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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): March 17, 2026
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)) |
| Title
of Each Class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
| Common
Stock, $0.01 par value |
|
ABEO |
|
The
Nasdaq Capital Market |
Securities
registered pursuant to Section 12(b) of the Act:
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
2.02. Results of Operations and Financial Condition.
On
March 17, 2026, Abeona Therapeutics Inc. issued a press release regarding its financial results for the year ended December 31, 2025.
The full text of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein.
The
information in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press release dated March 17, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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:
March 17, 2026
Exhibit 99.1

Abeona
Therapeutics® Reports Full Year 2025 Financial Results and Corporate Updates
-
First ZEVASKYN® commercial patient treatment completed in December -
-
ZEVASKYN launch momentum building in first quarter 2026 –
-
$191.4M in cash, cash equivalents and short-term investments as of December 31, 2025 -
CLEVELAND,
Mar. 17, 2026 – Abeona Therapeutics Inc. (Nasdaq: ABEO) today reported financial results for the full year of 2025 and recent operational
progress.
“2026
is about building a steady cadence of biopsies and treatments,” said Vish Seshadri, Chief Executive Officer of Abeona. “We
are focused on ensuring every ZEVASKYN patient has a seamless experience throughout their treatment journey. Establishing these commercial
foundations will position us to scale-up ZEVASKYN in 2026 and beyond.”
ZEVASKYN
(prademagene zamikeracel) updates
| ● | First
ZEVASKYN commercial patient treatment completed in December; launch momentum building in
first quarter 2026: Following the optimization of a release assay in 2025, ZEVASKYN commercial
launch activities commenced in the fourth quarter, with the first patient treatment completed
in December prior to a mandatory annual manufacturing facility shutdown. Since resuming manufacturing
in late January 2026, multiple biopsies have been collected with additional biopsies expected
this month. One patient has completed treatment with ZEVASKYN so far in 2026, and other collected
biopsies are at various stages in the manufacturing process. |
| ● | Growing
ZEVASKYN treatment experience expected to catalyze further ZEVASKYN demand: Growing ZEVASKYN
treatment experience across the initial Qualified Treatment Center (QTC) network is establishing
the institutional workflows and scalable foundation necessary to accelerate patient throughput
and streamline the referral-to-treatment timeline. As the RDEB community shares in the positive
experiences of the initial ZEVASKYN patients, the Company believes this will continue to
catalyze sustained demand for ZEVASKYN. |
| ● | Abeona
expands patient access to ZEVASKYN across Texas and the Gulf Coast region with activation
of its newest QTC: In December, the Company announced activation of The University of
Texas Medical Branch (UTMB), in Galveston, Texas, as the fourth QTC for ZEVASKYN. UTMB is
a major academic medical center renowned for its expertise in comprehensive complex skin
disease and wound care. |
Full
Year 2025 Financial Results
Abeona
reported total revenue of $5.8 million for the year ended December 31, 2025. This was comprised of $3.4 million in license and other
revenues and $2.4 million in net product revenue. License and other revenues were driven by a clinical milestone reached under the October
2020 sublicense agreement with Taysha Gene Therapies for its investigational Rett syndrome gene therapy.
Net
product revenue reflects the single patient treatment in December. While net product revenue reflects Medicaid coverage for the patient
treated in December, the Company expects average net revenues to normalize over time as the payer mix expands to include commercially
insured patients. Cash was received from the December treatment in the first quarter 2026.
Cost
of sales for 2025 was $1.5 million, primarily driven by the first commercial ZEVASKYN treatment in December and costs from an August
production batch that was not released due to technical challenges related to the FDA-mandated rapid sterility lot release assay.
Total
research and development (R&D) spending for 2025 decreased $7.6 million to $26.8 million, compared to $34.4 million in 2024. This
reduction was primarily driven by the April 2025 FDA approval of ZEVASKYN, which resulted in certain production costs being capitalized
into inventory and engineering runs that are no longer classified as R&D expense.
Selling,
general and administrative (SG&A) expenses for 2025 were $65.0 million, an increase of $35.1 million over 2024. This increase primarily
reflects Abeona’s commercial transition following the April 2025 FDA approval of ZEVASKYN, including $18.6 million in personnel
and stock-based compensation and $2.3 million in direct commercialization costs. Additionally, certain engineering and training expenses
previously classified as R&D were transitioned to SG&A post-approval.
In
May 2025, Abeona sold the Rare Pediatric Disease Priority Review Voucher (PRV) awarded following the FDA’s approval of ZEVASKYN.
The Company received $155.0 million in gross proceeds from the sale in June 2025, resulting in a $152.4 million gain net of $2.6 million
in transaction costs.
