[SCHEDULE 13G] ABEONA THERAPEUTICS INC. SEC Filing

Rhea-AI Filing Summary

A Nantahala Capital Partners Schedule 13G filed for ABEONA THERAPEUTICS INC. reports shared beneficial ownership of 5.09% of common stock as of 09/29/2025. Nantahala discloses beneficial ownership of 2,618,462 shares, which includes 179,832 shares exercisable within sixty days. The filing states Nantahala holds no sole voting or dispositive power and reports shared voting and dispositive power for the full amount. The ownership percentage is calculated using a reported outstanding share count of 51,278,539 shares from the issuer's Form 10-Q for the period ended 06/30/2025. Signatures by compliance and management representatives are dated 10/06/2025.

Positive

• Clear disclosure of beneficial ownership totaling 2,618,462 shares
• Includes exercisable securities (179,832 shares) within sixty days for transparency
• Filed as Schedule 13G, indicating a passive intent rather than an active acquisition

Negative

• Crosses the 5% threshold (5.09%), which can attract market scrutiny
• Shared voting/dispositive power means exact influence is not isolated to a single holder

Insights

Corporate Governance Analyst

Nantahala reports a 5.09% stake held with shared voting power, triggering Schedule 13G disclosure.

The filing shows 2,618,462 shares beneficially owned, including 179,832 exercisable shares within sixty days; all voting and dispositive power is reported as shared, not sole. That classification signals passive investor status under the rules rather than an intent to influence control.

Key near-term items to watch are any amendments that shift to Schedule 13D or changes in voting/dispositive power, which would indicate an active intent to influence corporate control within weeks to months.

Investor Relations Analyst

The stake represents a measurable but non-controlling position equal to about one twentieth of outstanding shares.

A 5.09% holding can attract attention from the market and other holders because it crosses the 5% reporting threshold; however, the filing explicitly certifies no intent to change or influence control. The inclusion of exercisable securities (179,832 shares) modestly increases the reported position.

Investors should note the reported outstanding share base of 51,278,539 from the issuer's Form 10-Q; any share count updates could change the percentage materially in the next quarterly disclosure cycle.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

ABEONA THERAPEUTICS INC.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

00289Y206

(CUSIP Number)

09/29/2025

(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 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 2,618,462.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,618,462.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,618,462.00

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)

5.09 %

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 September 29, 2025, Nantahala may be deemed to be the beneficial owner of 2,618,462 Shares. The 2,618,462 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 September 29, 2025 each of the Reporting Persons may be deemed to be the beneficial owner of 5.09% 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 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: 2,618,462
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 2,618,462
Item 5.	Ownership of 5 Percent or Less of a Class.
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 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 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:	10/06/2025

Signature:	/s/ Wilmot B. Harkey
Name/Title:	Wilmot B. Harkey / Manager Nantahala Capital Management, LLC
Date:	10/06/2025

Signature:	/s/ Daniel Mack
Name/Title:	Daniel Mack / Manager Nantahala Capital Management, LLC
Date:	10/06/2025

FAQ

What stake does Nantahala Capital hold in Abeona Therapeutics (ABEO)?

Nantahala Capital reports beneficial ownership of 2,618,462 shares, equal to 5.09% of common stock as of 09/29/2025.

Does the Schedule 13G filing indicate Nantahala seeks control of ABEO?

No. The filing is on Schedule 13G and includes a certification stating the securities were not acquired to change or influence control.

Are any of the reported shares exercisable or subject to conversion?

Yes. The total includes 179,832 shares that may be acquired within sixty days through the exercise of securities.

How was the ownership percentage calculated?

The 5.09% is based on an outstanding share count of 51,278,539 reported in the issuer's Form 10-Q for the period ended 06/30/2025.

Who signed the Schedule 13G for Nantahala?

Signatures include Taki Vasilakis (Chief Compliance Officer), Wilmot B. Harkey (Manager), and Daniel Mack (Manager), dated 10/06/2025.