ABEONA THERAPEUTICS INC. Schedule 13G/A amendment reports that Nantahala Capital Management, LLC and its managing members, Wilmot B. Harkey and Daniel Mack, may be deemed beneficial owners of 5,775,350 shares of common stock as of March 31, 2026. The filing states these holdings represent 9.99% of the outstanding shares for each Reporting Person. The disclosure notes 762,298 shares of the total may be acquired within sixty days through the exercise of convertible securities. Shared voting and dispositive power over the 5,775,350 shares is recorded for Nantahala, Harkey and Mack.
Positive
None.
Negative
None.
Insights
Large passive stake disclosed: 5,775,350 shares (9.99%) held through Nantahala.
The filing shows Nantahala and two managing members each report beneficial ownership of 5,775,350 shares, equal to 9.99% as of March 31, 2026. This stake is reported under shared voting and dispositive power, indicating control via managed funds and accounts.
Watch subsequent public filings for any changes in percent ownership or disclosures if convertible securities are exercised within sixty days; timing and cash-flow treatment are not provided in the excerpt.
Schedule 13G/A amendment correctly attributes shared dispositive power and exerciseable conversion exposure.
The amendment states the 5,775,350 shares include 762,298 shares exercisable within sixty days through convertible securities, and identifies Nantahala as an adviser with controlled funds. Each Reporting Person is listed as a control person in respect of these holdings.
Key compliance items: the filing cites beneficial ownership percentages and identifies the fund with dividend/receipt rights. Further amendments may follow if conversions occur or ownership thresholds change.
Key Figures
Beneficial ownership:5,775,350 sharesPercent of class:9.99%Shares exercisable within 60 days:762,298 shares+2 more
5 metrics
Beneficial ownership5,775,350 sharesAs of March 31, 2026
Percent of class9.99%Each Reporting Person as of March 31, 2026
Shares exercisable within 60 days762,298 sharesIncluded in the 5,775,350 total
Sole voting power0 SharesReported for Nantahala, Harkey and Mack
Shared voting/dispositive power5,775,350 sharesReported shared power for each Reporting Person
"may be deemed to be the beneficial owner of 5,775,350 Shares"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
shared dispositive powerregulatory
"Shared Dispositive Power 5,775,350.00"
Schedule 13G/Aregulatory
"Item 1. Name of issuer: ABEONA THERAPEUTICS INC. Item 2. Name of person filing"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
convertible securitiesfinancial
"Include 762,298 Shares which may be acquired...through the exercise of convertible securities"
Convertible securities are bonds or preferred shares that can be exchanged for a company’s common stock at a predetermined price or under specified conditions. They matter because they combine the steadiness of a loan or fixed dividend with the potential upside of ownership; like a safety‑net that carries a one‑time ticket to become a shareholder, they affect expected returns and can dilute existing stock if converted.
What stake does Nantahala report in ABEONA (ABEO)?
Nantahala reports beneficial ownership of 5,775,350 shares, representing 9.99%. The filing states these shares are held by funds and accounts under Nantahala's control as of March 31, 2026.
Do Wilmot B. Harkey and Daniel Mack personally own the reported ABEO shares?
Each is reported as a deemed beneficial owner of 5,775,350 shares, representing 9.99%. They are listed as managing members and control the shares through Nantahala-managed funds and accounts.
How many ABEO shares are exercisable within sixty days?
The amendment states 762,298 shares of the reported holdings may be acquired within sixty days. These are described as exercisable via convertible securities included in the 5,775,350 total.
What voting and disposition powers are reported for ABEO holdings?
The filing reports 0 sole voting and dispositive power and 5,775,350 shares of shared voting and shared dispositive power for each Reporting Person. That reflects collective control through managed accounts.
Does the filing identify any other party with rights over the ABEO shares?
Yes. The filing identifies NANTAHALA CAPITAL PARTNERS LIMITED PARTNERSHIP as a fund advised by Nantahala with rights to dividends or proceeds on more than five percent of the shares reported.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
ABEONA THERAPEUTICS INC.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
00289Y206
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
00289Y206
1
Names of Reporting Persons
Nantahala Capital Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
MASSACHUSETTS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,775,350.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,775,350.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,775,350.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
00289Y206
1
Names of Reporting Persons
Wilmot B. Harkey
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,775,350.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,775,350.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,775,350.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP Number(s):
00289Y206
1
Names of Reporting Persons
Daniel Mack
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,775,350.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,775,350.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,775,350.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
(1) Nantahala Capital Management, LLC ("Nantahala")
(2) Wilmot B. Harkey
(3) Daniel Mack (together the "Reporting Persons")
(b)
Address or principal business office or, if none, residence:
130 Main St. 2nd Floor, New Canaan, Connecticut 06840
(c)
Citizenship:
(1) Nantahala is a Massachusetts limited liability company.
(2) Each of Messrs. Harkey and Mack is a citizen of the United States of America.
(d)
Title of class of securities:
Common Stock, $0.01 par value
(e)
CUSIP No.:
00289Y206
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of March 31, 2026, Nantahala may be deemed to be the beneficial owner of 5,775,350 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. The 5,775,350 Shares Include 762,298 Shares which may be acquired by the Reporting Persons within sixty days through the exercise of convertible securities.
(b)
Percent of class:
As of March 31, 2026, 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%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares.
(2) Wilmot B. Harkey: 0 Shares.
(3) Daniel Mack: 0 Shares.
(ii) Shared power to vote or to direct the vote:
(1) Nantahala Capital Management, LLC ("Nantahala") : 5,775,350 Shares.
(2) Wilmot B. Harkey: 5,775,350 Shares.
(3) Daniel Mack: 5,775,350 Shares.
(iii) Sole power to dispose or to direct the disposition of:
(1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares.
(2) Wilmot B. Harkey: 0 Shares.
(3) Daniel Mack: 0 Shares.
(iv) Shared power to dispose or to direct the disposition of:
(1) Nantahala Capital Management, LLC ("Nantahala") : 5,775,350 Shares.
(2) Wilmot B. Harkey: 5,775,350 Shares.
(3) Daniel Mack: 5,775,350 Shares.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
NANTAHALA CAPITAL PARTNERS LIMITED PARTNERSHIP, a fund advised by Nantahala, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of more than five percent of the outstanding shares of common stock beneficially owned by Nantahala reported herein.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
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).
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
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.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
