SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO
FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2) *
Abeona
Therapeutics, Inc.
(Name of Issuer)
Common Stock
(Title of
Class of Securities)
00289Y206
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
(Page 1 of 9 Pages)
----------
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this
cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. |
00289Y206 |
13G |
Page 2 of 9 |
1. |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Mgmt, L.P.
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b) ☒ |
3. |
SEC USE ONLY
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE VOTING POWER
0 |
|
6. |
SHARED VOTING POWER
869,565 (1)
|
|
7.
|
SOLE DISPOSITIVE POWER
0 |
|
8.
|
SHARED DISPOSITIVE POWER
869,565 (1)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
869,565 (1)
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐ |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.39%
|
12. |
TYPE OF REPORTING PERSON*
PN |
__________________
(1) Comprised of 869,565 shares of common stock issuable upon exercise
of warrants (subject to any further adjustments that may be applicable) held by Deerfield Partners, L.P., of which Deerfield Mgmt, L.P.
is the general partner. The provisions of the warrants beneficially owned by the reporting person restrict the exercise of such securities
to the extent that after such exercise the holder and its Attribution Parties (as defined in the warrants) would beneficially own in excess
of 4.99% of the total number of shares of the Issuer then outstanding (the “Ownership Cap”). Accordingly, notwithstanding
the number of shares reported, the reporting person disclaims beneficial ownership of the shares of common stock issuable upon exercise
of such warrants to the extent that upon such exercise the number of shares beneficially owned by all reporting persons hereunder, in
the aggregate, would exceed the Ownership Cap.
CUSIP No. |
00289Y206 |
13G |
Page 3 of 9 |
1. |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Management Company, L.P.
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b) ☒ |
3. |
SEC USE ONLY
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE VOTING POWER
0 |
|
6. |
SHARED VOTING POWER
869,565 (2)
|
|
7.
|
SOLE DISPOSITIVE POWER
0 |
|
8.
|
SHARED DISPOSITIVE POWER
869,565 (2) |
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
869,565 (2) |
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐ |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.39%
|
12. |
TYPE OF REPORTING PERSON*
PN |
__________________
(2) Comprised of 869,565 shares of common stock issuable upon exercise
of warrants (subject to any further adjustments that may be applicable) held by Deerfield Partners, L.P., of which Deerfield Management
Company, L.P. is the investment advisor. The provisions of the warrants beneficially owned by the reporting person restrict the exercise
of such securities to the extent that after such exercise the holder and its Attribution Parties (as defined in the warrants) would beneficially
own in excess of 4.99% of the total number of shares of the Issuer then outstanding (the “Ownership Cap”). Accordingly, notwithstanding
the number of shares reported, the reporting person disclaims beneficial ownership of the shares of common stock issuable upon exercise
of such warrants to the extent that upon such exercise the number of shares beneficially owned by all reporting persons hereunder, in
the aggregate, would exceed the Ownership Cap.
CUSIP No. |
00289Y206 |
13G |
Page 4 of 9 |
1. |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Partners, L.P.
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b) ☒ |
3. |
SEC USE ONLY
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE VOTING POWER
0 |
|
6. |
SHARED VOTING POWER
869,565 (3)
|
|
7.
|
SOLE DISPOSITIVE POWER
0 |
|
8.
|
SHARED DISPOSITIVE POWER
869,565 (3) |
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
869,565 (3) |
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐ |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.39%
|
12. |
TYPE OF REPORTING PERSON*
PN |
_________________
(3) Comprised of 869,565 shares of common stock issuable upon exercise
of warrants (subject to any further adjustments that may be applicable). The provisions of the warrants beneficially owned by the reporting
person restrict the exercise of such securities to the extent that after such exercise the holder and its Attribution Parties (as defined
in the warrants) would beneficially own in excess of 4.99% of the total number of shares of the Issuer then outstanding (the “Ownership
Cap”). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares
of common stock issuable upon exercise of such warrants to the extent that upon such exercise the number of shares beneficially owned
by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.
