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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): November 9, 2026
ABEONA
THERAPEUTICS INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-15771 |
|
83-0221517 |
| (State or other jurisdiction |
|
(Commission |
|
(I.R.S. Employer |
| of incorporation) |
|
File
Number) |
|
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 |
|
The
Nasdaq Capital Market |
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
November 9, 2026, Abeona Therapeutics Inc. (the “Company”) issued a press release regarding its financial results for the
quarter ended September 30, 2026. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated into this Item
2.02 by reference.
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 (the “Securities Act”), except as expressly set forth by specific reference in such a filing.
Item
7.01 Regulation FD Disclosure.
On
November 9, 2026, the Company disseminated an investor presentation. A copy of the investor presentation is furnished
as Exhibit 99.2 to this Current Report on Form 8-K.
The
information furnished in this Item 7.01 and Exhibit 99.2 attached hereto is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference into any filing under the Securities Act, except as may be expressly set forth by specific reference in such filing.
The
Company expressly disclaims any obligation to update or revise any of the information contained in the investor presentation.
The investor presentation is available on the Company’s website located at www.abeonatherapeutics.com, although
the Company reserves the right to discontinue that availability at any time.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated November 9, 2026 |
| 99.2 |
|
Investor Presentation of the Company dated November 9, 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:
November 9, 2026
Exhibit 99.1

Abeona
Therapeutics® Reports Third Quarter 2026 Financial Results and ZEVASKYN® Commercial Progress
–
Q3 net ZEVASKYN revenue of $13.5 million, up 18% sequentially over Q2 –
–
15 ZEVASKYN treatments completed since launch, including six during Q3 –
-
QTC network expanded to eight sites; four centers have completed patient treatments –
-
ZEVASKYN NTAP status became effective October 1, 2026 –
-
$134.9 million in cash, cash equivalents and short-term investments as of September 30, 2026 –
-
Separately announced acquisition of Phase 3-ready APT-1011 in eosinophilic esophagitis (EoE) and $30 million PIPE financing
–
CLEVELAND,
November 9, 2026 – Abeona Therapeutics Inc. (Nasdaq: ABEO) today reported third-quarter 2026 financial results and provided an
update on the commercial launch of ZEVASKYN.
“Maximizing
the opportunity for ZEVASKYN remains our number one priority.
During the third quarter, we continued to build the commercial foundation for ZEVASKYN, with expansion of our QTC network and more centers
gaining firsthand treatment experience,” said Vish Seshadri, Ph.D., Chief Executive Officer of Abeona Therapeutics. “The
acquisition of APT-1011 represents an important step in building Abeona into a diversified commercial-stage company, adding a uniquely
differentiated late-stage orphan-drug asset with substantial commercial potential in a rapidly growing disease with high unmet
need.”
ZEVASKYN
Commercial Update
ZEVASKYN
treatment activity increased in the third quarter. Since launch, 15 patient treatments have been completed with ZEVASKYN, including
six during the third quarter of 2026.
Broader
qualified treatment center (QTC) participation supported increased ZEVASKYN treatment activity. Abeona expanded its national ZEVASKYN
QTC network to eight sites during the third quarter, increasing geographic access for eligible patients:
| - | Children’s
Hospital of Philadelphia and the University of Texas Medical Branch completed their first
ZEVASKYN patient treatments during the third quarter, increasing the number of QTCs with
treatment experience from two to four. |
| - | University
of Florida (UF) Health in Gainesville, Florida, was activated in September 2026 as the eighth
ZEVASKYN QTC, expanding access for eligible pediatric and adult RDEB patients in Florida
and the Southeastern U.S. |
| - | Cincinnati
Children’s, one of the largest epidermolysis bullosa treatment centers in the U.S.,
was activated as a ZEVASKYN QTC in July 2026 |
New
Technology Add-On Payment (NTAP) status for ZEVASKYN became effective October 1, 2026. Under the Centers for Medicare & Medicaid
Services (CMS) fiscal year 2027 Hospital Inpatient Prospective Payment System Final Rule. Under the standard NTAP pathway, qualifying
technologies must be new and meaningfully differentiated from existing technologies, meet CMS cost criteria, and demonstrate substantial
clinical improvement relative to existing treatments. NTAP provides a pathway for eligible hospitals to receive supplemental reimbursement,
in addition to the diagnosis-related group base payment, when treating eligible Medicare beneficiaries with ZEVASKYN. This designation
is expected to help support patient access and hospital adoption among eligible Medicare beneficiaries, who represent approximately 10
percent of RDEB patients.
