[SCHEDULE 13G/A] Abeona Therapeutics Inc. SEC Filing

Rhea-AI Filing Summary

A Schedule 13G/A reports that Suvretta Capital Management, LLC and Aaron Cowen each disclose beneficial ownership of 2,676,000 shares of Abeona Therapeutics common stock, representing 5.2% of the class, while Averill Master Fund, Ltd. holds 2,309,267 shares ( 4.5% ). Each reporting person shows zero sole voting or dispositive power and reports the corresponding amounts as shared voting and dispositive power. The filers state the securities are directly owned by advisory clients of Suvretta and that the holdings were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

Positive

• Clear disclosure of holdings with exact share counts and percentages for Suvretta, Aaron Cowen, and Averill.
• Filers certify holdings were acquired and are held in the ordinary course, indicating passive intent per the filing.
• Includes Joint Filing Agreement and Control Person Identification exhibits, supporting legal completeness of the disclosure.

Negative

• No sole voting or dispositive power reported, indicating the filers do not claim direct control over corporate decisions.
• Filing notes the securities are directly owned by advisory clients of Suvretta while Suvretta and Aaron Cowen each report >5% (5.2%), which creates an internal reporting nuance about attribution of beneficial ownership.

Insights

Financial Analyst

TL;DR: Passive institutional stakes disclosed: Suvretta/Cowen 2.676M shares (5.2%), Averill 2.309M shares (4.5%), all reported as shared power.

The filing is a Schedule 13G/A disclosure showing material, passive ownership positions in Abeona (ABEO). The key metrics are explicit: Suvretta Capital Management and Aaron Cowen each report 2,676,000 shares (5.2%), and Averill Master Fund reports 2,309,267 shares (4.5%). All three report no sole voting or dispositive power and claim holdings are held in the ordinary course, consistent with a non-activist position. For investors, the filing increases transparency about substantial holders but, on its face, does not indicate an intent to influence company control.

Corporate Governance Expert

TL;DR: Disclosure includes joint-filing exhibits and a disclaimer that securities are owned by advisory clients, with shared rather than sole control.

The document includes Exhibit A (Joint Filing Agreement) and Exhibit B (Control Person Identification) and signatures from authorized signatories. Filers explicitly disclaim beneficial ownership beyond pecuniary interest and emphasize advisory-client ownership for Suvretta. The reporting shows shared voting and dispositive authority, which is relevant to governance assessments because it indicates collective influence rather than direct control by a single reporting person. The filing therefore documents meaningful stake levels without asserting takeover intent.

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)

06/30/2025

(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

Suvretta 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,676,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,676,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,676,000.00

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)

5.2 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP No. 00289Y206

1

Names of Reporting Persons

Averill Master Fund, Ltd.

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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,309,267.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,309,267.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,309,267.00

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)

4.5 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. 00289Y206

1

Names of Reporting Persons

Aaron Cowen

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 2,676,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,676,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,676,000.00

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)

5.2 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Abeona Therapeutics Inc.
(b)	Address of issuer's principal executive offices: 6555 Carnegie Avenue, 4th Floor ,Cleveland, OH 44103
Item 2.
(a)	Name of person filing: Suvretta Capital Management, LLC Averill Master Fund, Ltd. Aaron Cowen
(b)	Address or principal business office or, if none, residence: Suvretta Capital Management, LLC 540 Madison Avenue, 7th Floor New York, New York 10022 United States of America Averill Master Fund, Ltd. c/o Maples Corporate Services Limited P.O. Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands Aaron Cowen c/o Suvretta Capital Management, LLC 540 Madison Avenue, 7th Floor New York, New York 10022
(c)	Citizenship: Suvretta Capital Management, LLC - Delaware Averill Master Fund, Ltd. - Cayman Islands Aaron Cowen - United States
(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: Suvretta Capital Management, LLC - 2,676,000 Averill Master Fund, Ltd. - 2,309,267 Aaron Cowen - 2, 676,000
(b)	Percent of class: Suvretta Capital Management, LLC - 5.2% Averill Master Fund, Ltd. - 4.5% Aaron Cowen - 5.2%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Suvretta Capital Management, LLC - 0 Averill Master Fund, Ltd. - 0 Aaron Cowen - 0
	(ii) Shared power to vote or to direct the vote: Suvretta Capital Management, LLC - 2,676,000 Averill Master Fund, Ltd. - 2,309,267 Aaron Cowen - 2,676,000
	(iii) Sole power to dispose or to direct the disposition of: Suvretta Capital Management, LLC - 0 Averill Master Fund, Ltd. - 0 Aaron Cowen - 0
	(iv) Shared power to dispose or to direct the disposition of: Suvretta Capital Management, LLC - 2,676,000 Averill Master Fund, Ltd. - 2,309,267 Aaron Cowen - 2,676,000
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. All of the securities reported in this Schedule 13G Amendment No. 1 are directly owned by advisory clients of Suvretta Capital Management, LLC. None of those advisory clients may be deemed to beneficially own more than 5% of the Common Stock, $0.01 par value.
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. Please see Exhibit B attached hereto.
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.

Suvretta Capital Management, LLC

Signature:	/s/ Andrew Nathanson
Name/Title:	Andrew Nathanson/General Counsel and Chief Compliance Officer
Date:	08/13/2025

Averill Master Fund, Ltd.

Signature:	/s/ Andrew Nathanson
Name/Title:	Andrew Nathanson/Authorized Signatory
Date:	08/13/2025

Aaron Cowen

Signature:	/s/ Aaron Cowen
Name/Title:	Aaron Cowen
Date:	08/13/2025

Comments accompanying signature: * Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class.

Exhibit Information

[Exhibit A - Joint Filing Agreement] [Exhibit B - Control Person Identification]

FAQ

Who filed the Schedule 13G/A for Abeona (ABEO)?

The filing was made by Suvretta Capital Management, LLC, Averill Master Fund, Ltd., and Aaron Cowen.

How many Abeona (ABEO) shares does Suvretta Capital report owning?

Suvretta Capital reports beneficial ownership of 2,676,000 shares, representing 5.2% of the class.

What percentage of Abeona does Averill Master Fund report?

Averill Master Fund reports 2,309,267 shares, equal to 4.5% of the common stock.

Do the filers claim they intend to influence control of Abeona (ABEO)?

No. The filing includes a certification that the securities are held in the ordinary course of business and were not acquired to change or influence control.

Do the filers report sole voting or dispositive power over the shares?

No. Each reporting person indicates zero sole voting and zero sole dispositive power and reports the holdings as shared voting and dispositive power.