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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): April 1, 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 5.02 | Departure
of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On
April 1, 2026, the Board of Directors (the “Board”) of Abeona Therapeutics Inc. (the “Company”), acting upon
the recommendation of its Nominating and Corporate Governance Committee, expanded the size of the Board from nine to ten members and
appointed Keith A. Goldan as a member of the Board of the Company as a Class 1 director. Mr. Goldan will serve on the Board for a term
expiring at the Company’s 2026 annual meeting of stockholders. The Board also appointed Mr. Goldan to serve as Chair of the Audit
Committee.
The
Board determined that Mr. Goldan is an independent director under applicable Nasdaq listing rules. There are no family relationships
between Mr. Goldan and any director or executive officer of the Company, and there are no transactions between Mr. Goldan and the Company
that would be required to be reported under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Goldan
and any other person pursuant to which Mr. Goldan was appointed as a director.
Mr.
Goldan will receive an annual Board fee of $50,000 in cash and a one-time sign-on equity grant in the amount of $150,000 worth of Company
stock, in the form of restricted stock awards with a one-year vesting period. Mr. Goldan will be eligible for the Board’s next
regular equity grant in 2027, which is determined annually by the Board upon recommendation of the Compensation Committee of the Board,
based on the advice of an external compensation consultant.
| Item 7.01 | Regulation
FD Disclosure. |
On
April 7, 2026, the Company issued a press release announcing Mr. Goldan’s appointment to the Board. A copy of the press release
is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial
Statements and Exhibits. |
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated April 7, 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:
April 7, 2026 |
|
|
Exhibit 99.1

Abeona Therapeutics® Announces Appointment of
Keith A. Goldan to its Board of Directors
CLEVELAND, April 7, 2026 – Abeona Therapeutics
Inc. (Nasdaq: ABEO) today announced the appointment of Keith A. Goldan as a new independent member to its Board of Directors, effective
as of April 1, 2026. Mr. Goldan will also serve as Chairman of Abeona’s Audit Committee. Mr. Goldan brings more than two decades
of financial leadership experience across publicly traded commercial-stage biotechnology and specialty pharmaceutical companies. His appointment
to the Board of Directors reflects Abeona’s continued focus on strengthening its leadership team to advance both strategic and financial
objectives.
“On behalf of the Board, we are delighted
to welcome Keith to Abeona,” said Michael Amoroso, Chairman of Abeona’s Board of Directors. “Keith’s deep experience
in capital markets, corporate development, and operational scaling will be an invaluable voice as we continue to position Abeona for growth
as a commercial-stage biotech company.”
Mr. Goldan is an accomplished financial leader, currently
serving as Chief Financial Officer of Syndax Pharmaceuticals since 2022 where he has provided leadership through their first two product
approvals and commercialization. Prior to his current role, Mr. Goldan served as Chief Financial Officer of Optinose, a publicly traded
specialty pharmaceutical company, where he played a key role in building the infrastructure to support the successful US launch of its
lead product. Prior to Optinose, he was Chief Financial Officer and Senior Vice President of Fibrocell, a publicly traded cell and gene
therapy company.
Mr. Goldan also held Chief Financial Officer roles
at NuPathe, PuriCore plc and Biosyn, and served in the financial leadership positions at ViroPharma and KPMG. Across these roles, he led
finance, accounting, IT, HR and corporate development functions; successfully raised capital through multiple IPOs, capital market transactions
and related financing vehicles; and executed several merger and acquisition transactions.
“I am excited to join the Board of Directors
at Abeona at this important time in the organization’s growth as commercial momentum continues to build for its first US launch,”
said Mr. Goldan. “I look forward to partnering with the talented leadership team at Abeona to advance strategic priorities and drive
value for patients and shareholders.”
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 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 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;
the impact of any changes in the financial markets and global economic conditions, including those resulting from changes to U.S. 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