Current Report Filing (8-k)
March 23 2021 - 4:06PM
Edgar (US Regulatory)
0000318306
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0000318306
2021-03-19
2021-03-19
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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): March 19, 2021
ABEONA
THERAPEUTICS INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-15771
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83-0221517
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1330
Avenue of the Americas, 33rd Floor,
New
York, NY 10019
(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):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
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Trading
Symbol
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Name
of each exchange on which registered
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Common
Stock, $0.01 par value
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ABEO
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Nasdaq
Capital Markets
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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
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
March 19, 2021, Abeona Therapeutics Inc. (the “Company”) appointed Michael Amoroso, the Company’s Chief Operating
Officer, as President, Chief Executive Officer and Director, effective on that same date. In this role, Mr. Amoroso will continue
to serve as the Company’s principal executive officer and principal operating officer.
In
connection with his appointment as Chief Executive Officer, Mr. Amoroso and the Company entered into a letter agreement (the “Agreement”),
pursuant to which Mr. Amoroso will receive an annual base salary of $550,000, payable in accordance with regular payroll practices
of the Company. Mr. Amoroso will also be entitled to an annual bonus opportunity, with a target range equal to 50% of his base
salary and prorated for any partial year of service. Any such bonus will be contingent on Mr. Amoroso’s satisfaction of
objective and subjective performance goals established by the Company’s Board of Directors (the “Board”). Additionally,
Mr. Amoroso will receive 250,000 shares of restricted stock and options to purchase 500,000 shares of common stock of the Company.
The options have a 10-year term and will vest 25% on the one-year anniversary of the grant date and the remaining 75% will vest
in equal monthly installments over the following 36 months. The restricted stock will vest 25% on the one-year anniversary of
the grant date and the remaining 75% will vest in equal quarterly installments over the following 36 months. Mr. Amoroso will
also be entitled to receive stock option grants and other long-term compensation grants under the Abeona Therapeutics Inc. 2015
Equity Incentive Plan subject to the Board’s discretion and approval. The foregoing summary of the Agreement does not purport
to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, which will be filed as an
exhibit to the Company’s Quarterly Report on Form 10-Q for the period ending March 31, 2021.
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.
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Abeona Therapeutics Inc.
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(Registrant)
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By:
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/s/ Brendan M. O’Malley
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Name:
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Brendan M. O’Malley
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Title:
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Corporate Secretary
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Date:
March 23, 2021
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