CUSIP No. |
00289Y206 |
13G |
Page 5 of 9 |
1. |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James E. Flynn |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b) ☒ |
3. |
SEC USE ONLY
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE VOTING POWER
0 |
|
6. |
SHARED VOTING POWER
869,565 (4)
|
|
7.
|
SOLE DISPOSITIVE POWER
0 |
|
8.
|
SHARED DISPOSITIVE POWER
869,565 (4)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
869,565 (4)
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐ |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.39%
|
12. |
TYPE OF REPORTING PERSON*
IN |
__________________
(4) Comprised of 869,565 shares of common stock issuable upon exercise
of warrants (subject to any further adjustments that may be applicable) held by Deerfield Partners, L.P. The provisions of the warrants
beneficially owned by the reporting person restrict the exercise of such securities to the extent that after such exercise the holder
and its Attribution Parties (as defined in the warrants) would beneficially own in excess of 4.99% of the total number of shares of the
Issuer then outstanding (the “Ownership Cap”). Accordingly, notwithstanding the number of shares reported, the reporting
person disclaims beneficial ownership of the shares of common stock issuable upon exercise of such warrants to the extent that upon such
exercise the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.
CUSIP No. |
00289Y206 |
13G |
Page 6 of 9 |
Item 1(a). |
Name of Issuer: |
|
|
|
Abeona Therapeutics, Inc.
|
|
|
Item 1(b). |
Address of Issuer's Principal Executive Offices: |
|
|
|
6555
Carnegie Avenue, 4th Floor,
Cleveland,
OH 44103
|
|
|
Item 2(a). |
Name of Person Filing: |
|
|
|
James
E. Flynn, Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and Deerfield Partners, L.P.
|
|
|
Item 2(b). |
Address of Principal Business Office, or if None, Residence: |
|
|
|
James
E. Flynn, Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and Deerfield Partners, L.P., 345 Park Avenue South, 12th Floor, New
York, NY 10010
|
|
|
Item 2(c). |
Citizenship: |
|
|
|
Deerfield
Mgmt, L.P., Deerfield Management Company, L.P. and Deerfield Partners, L.P. - Delaware limited partnerships;
James E. Flynn – United States citizen
|
|
|
Item 2(d). |
Title of Class of Securities: |
|
|
|
Common Stock, par value $0.01 per share
|
|
|
Item 2(e). |
CUSIP Number: |
|
|
|
00289Y206
|
|
|
|
Item 3. |
If This Statement is Filed Pursuant to
Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
|
|
(a) |
☐ |
Broker or dealer registered under Section 15 of the
Exchange Act.
|
|
|
|
(b) |
☐ |
Bank as defined in Section 3(a)(6) of the Exchange Act. |
|
|
|
(c) |
☐ |
Insurance company as defined in Section 3(a)(19) of
the Exchange Act.
|
|
|
|
(d) |
☐ |
Investment company registered under Section 8 of the
Investment Company Act.