Corporate
and Pipeline Developments
Abeona
acquired APT-1011, now ABO-801, from Ellodi Pharmaceuticals and announced a $30 million PIPE financing. In a separate
press release issued today, Abeona announced the acquisition of ABO-801, a Phase 3-ready, once-daily oral disintegrating tablet formulation
of fluticasone propionate in development for EoE. Under the terms of the asset purchase agreement, Abeona has issued to
Ellodi $20 million of Abeona common stock at closing, with no upfront cash consideration. Ellodi is also eligible to receive payments
of $30 million upon FDA approval of ABO-801 and up to an additional $30 million upon achievement of specified sales milestones. In addition,
Ellodi is eligible to receive tiered royalties on net sales of ABO-801 ranging from low to mid teen percentages.
Also announced in a separate press release
issued today, Abeona entered into a securities
purchase agreement for a private placement of $30 million in gross proceeds before fees and expenses. The Company intends
to use the net proceeds from the Private Placement for general corporate purposes, including funding the development of the
Company’s product candidate pipeline and supporting commercialization efforts for ZEVASKYN.
Ultragenyx
secures U.S. FDA approval of FAYUVI™. In September, Ultragenyx Pharmaceutical Inc. received FDA approval of FAYUVI (rebisufligene
etisparvovec-hopf) gene therapy for Sanfilippo Syndrome Type A (MPS IIIA). Abeona previously advanced the program before licensing it
to Ultragenyx in May 2022. Pursuant to its licensing agreement with Ultragenyx, Abeona is eligible to receive certain commercial milestone
payments and tiered royalties of up to 8 percent on future product sales.
Third
Quarter 2026 Financial Results
Net
ZEVASKYN revenue for the quarter ended September 30, 2026 was $13.5 million, an 18% increase compared with $11.4 million for the second
quarter of 2026. As previously disclosed in August 2026, revenue was not recognized for one treatment in the third quarter because the
associated batch did not meet the release criterion for the identity assay.
Cost
of sales was $5.7 million for the third quarter of 2026, compared with $4.2 million for the second quarter of 2026.
Research
and development expenses were $3.7 million for the third quarter of 2026, compared with $5.0 million for the second quarter of 2026.
Selling,
general and administrative expenses were $17.1 million for the third quarter of 2026, compared with $15.8 million for the second quarter
of 2026.
Net
loss was $(4.8) million, or $(0.08) per basic and diluted common share, for the quarter ended September 30, 2026, compared with a net
loss of $(20.2) million, or $(0.35) per basic and diluted common share, for the second quarter of 2026.
Cash,
cash equivalents and short-term investments totaled $134.9 million as of September 30, 2026, compared with $146.8 million as of June
30, 2026. The September 30, 2026 balance excludes the $30 million in gross proceeds from the private placement financing completed after
quarter end.
Conference
Call Details
The
Company will host a conference call and webcast on November 9, 2026, at 8:30 a.m. ET to discuss the third-quarter financial results,
ZEVASKYN commercial progress and the acquisition of ABO-801 and PIPE financing. To access the call, dial 888-506-0062 (U.S. toll-free)
or 973-528-0011 (international) and Entry Code: 208009 five minutes prior to the start of the call. A live, listen-only webcast can be
accessed on the Investors & Media section of Abeona’s website at https://investors.abeonatherapeutics.com/events. An
archived webcast replay will be available for 30 days following the call.
About
Abeona Therapeutics
Abeona
Therapeutics Inc. is a commercial-stage biopharmaceutical company building a portfolio of therapies for rare and serious diseases with
multiple opportunities for value creation. The Company’s portfolio includes ZEVASKYN® (prademagene zamikeracel),
the first and only autologous cell-based gene therapy for the treatment of wounds in adults and pediatric patients with recessive dystrophic
epidermolysis bullosa; ABO-801, a Phase 3-ready product candidate for eosinophilic esophagitis; and ABO-701 (PSMA-SIR-T™), an investigational
engineered T-cell therapy targeting PSMA. For more information, visit www.abeonatherapeutics.com.
