Bylaw Amendment

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): July 5, 2024   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.)   6555 Carnegie Avenue , 4th Floor Cleveland , OH 44103   (Address of principal executive offices) (Zip Code)   (646) 813-4701 (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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.   On July 5, 2024, the Board of Directors (the “Board”) of Abeona Therapeutics Inc. (“Abeona” or the “Company”) approved an amendment and restatement (as amended and restated, the “Second A&R Bylaws”) to modify the existing bylaws to provide that special meetings of the Board may be called with not less than 24 hours’ notice prior to the time of the meeting either personally or by telephone, electronic mail or other means of electronic transmission to each director. The Second A&R Bylaws became effective on July 8, 2024.   The foregoing summary of, and the description of, the Second A&R Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Second A&R Bylaws, a copy of which is filed hereto as Exhibit 3.1 to this Current Report on Form 8-K and which is incorporated herein by reference in its entirety.   Item 9.01 Financial Statements and Exhibits.   (d) Exhibits.   Exhibit No.   Description       3.1   Second A&R Bylaws of Abeona Therapeutics Inc. 104   Cover Page Interactive Data File (embedded within the Inline XBRL document)         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: July 9, 2024