|
|
|
|
(e) |
☐ |
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
|
|
|
(f) |
☐ |
An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
|
|
|
|
(g) |
☐ |
A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
|
|
|
|
(h) |
☐ |
A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
|
|
|
|
(i) |
☐ |
A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the Investment Company Act;
|
CUSIP No. |
00289Y206 |
13G |
Page 7 of 9 |
|
|
|
(j) |
☐ |
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
|
|
|
(k) |
☐ |
Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance
with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _________________
Item 4. |
Ownership. |
|
|
|
|
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
|
|
|
|
(a) |
Amount beneficially owned**: |
|
|
|
|
|
|
Deerfield
Mgmt, L.P. – 869,565 shares
Deerfield
Management Company, L.P. - 869,565 shares
Deerfield
Partners, L.P. - 869,565 shares
James
E. Flynn – 869,565 shares
|
|
|
|
|
(b) |
Percent of class**: |
|
|
|
|
|
|
Deerfield
Mgmt, L.P. – 3.39%
Deerfield
Management Company, L.P. – 3.39%
Deerfield
Partners, L.P. – 3.39%
James
E. Flynn – 3.39%
|
|
|
|
|
(c) |
Number of shares as to which such person has**: |
|
|
|
|
|
|
(i) |
Sole power to vote or to direct the vote: |
All Reporting Persons - 0 |
|
|
|
|
|
(ii) |
Shared power to vote or to direct the vote: |
Deerfield
Mgmt, L.P. - 869,565
Deerfield
Management Company, L.P. - 869,565
Deerfield
Partners, L.P. - 869,565
James E. Flynn – 869,565
|
|
|
|
|
|
(iii) |
Sole power to dispose or to direct the disposition of:
|
All Reporting Persons - 0 |
|
|
|
|
|
(iv) |
Shared power to dispose or to direct the disposition
of:
|
Deerfield
Mgmt, L.P. - 869,565
Deerfield Management Company,
L.P. - 869,565
Deerfield Partners, L.P. -
869,565
James E. Flynn – 869,565
|
**See footnotes on cover pages which are incorporated by reference
herein.
CUSIP No. |
00289Y206 |
13G |
Page 8 of 9 |
Item 5. |
Ownership of Five Percent or Less of a
Class.
|
|
|
If this statement is being
filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities check the following ☒.
|
|
|
|
|
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Item 6. |
Ownership of More Than Five Percent on Behalf of Another Person.
|
|
|
If any other person is known
to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities,
a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the
class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company
Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required
|
|
|
|
N/A |
|
|
Item 7. |
Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
|
|
If a parent holding company
or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating
the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule
pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary
|
|
|
|
N/A |
|
|
Item 8. |
Identification and Classification of Members of the Group. |
|
|
If a group has filed this
schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification
of each member of the group. If a group has filed this schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating
the identity of each member of the grou
|
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|
|
See Exhibit B |
|
|
Item 9. |
Notice of Dissolution of Group. |
|
|
Notice of dissolution of
a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions
in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5
|
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N/A |
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Item 10. |
Certifications. |
|
|
"By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect, other than activities solely in connection with a nomination under §240.14a–11."
|
CUSIP No. |
00289Y206 |
13G |
Page 9 of 9 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and correct.
DEERFIELD MGMT, L.P.
By: J.E. Flynn Capital, LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD MANAGEMENT COMPANY, L.P.
By: Flynn Management LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD PARTNERS, L.P.
By: Deerfield Mgmt, L.P., General Partner
By: J.E. Flynn Capital, LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
JAMES E. FLYNN
/s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
Date: February 12, 2024
Exhibit List
Exhibit A. Joint Filing Agreement.
Exhibit B. Item 8 Statement.
Exhibit C. Power of Attorney (1).
(1) Power of Attorney previously filed as Exhibit 24 to a Form 4
with regard to DA32 Life Science Tech Acquisition Corp. filed with the Securities and Exchange Commission on August 3, 2021 by Deerfield
Partners, L.P., Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and James E. Flynn.
Exhibit A
Joint Filing Agreement
The undersigned agree that this Schedule 13G, and all amendments
thereto, relating to the Common Stock, par value $0.001 per share, of Abeona Therapeutics, Inc. shall be filed on behalf of the undersigned.
DEERFIELD MGMT, L.P.
By: J.E. Flynn Capital, LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD MANAGEMENT COMPANY, L.P.
By: Flynn Management LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD PARTNERS, L.P.
By: Deerfield Mgmt, L.P., General Partner
By: J.E. Flynn Capital, LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
JAMES E. FLYNN
/s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
Exhibit B
Due to the relationships between them, the reporting persons hereunder
may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3) of the Securities Exchange Act of
1934.
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