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3,208.66
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Common Stock, $0.01 par value per share
|
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930,000
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$2.50
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(4)
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$2,325,000
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(4)
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$
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301.79
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Total
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8,930,000
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$
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27,045,000
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$
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3,510.45
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(1)
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Pursuant
to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate number
of shares of common stock which may be offered or issued to prevent dilution resulting from adjustments as a result of stock
dividends, stock splits, reverse stock splits, recapitalizations, reclassifications, mergers, split-ups, reorganizations,
consolidations and other capital adjustments.
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(2)
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Estimated
solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h).
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(3)
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The
proposed maximum offering price per share, proposed maximum aggregate offering price and the amount of the registration fee
are based on the average of the high and low prices of Registrant’s common stock as reported on the Nasdaq Capital
Market on May 15, 2020. Pursuant to General Instruction E of Form S-8, the registration fee is calculated with respect to
the additional securities registered on this Registration Statement on Form S-8 only.
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(4)
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Represents
shares of common stock issuable pursuant to the Stock Option Agreement, effective as of April 15, 2020, between Abeona Therapeutics
Inc. and Brian J. G. Pereira, pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. The proposed maximum offering price
per share, proposed maximum aggregate offering price and the amount of the registration fee are based on the exercise price
of $2.50.
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EXPLANATORY
NOTE
This
Registration Statement has been filed by Abeona Therapeutics Inc. (the “Registrant”) to register (i) 8,000,000 additional
shares of common stock to be offered pursuant to the Abeona Therapeutics Inc. 2015 Equity Incentive Plan (the “2015 Plan”),
and (ii) 930,000 shares of common stock issuable pursuant to the Stock Option Agreement, effective as of April 15, 2020, between
the Registrant and Brian J. G. Pereira.
The
Registrant previously filed the Registration Statements on Form S-8 (File Nos. 333-221552, 333-214846 and 333-204055) on November
14, 2017, November 30, 2016, and May 11, 2015, respectively, with the Securities and Exchange Commission to register an aggregate
of 10,000,000 shares of common stock that were authorized for issuance under the 2015 Plan (collectively, the “Prior
Registration Statements”). Upon the effectiveness of this Registration Statement, an aggregate of 18,000,000 shares of common
stock will be registered for issuance from time to time under the 2015 Plan. Pursuant to General Instruction E to Form S-8,
the contents of the Prior Registration Statements are incorporated herein by reference except to the extent supplemented, amended
or superseded by the information set forth herein. Only those items of Form S-8 containing new information not contained in the
Prior Registration Statements are presented herein.
INCORPORATION
BY REFERENCE
In
accordance with General Instruction E to Form S-8, the contents of the Prior Registration Statements, with respect to securities
offered pursuant to the 2015 Plan, are hereby incorporated by reference.
The
following documents previously filed by the Registrant with the Commission are incorporated herein by reference and shall be deemed
to be a part hereof:
(1)
The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Commission on March 16,
2020;
(2)
The Registrant’s Current Reports on Form 8-K filed with the Commission on January 7, 2020, January 8, 2020, March 16, 2020,
April 6, 2020, April 21, 2020, April 24, 2020, and May 21, 2020 (provided that any portions of such reports that are deemed furnished
and not filed pursuant to instructions to Form 8-K shall not be incorporated by reference into this Registration Statement); and
(3)
The description of common stock set forth in the Registrant’s Registration Statement on Form 8-A filed with the Commission
on November 4, 2014, including any amendment or report filed for the purpose of updating such description.
In
addition, all documents that the Registrant files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), subsequent to the effective date of this Registration Statement (except
for any portions of the Registrant’s Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof and
any corresponding exhibits thereto not filed with the Commission), but prior to the filing of a post-effective amendment to this
Registration Statement indicating that all securities offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the
date of filing such documents.
For
purposes of this Registration Statement, any document or statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such document
or statement in such document. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
8. Exhibits.
The
following exhibits are filed as part of or incorporated by reference into this Registration Statement:
SIGNATURES
Pursuant
to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, in the state of New York, on the 21st day of May, 2020.
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ABEONA
THERAPEUTICS INC.
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By:
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/s/
Edward Carr
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Edward
Carr
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Chief
Accounting Officer
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POWER
OF ATTORNEY
Each
person whose signature appears below hereby appoints João Siffert and Edward Carr, and each of them severally as such
person’s true and lawful attorney-in-fact with the authority to execute in the name of each such person, and to file with
the SEC, together with any exhibits thereto and other documents therewith, any and all amendments (including, without limitation,
post-effective amendments) to this Registration Statement on Form S-8 necessary or advisable to enable the Registrant to comply
with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the SEC in respect thereof, which
amendments may make such other changes in the Registration Statement as the aforesaid attorney-in-fact executing the same deems
appropriate.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons
in the capacities indicated as of the dates set forth below.
Signature
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Title
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Date
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/s/
João Siffert
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Chief
Executive Officer, Director
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May
21, 2020
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João
Siffert
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(Principal
Executive Officer)
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/s/
Edward Carr
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Chief
Accounting Officer
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May
21, 2020
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Edward
Carr
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(Principal
Accounting and Financial Officer)
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/s/
Brian J. G. Pereira
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Executive
Chairman and Chairman of the Board
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May
21, 2020
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Brian
J. G. Pereira
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/s/
Stefano Buono
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Director
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May
21, 2020
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Stefano
Buono
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/s/
Stephen B. Howell
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Director
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May
21, 2020
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Stephen
B. Howell
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/s/
Steven H. Rouhandeh
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Director
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May
21, 2020
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Steven
H. Rouhandeh
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/s/
Christine Silverstein
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Director
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May
21, 2020
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Christine
Silverstein
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/s/
Shawn Tomasello
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Director
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May
21, 2020
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Shawn
Tomasello
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/s/
Todd Wider
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Director
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May
21, 2020
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Todd
Wider
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