ZEVASKYN®,
Abeona Assist®, 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 maintain existing and obtain additional regulatory approvals of
ZEVASKYN® and any future product candidates; our ability to successfully commercialize and market ZEVASKYN® and any future product
candidates, if approved, and the timing of any commercialization and marketing efforts; our ability to manufacture sufficient batches
of ZEVASKYN® to meet demand; our ability to manufacture ZEVASKYN® batches that meet certain product release specifications that
were required by FDA at the time of BLA approval and implemented based on a limited clinical dataset; the FDA’s willingness to
revise such release specifications to reflect real-world manufacturing experience; our ability to manufacture from provided biopsy material
a ZEVASKYN® batch for which revenue may ultimately be recognized, which depends on such factors as qualified treatment centers obtaining
biopsy samples from ZEVASKYN® patients of sufficient quality to act as starting material for manufacturing ZEVASKYN®, patient-to-patient
variability in cell growth during the ZEVASKYN® manufacturing process, patient health deterioration in close proximity to ZEVASKYN®
treatment such that treatment is no longer possible, and expiration of ZEVASKYN®’s 84-hour shelf-life before surgical application
of ZEVASKYN® can be performed; our ability to activate additional qualified treatment centers to administer ZEVASKYN® on patients;
our ability to realize the anticipated benefits of the acquisition, including integration, of ABO-801 into our business; ABO-801 may
not progress through clinical development or receive required regulatory approvals within expected timelines or at all; clinical trials
may not confirm any safety, potency or other product characteristics described or anticipated in this press release; our ability to obtain,
maintain, defend, and enforce patent and other intellectual property protection for ABO-801, and to successfully defend against any third-party
challenges to the validity, scope, or enforcement of such patents; our ability to consummate the private placement financing or realize
the anticipated benefits from the transaction; the risk that commercial demand for FAYUVI may be less than anticipated and we thus may
not receive any milestone, royalty, or other payments from Ultragenyx pursuant to our licensing agreement; the ability of qualified
treatment centers to enroll patients for treatment or administer ZEVASKYN® on patients; our ability submit an investigational new
drug application for ABO-701 and enroll patients in new clinical trials; our ability to access additional financial resources and/or
our financial flexibility to reduce operating expenses if required; our ability to obtain additional equity funding from current or new
stockholders; the potential impact of unpredicted changes in the structure and/or administration of the United States government or its
agencies; our ability to out-license technology and/or other assets, deferring and/or eliminating planned expenditures, restructuring
operations and/or reducing headcount, and sales of assets; the dilutive effect that raising additional funds by selling additional equity
securities would have on the relative equity ownership of our existing investors, including under our existing at-the-market sale agreement;
the outcome of any interactions with the FDA or other regulatory agencies relating to any of our products or product candidates; our
ability to continue to secure and maintain regulatory designations for our product candidates; our ability to develop manufacturing capabilities
compliant with current good manufacturing practices for our product candidates; our ability to manufacture cell and gene therapy products
and produce an adequate product supply to support clinical trials and potentially future commercialization; the rate and degree of market
acceptance of our product candidates for any indication once approved; our ability to meet our obligations contained in license agreements
to which we are party; and macroeconomic uncertainty resulting from changes to U.S. trade policy, including current or future tariffs
or other trade restrictions.
