Nantahala reports 3.33M shares (5.82%) of Abeona

ABEONA THERAPEUTICS INC. reports amended beneficial ownership by Nantahala Capital Partners.

Rhea-AI Filing Summary

ABEONA THERAPEUTICS INC. reports amended beneficial ownership by Nantahala Capital Partners. As of March 31, 2026, Nantahala may be deemed the beneficial owner of 3,333,757 shares, representing 5.82% of the class based on 57,049,023 shares outstanding as of December 31, 2025. The reported total includes 179,832 shares that may be acquired within sixty days upon exercise of securities. The filing shows shared voting and dispositive power over the full position.

Insights

Corporate Governance Analyst

Nantahala reports a 5.82% stake in Abeona, including short‑term exercisable securities.

The filing states Nantahala may be deemed beneficial owner of 3,333,757 shares as of March 31, 2026, based on 57,049,023 shares outstanding as of December 31, 2025. It expressly includes 179,832 shares exercisable within sixty days.

All reported voting and dispositive power is shared for the full amount. Future disclosures or Schedule 13D changes would be required if Nantahala’s intent or control changes.

Key Figures

Beneficial ownership: 3,333,757 shares Percent of class: 5.82% Exercisable within 60 days: 179,832 shares

3 metrics

Beneficial ownership 3,333,757 shares As of <date>March 31, 2026</date>

Percent of class 5.82% Based on 57,049,023 shares outstanding as of <date>December 31, 2025</date>

Exercisable within 60 days 179,832 shares Included in the reported beneficial ownership total

Key Terms

beneficial owner, shared dispositive power, exercisable within sixty days

3 terms

beneficial owner regulatory

"may be deemed to be the beneficial owner of 3,333,757 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 power regulatory

"Shared Dispositive Power 3,333,757.00"

exercisable within sixty days financial

"includes 179,832 Shares which may be acquired ... within sixty days through the exercise of securities"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake does Nantahala Capital report in ABEO?

Nantahala reports beneficial ownership of 3,333,757 shares representing 5.82%. This figure is based on 57,049,023 shares outstanding as of December 31, 2025 and includes 179,832 exercisable shares within sixty days.

Does the reported stake include options or exercisable securities?

Yes. The total includes 179,832 shares that may be acquired upon exercise within sixty days. The filing combines those exercisable shares with existing holdings to compute the 5.82% ownership figure.

What voting and disposition powers does Nantahala report?

Nantahala reports shared voting power and shared dispositive power over 3,333,757 shares. The filing shows no sole voting or sole dispositive power for the reporting persons.

What date anchors the ownership percentages in the filing?

The ownership amount is stated as of March 31, 2026, and the percentage is calculated using 57,049,023 shares outstanding as of December 31, 2025 from the referenced 10‑Q.

Who signed the amendment on behalf of Nantahala?

The amendment is signed by Taki Vasilakis (Chief Compliance Officer) and managers Wilmot B. Harkey and Daniel Mack, each signing on behalf of Nantahala Capital Management, LLC on May 15, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/15/2026 - 04:32 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

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 PARTNERS LIMITED PARTNERSHIP

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 3,333,757.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,333,757.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,333,757.00

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)

5.82 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: ABEONA THERAPEUTICS INC.
(b)	Address of issuer's principal executive offices: 6555 Carnegie Avenue, 4thFloor Cleveland, OH, 44103
Item 2.
(a)	Name of person filing: NANTAHALA CAPITAL PARTNERS LIMITED PARTNERSHIP ("Nantahala")
(b)	Address or principal business office or, if none, residence: 130 Main St. 2nd Floor, New Canaan, CT 06840
(c)	Citizenship: Nantahala is a Massachusetts limited partnership.
(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 3,333,757 Shares. The 3,333,757 Shares includes 179,832 Shares which may be acquired by the Reporting Persons within sixty days through the exercise of securities.
(b)	Percent of class: As of March 31, 2026 each of the Reporting Persons may be deemed to be the beneficial owner of 5.82% of the total number of Shares outstanding, based on 57,049,023 shares outstanding from the December 31, 2025 10-Q in addition to 179,832 Shares which may be acquired by the Reporting Persons within sixty days through the exercise of securities.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 3,333,757
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 3,333,757
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the 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 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.

NANTAHALA CAPITAL PARTNERS LIMITED PARTNERSHIP

Signature:	/s/ Taki Vasilakis
Name/Title:	Taki Vasilakis / Chief Compliance Officer Nantahala Capital Management, LLC
Date:	05/15/2026

Signature:	/s/ Wilmot B. Harkey
Name/Title:	Wilmot B. Harkey / Manager Nantahala Capital Management, LLC
Date:	05/15/2026

Signature:	/s/ Daniel Mack
Name/Title:	Daniel Mack / Manager Nantahala Capital Management, LLC
Date:	05/15/2026