Net
income was $71.2 million for the year ended December 31, 2025, or $1.34 per basic and $1.01 per diluted common share. Net loss in 2024
was $(63.7) million, or $(1.55) per basic and diluted common share.
Cash,
cash equivalents and short-term investments totaled $191.4 million as of December 31, 2025.
Conference
Call Details
The
Company will host a conference call and webcast on Tuesday, March 17, 2026 at 8:30 a.m. ET to discuss its 2025 financial results and
corporate progress. To access the call, dial 888-506-0062 (U.S. toll-free) or 973-528-0011 (international) and Entry Code: 977217 five
minutes prior to the start of the call. A live, listen-only webcast and archived replay of the call can be accessed on the Investors
& Media section of Abeona’s website at https://investors.abeonatherapeutics.com/events. The archived webcast replay
will be available for 30 days following the call.
About
Abeona Therapeutics
Abeona
Therapeutics Inc. is a commercial-stage biopharmaceutical company developing cell and gene therapies for serious diseases. Abeona’s
ZEVASKYN® (prademagene zamikeracel) is the first and only autologous cell-based gene therapy for the treatment of wounds
in adults and pediatric patients with recessive dystrophic epidermolysis bullosa (RDEB). The Company’s fully integrated cell and
gene therapy cGMP manufacturing facility in Cleveland, Ohio serves as the manufacturing site for ZEVASKYN commercial production. The
Company’s development portfolio features adeno-associated virus (AAV)-based gene therapies for ophthalmic diseases with high unmet
medical need. Abeona’s novel, next-generation AAV capsids are being evaluated for a variety of devastating diseases. For more information,
visit www.abeonatherapeutics.com.
ZEVASKYN®,
Abeona AssistTM, Abeona Therapeutics®, and their related logos are trademarks of Abeona Therapeutics Inc.
Forward-Looking
Statements
This
press release contains certain statements that are forward-looking within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and that involve risks and uncertainties. We have attempted
to identify forward-looking statements by such terminology as “may,” “will,” “believe,” “anticipate,”
“expect,” “intend,” “potential,” and similar words and expressions (as well as other words or expressions
referencing future events, conditions or circumstances), which constitute and are intended to identify forward-looking statements. Actual
results may differ materially from those indicated by such forward-looking statements as a result of various important factors, numerous
risks and uncertainties, including but not limited to, our ability to successfully commercialize and market ZEVASKYN, including manufacturing
sufficient batches of ZEVASKYN to meet demand; the therapeutic potential of ZEVASKYN; whether the unmet need and market opportunity for
ZEVASKYN are consistent with the Company’s expectations; continued interest in our rare disease portfolio; our ability to enroll
patients in clinical trials; the outcome of future meetings with and inspections by the FDA or other regulatory agencies, including those
relating to preclinical programs and to the cGMP manufacturing of ZEVASKYN; the ability to achieve or obtain necessary regulatory approvals
for our pre-clinical programs; our ability to execute on our key business priorities; the impact of any changes in the financial markets
and global economic conditions, including those resulting from changes to U.S. or other countries’ trade policy, such as current
or future tariffs; risks associated with data analysis and reporting; and other risks disclosed in the Company’s most recent Annual
Report on Form 10-K and subsequent periodic reports filed with the Securities and Exchange Commission. The Company undertakes no obligation
to revise these forward-looking statements or to update them to reflect events or circumstances occurring after the date of this press
release, whether as a result of new information, future developments or otherwise, except as required by the federal securities laws.
