Material Agreement · New Debt / Obligation

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 18, 2025   ABEONA THERAPEUTICS INC. (Exact name of registrant as specified in its charter)   Delaware   001-15771   83-0221517 (State or other jurisdiction   (Commission   (I.R.S. Employer of incorporation)   File Number)   Identification No.)   6555 Carnegie Ave , 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))   Title of Each Class   Trading Symbol   Name of each exchange on which registered Common Stock, $0.01 par value   ABEO   The Nasdaq Capital Market   Securities registered pursuant to Section 12(b) of the Act:   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 1.01 Entry into a Material Definitive Agreement.   On July 18, 2025, Abeona Therapeutics Inc., a Delaware corporation (the “ Company ”) and its subsidiaries MacroChem Corporation, a Delaware corporation, and Abeona Therapeutics LLC, an Ohio corporation, entered into an amendment (the “ Amendment ”) to the Loan and Security Agreement (the “Agreement”) and Supplement to the Agreement, both dated January 8, 2024 (collectively, the “ Loan Agreement ”), with Avenue Venture Opportunities Fund, L.P., a Delaware limited partnership, as administrative agent and collateral agent (“ Avenue ” and the “ Agent ”) and Avenue Venture Opportunities Fund II, L.P. , a Delaware limited partnership (“ Avenue 2 ”).   The Amendment reduces the interest rate for senior secured term loan owed under the Loan Agreement from 13.5% to a fixed rate of 11.75% per annum.   In connection with the Amendment, the Company issued to each of Avenue and Avenue 2 (collectively, the “ Warrantholders ”) warrants to purchase up to an aggregate of 16,474 shares of Company common stock (each, a “ Warrant ” and collectively, the “ Warrants ”). The Warrants expire on July 18, 2030 (the “ Expiration Date ”) and have an exercise price per share equal to $6.07. In addition, upon a change of control where the per share price of the Company common stock is less than or equal to two times that of the exercise price, the Warrantholders would be entitled to receive the shares of common stock underlying the Warrant without payment of the exercise price.   The Warrantholders may exercise the Warrants at any time, or from time to time up to and including the Expiration Date, by making a cash payment equal to the exercise price multiplied by the quantity of shares. The Warrantholders may also exercise the Warrants on a cashless basis by receiving a net number of shares calculated pursuant to the formula set forth in the Warrants. The Warrants are subject to anti-dilution adjustments for stock dividends, stock splits, and reverse stock splits.   The foregoing description of the Amendment and the Warrants does not purport to be complete and is qualified in its entirety by reference to the text of the Amendment and the Warrants, which are filed as Exhibit 10.1, Exhibit 4.1, and Exhibit 4.2 to this Current Report on Form 8-K and are incorporated herein by reference.   Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.   The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 of this Current Report on Form 8-K.   Item 9.01 Financial Statements and Exhibits.   (d) Exhibits.   Exhibit No.   Description 4.1   Warrant to Purchase Common Stock, by and between Abeona Therapeutics Inc. and Avenue Venture Opportunities Fund, L.P., dated as of July 18, 2025. 4.2   Warrant to Purchase Common Stock, by and between Abeona Therapeutics Inc. and Avenue Venture Opportunities Fund II, L.P., dated as of July 18, 2025 10.1   First Amendment to Loan and Security Agreement and Supplement, by and among Abeona Therapeutics Inc., MacroChem Corporation, Abeona Therapeutics LLC, Avenue Venture Opportunities Fund, L.P., as Agent, and Avenue Venture Opportunities Fund II, L.P., dated as of July 18, 2025. 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 18, 2025