Nantahala Capital Management, LLC and two managers report shared beneficial ownership of 5,184,662 shares of Abeona Therapeutics, representing 9.99% of the outstanding common stock as of 09/30/2025. The total includes 619,997 shares that may be acquired within 60 days upon exercise of warrants. Nantahala reports shared voting and dispositive power over these shares; none are held with sole voting or sole dispositive power. The filing states the holdings are managed in the ordinary course of business and not for the purpose of changing control. Contact and organizational details for Nantahala, and certifications by Nantahala and managers Wilmot B. Harkey and Daniel Mack, are included with signatures dated 10/06/2025.
Positive
Clear disclosure of total shares (5,184,662) and inclusion of warrant count (619,997)
Certification that holdings are in the ordinary course of business and not to change control
Negative
Position sits at 9.99%, just below the 10% threshold that would trigger different filings
Shared voting/dispositive power only, meaning individual influence is not separated for investors
Insights
Investor group holds just under 10% including near-term warrant exercisable shares.
The combined position of 5,184,662 shares equals 9.99% of outstanding common stock using the issuer's 51,278,539 share base; this calculation expressly includes 619,997 warrant-acquirable shares exercisable within 60 days.
The position is reported as held in the ordinary course of business with shared voting and dispositive power, which implies coordinated portfolio management rather than an explicit control intent; monitor warrant exercises over the next 60 days for any increase in fully-diluted stake.
Reporting persons disclose shared control but deny intent to influence issuer control.
All voting and dispositive power is reported as shared (no sole power), and the filing includes the required certification that the position is not intended to change or influence control of the issuer.
Because the threshold reported is at 9.99%, close to the 10% reporting milestone, any subsequent acquisitions or warrant exercises that push ownership above 10.00% would trigger different filing obligations and merits monitoring over the near term.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
ABEONA THERAPEUTICS INC.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
00289Y206
(CUSIP Number)
09/30/2025
(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)
SCHEDULE 13G
CUSIP No.
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
5,184,662.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,184,662.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,184,662.00
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, HC
SCHEDULE 13G
CUSIP No.
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
5,184,662.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,184,662.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,184,662.00
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)
IN
SCHEDULE 13G
CUSIP No.
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
5,184,662.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,184,662.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,184,662.00
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, CT 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 September 30, 2025, Nantahala may be deemed to be the beneficial owner of 5,184,662 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. 5,184,662 Shares includes 619,997 Shares which may be acquired by the Reporting Persons within sixty days through the exercise of warrants.
(b)
Percent of class:
As of September 30, 2025, each of the Reporting Persons may be deemed to be the beneficial owner of the following percentage of the total number of Shares outstanding based on 51,278,539 shares outstanding received from the issuer on August 14, 2025 10-Q June 30, 2025 in addition to 619,997 Shares which may be acquired by the Reporting Persons within sixty days through the exercise of warrants:
(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") : 5,184,662 Shares.
(2) Wilmot B. Harkey: 5,184,662 Shares.
(3) Daniel Mack: 5,184,662 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") 5,184,662 Shares.
(2) Wilmot B. Harkey: 5,184,662 Shares.
(3) Daniel Mack: 5,184,662 Shares.
Item 5.
Ownership of 5 Percent or Less of a Class.
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.
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