SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 1)* Abeona Therapeutics Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
00289Y107
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(CUSIP Number)
Ron Panzier
Great Point Partners, LLC 165 Mason Street, 3rd Floor Greenwich, CT 06830 (203) 971-3300 Copies to:
Richard M. Brand
Andrew Alin
Cadwalader, Wickersham & Taft LLP
200 Liberty Street
New York, NY 10281
212-504-6000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) April 21, 2020
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 00289Y107
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SCHEDULE 13D
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1
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Name of Reporting Person
Great Point Partners, LLC |
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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☐
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(b)
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☐
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
AF |
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6
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Citizenship or Place of Organization
Delaware |
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Number of
Shares Beneficially Owned by Each Reporting Person With |
7
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Sole Voting Power
0 |
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8
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Shared Voting Power
8,480,470 |
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9
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Sole Dispositive Power
0 |
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10
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Shared Dispositive Power
8,480,470 |
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
8,480,470 |
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☒1
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13
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Percent of Class Represented by Amount in Row (11)
9.99%2 |
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14
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Type of Reporting Person (See Instructions)
CO |
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1
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In addition to an aggregate of 7,213,012 shares of common stock in the aggregate held outright, the reporting persons hold in the aggregate warrants to
purchase 9,017,055 shares of common stock; however, the provisions of such warrants restrict the exercise of such warrants to the extent that, after giving effect to such exercise, the holder of the warrants and its affiliates, together with
any other person or entities with which such holder would constitute a group, would beneficially own in excess of 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise (the “Beneficial
Ownership Cap”). As a result, an aggregate of 1,267,458 shares underlying such warrants are beneficially owned by the reporting persons.
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2
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Based on a total of 84,889,593 shares, including (i) 83,622,135 shares outstanding, as reported by the Issuer in its Definitive Proxy Statement, filed with
the Securities and Exchange Commission (the “SEC”) on April 10, 2020 and (ii) 1,267,458 shares of the Issuer’s common stock issuable upon exercise of warrants held by the reporting persons (subject to the Beneficial Ownership Cap).
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CUSIP No. 00289Y107
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SCHEDULE 13D
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1
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Name of Reporting Person
Dr. Jeffrey R. Jay, M.D. |
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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☐
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(b)
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☐
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
AF |
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6
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Citizenship or Place of Organization
United States |
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Number of
Shares Beneficially Owned by Each Reporting Person With |
7
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Sole Voting Power
0 |
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8
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Shared Voting Power
8,480,470 |
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9
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Sole Dispositive Power
0 |
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10
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Shared Dispositive Power
8,480,470 |
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
8,480,470 |
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☒1
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13
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Percent of Class Represented by Amount in Row (11)
9.99%2 |
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14
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Type of Reporting Person (See Instructions)
IN, HC |
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1
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In addition to an aggregate of 7,213,012 shares of common stock in the aggregate held outright, the reporting persons hold in the aggregate warrants to
purchase 9,017,055 shares of common stock; however, the provisions of such warrants restrict the exercise of such warrants to the extent that, after giving effect to such exercise, the holder of the warrants and its affiliates, together with
any other person or entities with which such holder would constitute a group, would beneficially own in excess of the Beneficial Ownership Cap. As a result, an aggregate of 1,267,458 shares underlying such warrants are beneficially owned by
the reporting persons.
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2
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Based on a total of 84,889,593 shares, including (i) 83,622,135 shares outstanding, as reported by the Issuer in its Definitive Proxy Statement, filed with
the SEC on April 10, 2020 and (ii) 1,267,458 shares of the Issuer’s common stock issuable upon exercise of warrants held by the reporting persons (subject to the Beneficial Ownership Cap).
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CUSIP No. 00289Y107
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SCHEDULE 13D
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1
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Name of Reporting Person
Mr. David Kroin |
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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☐
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(b)
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☐
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
AF |
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6
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Citizenship or Place of Organization
United States |
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Number of
Shares Beneficially Owned by Each Reporting Person With |
7
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Sole Voting Power
0 |
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8
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Shared Voting Power
8,480,470 |
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9
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Sole Dispositive Power
0 |
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10
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Shared Dispositive Power
8,480,470 |
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
8,480,470 |
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☒1
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13
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Percent of Class Represented by Amount in Row (11)
9.99%2 |
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14
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Type of Reporting Person (See Instructions)
IN, HC |
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1
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In addition to an aggregate of 7,213,012 shares of common stock in the aggregate held outright, the reporting persons hold in the aggregate warrants to
purchase 9,017,055 shares of common stock; however, the provisions of such warrants restrict the exercise of such warrants to the extent that, after giving effect to such exercise, the holder of the warrants and its affiliates, together with
any other person or entities with which such holder would constitute a group, would beneficially own in excess of the Beneficial Ownership Cap. As a result, an aggregate of 1,267,458 shares underlying such warrants are beneficially owned by
the reporting persons.
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2
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Based on a total of 84,889,593 shares, including (i) 83,622,135 shares outstanding, as reported by the Issuer in its Definitive Proxy Statement, filed with
the SEC on April 10, 2020 and (ii) 1,267,458 shares of the Issuer’s common stock issuable upon exercise of warrants held by the reporting persons (subject to the Beneficial Ownership Cap).
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CUSIP No. 00289Y107
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SCHEDULE 13D
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Item 4. |
Purpose of Transaction
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CUSIP No. 00289Y107
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SCHEDULE 13D
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CUSIP No. 00289Y107
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SCHEDULE 13D
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GREAT POINT PARTNERS, LLC
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By:
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/s/ Jeffrey R. Jay
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Jeffrey R. Jay
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Senior Managing Member
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/s/ Jeffrey R. Jay
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Jeffrey R. Jay, Individually
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By:
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/s/ David Kroin
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David Kroin, Individually
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