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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): October 16, 2023
ABEONA
THERAPEUTICS INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-15771 |
|
83-0221517 |
(State
or other jurisdiction of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
6555
Carnegie Ave, 4th Floor
Cleveland,
OH 44103
(Address
of principal executive offices) (Zip Code)
(646)
813-4701
(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 (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of Each Class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
| Common
Stock, $0.01 par value |
|
ABEO |
|
Nasdaq
Capital Markets |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
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 13(a) of the Exchange Act. ☐
| Item
4.01. |
Changes
in Registrant’s Certifying Accountant. |
(a)
New Independent Registered Public Accounting Firm
On
October 17, 2023, the Audit Committee (the “Committee”) of the Board of Directors of Abeona Therapeutics, Inc. (“we,”
“our,” “us,” or the “Company”) approved the engagement of Deloitte & Touche LLP (“Deloitte”),
to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2023 with such appointment to
be effective as of October 17, 2023.
During
the years ended December 31, 2022 and 2021, and the subsequent interim period through the date of this Current Report, neither we nor
anyone acting on our behalf consulted with Deloitte regarding either (i) the application of accounting principles to a specific, completed
or proposed transaction, or the type of audit opinion that might be rendered on our financial statements or (ii) any matter that was
either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of
Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).
(b)
Previous Independent Registered Public Accounting Firm
On
October 16, 2023, Whitley Penn LLP (“Whitley Penn”) was informed that the Committee approved Whitley Penn’s
dismissal as the Company’s independent registered public accounting firm with such dismissal to be effective immediately.
Whitley
Penn’s reports on our consolidated financial statements for each of our fiscal years ended December 31, 2022 and 2021 did not contain
any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
During
the Company’s fiscal years ended December 31, 2022 and 2021, and the subsequent interim period through the date of this Current
Report: (i) there were no disagreements between the Company and Whitley Penn on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Whitley Penn’s satisfaction, would
have caused Whitley Penn to make reference to the subject matter of the disagreements in connection with its reports on the financial
statements for such years and (ii) there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
We
have provided Whitley Penn with a copy of the foregoing disclosures and have requested that Whitley Penn furnish us with a letter addressed
to the United States Securities and Exchange Commission stating that it agrees with the above disclosures. Attached as Exhibit 16.1 is
a copy of that letter, dated October 17, 2023.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits.
SIGNATURE
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/
Joseph Vazzano |
| |
Name: |
Joseph
Vazzano |
| |
Title:
|
Chief
Financial Officer |
| |
|
|
| Date:
October 18, 2023 |
