FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SCO CAPITAL PARTNERS LLC
2. Issuer Name and Ticker or Trading Symbol

ABEONA THERAPEUTICS INC. [ ABEO ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

1330 AVENUE OF THE AMERICAS,, 33RD FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

3/18/2021
(Street)

NEW YORK, NY 10019
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 3/18/2021  S(1)  80000 D$2.2328 (2)11159292 I SCO Capital Partners LLC 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by SCO Capital Partners LLC on July 13, 2020.
(2) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $2.13 to $2.28, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder, or the Staff of the SEC, upon request, full information regarding the number of shares disposed at each separate price within the ranges set forth in this footnote.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
SCO CAPITAL PARTNERS LLC
1330 AVENUE OF THE AMERICAS,
33RD FLOOR
NEW YORK, NY 10019
XX

Rouhandeh Steven H
1330 AVENUE OF THE AMERICAS,
33RD FLOOR
NEW YORK, NY 10019
XX


Signatures
/s/ SCO Capital Partners LLC, by Steven H. Rouhandeh, Managing Member3/19/2021
**Signature of Reporting PersonDate

/s/ Steven H. Rouhandeh3/19/2021
**Signature of Reporting PersonDate

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