Contacts:
Investor
and Media
Greg
Gin
VP, Investor Relations and Corporate Communications
Abeona Therapeutics
ir@abeonatherapeutics.com
Investor
Lee
M. Stern
Meru
Advisors
lstern@meruadvisors.com
ABEONA
THERAPEUTICS INC. AND SUBSIDIARIES
Consolidated Statements of Operations and Comprehensive Income (Loss)
(In
thousands, except share and per share amounts)
| | |
For the years ended December 31, | |
| | |
2025 | | |
2024 | |
| | |
| | |
| |
| Revenues: | |
| | | |
| | |
| Product revenue, net | |
$ | 2,420 | | |
$ | — | |
| License and other revenues | |
| 3,400 | | |
| — | |
| Total revenues | |
| 5,820 | | |
| — | |
| | |
| | | |
| | |
| Costs and expenses: | |
| | | |
| | |
| Cost of sales | |
| 1,532 | | |
| — | |
| Royalties | |
| 1,893 | | |
| — | |
| Research and development | |
| 26,812 | | |
| 34,360 | |
| Selling, general and administrative | |
| 65,031 | | |
| 29,851 | |
| Total costs and expenses | |
| 95,268 | | |
| 64,211 | |
| | |
| | | |
| | |
| Loss from operations | |
| (89,448 | ) | |
| (64,211 | ) |
| | |
| | | |
| | |
| Interest income | |
| 5,556 | | |
| 4,246 | |
| Interest expense | |
| (3,740 | ) | |
| (4,208 | ) |
| Change in fair value of warrant and derivative liabilities | |
| 6,139 | | |
| (755 | ) |
| Gain from sale of priority review voucher, net | |
| 152,366 | | |
| — | |
| Other income, net | |
| 410 | | |
| 1,194 | |
| Income (loss) before income taxes | |
| 71,283 | | |
| (63,734 | ) |
| Income tax (benefit) expense | |
| 100 | | |
| — | |
| Net income (loss) | |
$ | 71,183 | | |
$ | (63,734 | ) |
| | |
| | | |
| | |
| Basic income (loss) per common share | |
$ | 1.34 | | |
$ | (1.55 | ) |
| Dilutive income (loss) per common share | |
$ | 1.01 | | |
$ | (1.55 | ) |
| | |
| | | |
| | |
| Weighted average number of common shares outstanding: | |
| | | |
| | |
| Basic | |
| 52,952,917 | | |
| 41,048,206 | |
| Dilutive | |
| 66,135,821 | | |
| 41,048,206 | |
| | |
| | | |
| | |
| Other comprehensive income (loss): | |
| | | |
| | |
| Change in unrealized gains related to available-for-sale debt securities | |
| 130 | | |
| 74 | |
| Comprehensive income (loss) | |
$ | 71,313 | | |
$ | (63,660 | ) |
ABEONA
THERAPEUTICS INC. AND SUBSIDIARIES
Consolidated
Balance Sheets
(In
thousands, except share and per share amounts)
| | |
December 31, 2025 | | |
December 31, 2024 | |
| | |
| | |
| |
| ASSETS | |
| | | |
| | |
| Current assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 78,437 | | |
$ | 23,357 | |
| Short-term investments | |
| 112,967 | | |
| 74,363 | |
| Restricted cash | |
| — | | |
| 338 | |
| Accounts receivable, net | |
| 6,147 | | |
| — | |
| Inventory | |
| 5,493 | | |
| — | |
| Other receivables | |
| 568 | | |
| 1,652 | |
| Prepaid expenses and other current assets | |
| 1,294 | | |
| 1,143 | |
| Total current assets | |
| 204,906 | | |
| 100,853 | |
| Property and equipment, net | |
| 9,921 | | |
| 4,430 | |
| Operating lease right-of-use assets | |
| 3,962 | | |
| 3,552 | |
| Other assets | |
| 781 | | |
| 96 | |
| Total assets | |
$ | 219,570 | | |
$ | 108,931 | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 7,889 | | |
$ | 3,441 | |
| Accrued expenses | |
| 8,467 | | |
| 6,333 | |
| Current portion of long-term debt | |
| 12,222 | | |
| 5,926 | |
| Current portion of operating lease liability | |
| 864 | | |
| 823 | |
| Accrued taxes | |
| 126 | | |
| — | |
| Other current liabilities | |
| 2 | | |
| 64 | |
| Total current liabilities | |
| 29,570 | | |
| 16,587 | |
| Long-term operating lease liabilities | |
| 4,069 | | |
| 3,262 | |
| Long-term debt | |
| 7,813 | | |
| 13,037 | |
| Warrant liabilities | |
| 18,902 | | |
| 32,014 | |
| Total liabilities | |
| 60,354 | | |
| 64,900 | |
| Commitments and contingencies | |
| | | |
| | |
| Stockholders’ equity: | |
| | | |
| | |
| Preferred stock - $0.01 par value; authorized 2,000,000 shares; No shares issued and outstanding as of December 31, 2025 and 2024, respectively | |
| — | | |
| — | |
| Common stock - $0.01 par value; authorized 200,000,000 shares; 55,043,413 and 45,644,091 shares issued and outstanding as of December 31, 2025 and 2024, respectively | |
| 550 | | |
| 457 | |
| Additional paid-in capital | |
| 900,603 | | |
| 856,824 | |
| Accumulated deficit | |
| (742,075 | ) | |
| (813,258 | ) |
| Accumulated other comprehensive loss | |
| 138 | | |
| 8 | |
| Total stockholders’ equity | |
| 159,216 | | |
| 44,031 | |
| Total liabilities and stockholders’ equity | |
$ | 219,570 | | |
$ | 108,931 | |