SCHEDULE 13G/A 0001104659-23-021927 0001472322 XXXXXXXX LIVE 3 Common Stock, $0.01 par value 03/31/2025 0000318306 ABEONA THERAPEUTICS INC. 00289Y206 6555 CARNEGIE AVE, 4TH FLOOR CLEVELAND OH 44103 Rule 13d-1(b) Nantahala Capital Management, LLC MA 0.00 4997101.00 0.00 4997101.00 4997101.00 N 9.99 IA Wilmot B. Harkey X1 0.00 4997101.00 0.00 4997101.00 4997101.00 N 9.99 HC Daniel Mack X1 0.00 4997101.00 0.00 4997101.00 4997101.00 N 9.99 HC ABEONA THERAPEUTICS INC. 6555 CARNEGIE AVE, 4TH FLOOR CLEVELAND, OHIO, 44103 (1) Nantahala Capital Management, LLC ("Nantahala") (2) Wilmot B. Harkey (3) Daniel Mack (together the "Reporting Persons") 130 Main St. 2nd Floor, New Canaan, Connecticut 06840 (1) Nantahala is a Massachusetts limited liability company. (2) Each of Messrs. Harkey and Mack is a citizen of the United States of America. N IA HC As of March 31, 2025, Nantahala may be deemed to be the beneficial owner of 4,997,101 Shares held by funds and separately managed accounts under its control, and as the managing members of Nantahala, each of Messrs. Harkey and Mack may be deemed to be a beneficial owner of those Shares. The4,997,101 Shares includes 1,487,251 Shares which may be acquired by the Reporting Persons within sixty days through the exercise of warrants. As of March 31, 2025, each of the Reporting Persons may be deemed to be the beneficial owner of the following percentage of the total number of Shares outstanding: (1) Nantahala Capital Management, LLC ("Nantahala") : 9.99% (2) Wilmot B. Harkey: 9.99% (3) Daniel Mack: 9.99% (1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares. (2) Wilmot B. Harkey: 0 Shares. (3) Daniel Mack: 0 Shares. (1) Nantahala Capital Management, LLC ("Nantahala") : 4,997,101 Shares. (2) Wilmot B. Harkey: 4,997,101 Shares. (3) Daniel Mack: 4,997,101 Shares. (1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares. (2) Wilmot B. Harkey: 0 Shares. (3) Daniel Mack: 0 Shares. (1) Nantahala Capital Management, LLC ("Nantahala") : 4,997,101 Shares. (2) Wilmot B. Harkey: 4,997,101 Shares. (3) Daniel Mack: 4,997,101 Shares. Y Y N Each of Messrs. Harkey and Mack is filing this Schedule 13G as a control person in respect of shares beneficially owned by Nantahala, an investment adviser as described in ss. 240.13d-1(b)(1)(ii)(E). See Item 4(a). Y Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. Nantahala Capital Management, LLC /s/ Taki Vasilakis 05/15/2025 Wilmot B. Harkey /s/ Wilmot B. Harkey 05/15/2025 Daniel Mack /s/ Daniel Mack 05/15/2025