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
Condensed
Consolidated Statements of Operations
(In
thousands, except share and per share amounts)
(Unaudited)
| | |
For the three months ended September 30, | | |
For the nine months ended September 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| | |
| | |
| | |
| | |
| |
| Revenues: | |
| | | |
| | | |
| | | |
| | |
| Product revenue, net | |
$ | 13,491 | | |
$ | — | | |
$ | 33,591 | | |
$ | — | |
| License and other revenues | |
| — | | |
| — | | |
| — | | |
| 400 | |
| Total revenues | |
| 13,491 | | |
| — | | |
| 33,591 | | |
| 400 | |
| | |
| | | |
| | | |
| | | |
| | |
| Costs and expenses: | |
| | | |
| | | |
| | | |
| | |
| Cost of sales | |
| 5,713 | | |
| 488 | | |
| 12,586 | | |
| 488 | |
| Royalties | |
| — | | |
| — | | |
| — | | |
| 100 | |
| Research and development | |
| 3,672 | | |
| 4,216 | | |
| 18,248 | | |
| 20,100 | |
| Selling, general and administrative | |
| 17,107 | | |
| 19,314 | | |
| 52,444 | | |
| 46,249 | |
| Total costs and expenses | |
| 26,492 | | |
| 24,018 | | |
| 83,278 | | |
| 66,937 | |
| Loss from operations | |
| (13,001 | ) | |
| (24,018 | ) | |
| (49,687 | ) | |
| (66,537 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Interest income | |
| 2,263 | | |
| 1,672 | | |
| 4,972 | | |
| 4,009 | |
| Interest expense | |
| (557 | ) | |
| (901 | ) | |
| (2,083 | ) | |
| (2,856 | ) |
| Change in fair value of warrant liabilities | |
| 6,507 | | |
| 2,760 | | |
| 4,702 | | |
| 4,617 | |
| Gain from sale of priority review voucher, net | |
| — | | |
| — | | |
| — | | |
| 152,366 | |
| Other (loss) income, net | |
| (2 | ) | |
| 129 | | |
| 42 | | |
| 359 | |
| (Loss) income before income taxes | |
| (4,790 | ) | |
| (20,358 | ) | |
| (42,054 | ) | |
| 91,958 | |
| Income tax expense (benefit) | |
| 18 | | |
| (15,197 | ) | |
| 20 | | |
| 315 | |
| Net (loss) income | |
$ | (4,808 | ) | |
$ | (5,161 | ) | |
$ | (42,074 | ) | |
$ | 91,643 | |
| | |
| | | |
| | | |
| | | |
| | |
| Basic (loss) income per common share | |
$ | (0.08 | ) | |
$ | (0.10 | ) | |
$ | (0.74 | ) | |
$ | 1.76 | |
| Dilutive (loss) income per common share | |
$ | (0.08 | ) | |
$ | (0.10 | ) | |
$ | (0.74 | ) | |
$ | 1.35 | |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average number of common shares outstanding: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 57,858,292 | | |
| 54,242,507 | | |
| 57,180,398 | | |
| 52,198,290 | |
| Dilutive | |
| 57,858,292 | | |
| 54,242,507 | | |
| 57,180,398 | | |
| 65,780,650 | |
ABEONA
THERAPEUTICS INC. AND SUBSIDIARIES
Condensed
Consolidated Balance Sheets
(In
thousands, except share amounts)
(Unaudited)
| | |
September 30, 2026 | | |
December 31, 2025 | |
| | |
| |
| Cash, cash equivalents and short-term investments | |
$ | 134,941 | | |
$ | 191,404 | |
| Total assets | |
$ | 171,924 | | |
$ | 219,570 | |
| Total liabilities | |
$ | 46,048 | | |
$ | 60,354 | |
| Total stockholders’ equity | |
$ | 125,876 | | |
$ | 159,216 | |
| | |
| | | |
| | |
| Common stock outstanding | |
| 57,168,018 | | |
| 55,043,413 | |
| Common stock and common stock equivalents* | |
| 70,973,871 | | |
| 69,103,212 | |
| | |
| | | |
| | |
| *Common stock and common stock equivalents: | |
| | | |
| | |
| Common stock | |
| 57,168,018 | | |
| 55,043,413 | |
| Common stock warrants (pre-funded) | |
| 4,933,489 | | |
| 5,113,321 | |
| Common stock and pre-funded warrants | |
| 62,101,507 | | |
| 60,156,734 | |
| Options to purchase common stock | |
| 101,905 | | |
| 176,019 | |
| Conversion option to redeem common stock | |
| 614,251 | | |
| 614,251 | |
| Warrants to purchase common stock | |
| 8,156,208 | | |
| 8,156,208 | |
| Total common stock and common stock equivalents | |
| 70,973,871 | | |
| 69,103,212 | |