Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549   FORM 8-K   CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934   Date of report (Date of earliest event reported): August 17, 2022   ABEONA THERAPEUTICS INC. (Exact name of registrant as specified in its charter)   Delaware   001-15771   83-0221517 (State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)   1330 Avenue of the Americas , 33rd Floor , New York , NY 10019 (Address of principal executive offices) (Zip Code)   (646) 813-4712 (Registrant’s telephone number, including area code)   N/A (Former name or former address, if changed since last report)   Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):   ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)       ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)       ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))       ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))   Securities registered pursuant to Section 12(b) of the Act:   Title of each class   Trading Symbol   Name of each exchange on which registered Common Stock, $0.01 par value   ABEO   Nasdaq Capital Market   Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).   Emerging growth company ☐   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐             Item 5.07. Submission of Matters to a Vote of Security Holders.   The annual meeting of stockholders of Abeona Therapeutics Inc. (the “Company”) was held virtually on August 17, 2022. The following matters were acted upon:   Proposal 1. Election of Directors.   Mark J. Alvino, Faith L. Charles and Donald A. Wuchterl were elected to serve as Class 3 directors of the Company until the 2025 annual meeting of stockholders and until their successors are elected and qualified. The results of the election of directors are as follows:   Nominee   Votes For     Votes Against     Abstentions     Broker Non-Votes   Mark J. Alvino     1,248,722       359,550       47,530       1,354,739   Faith L. Charles     1,340,619       267,345       47,838       1,354,739   Donald A. Wuchterl     1,345,606       260,903       49,293       1,354,739     Proposal 2. Amendment to the Abeona Therapeutics Inc. 2015 Equity Incentive Plan.   A proposal to amend the Abeona Therapeutics Inc. 2015 Equity Incentive Plan to increase the number of shares of our common stock authorized for issuance thereunder from 720,000 to 1,440,000 shares was approved based on the following votes:   Votes For   Votes Against     Abstentions     Broker Non-Votes   987,353     648,299       20,150       1,354,739     Proposal 3. Advisory Vote on Compensation of Named Executive Officers.   An advisory vote to approve the compensation of the Company’s named executive officers was approved by the following votes:   Votes For   Votes Against     Abstentions     Broker Non-Votes   1,260,149     371,509       24,144       1,354,739     Proposal 4. Advisory Vote on Frequency of Future Advisory Votes on Compensation of Named Executive Officers.   The stockholders advised that they were in favor of one year as the frequency of holding future advisory votes on the compensation of the Company’s named executive officers. In accordance with the recommendation of the Board of Directors of the Company and the voting results for this proposal, the Company will hold future advisory votes on the compensation of the Company’s named executive officers every year. The next required advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers will take place no later than at the Company’s 2028 annual meeting of stockholders:   1 Year   2 Years     3 Years   Abstentions     Broker Non-Votes   1,512,890     21,440       73,622     47,850       1,354,739     Proposal 5. Ratification of the Appointment of Whitley Penn, LLP as our Independent Registered Public Accounting Firm.   A proposal to ratify the appointment of Whitley Penn LLP as the independent registered public accounting firm of the Company for the current fiscal year was approved by the following votes:   Votes For   Votes Against     Abstentions     Broker Non-Votes   2,938,333     56,084       16,124       —           SIGNATURE   Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.     Abeona Therapeutics Inc.   (Registrant)       By: /s/ Joseph Vazzano   Name:   Joseph Vazzano   Title: Chief Financial Officer   Date: August 17, 2022