Executive Change · Shareholder Vote

Securities and Exchange Commission on November 12, 2024, and is incorporated by reference herein as Exhibit 10.1.   Item 5.07 Submission of Matters to a Vote of Security Holders.   The Special Meeting was held virtually on December 20, 2024 at 9:00 a.m., Eastern Time. Of the 43,593,484 shares of the Company’s common stock outstanding and entitled to vote at the Special Meeting, 24,567,979 shares (or 56.35%), constituting a quorum, were represented in person (online) or by proxy at the Special Meeting. The following matters were acted upon:   Proposal 1. Approval of an Increase in the Number of Shares Reserved for Issuance Under the Second A&R Plan.   A proposal to approve an increase in the number of shares reserved for issuance under the Second A&R Plan from 3,200,000 to 8,400,000 shares was approved based on the following votes:   Votes For   Votes Against   Abstentions   Broker Non-Votes 20,996,641   2,876,261   695,077   0   Proposal 2. Approval of Possible Adjournment of the Special Meeting.   Proposal 2, the approval of the adjournment of the Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve Proposal 1, was not presented to the stockholders at the meeting, as a quorum had been established and preliminary voting results indicated that Proposal 1 was approved.   Votes For   Votes Against   Abstentions   Broker Non-Votes 21,642,686   2,855,992   69,301   0   Item 9.01 Financial Statements and Exhibits.   (d) Exhibits.   Exhibit No.   Description 10.1   Second Amended and Restated Abeona Therapeutics Inc. 2023 Equity Incentive Plan (incorporated by reference to our Definitive Proxy Statement on Schedule 14A filed on November 12, 2024) 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: December 20, 2024