On November 3, 2022 Abeona Therapeutics Inc. (Nasdaq: ABEO) reported that it has entered into a securities purchase agreement to sell 7,065,946 shares of its common stock, and, in lieu of shares of common stock, pre-funded warrants exercisable for 543,933 shares of common stock, and accompanying warrants to purchase 7,609,879 shares of its common stock to a group of new and existing institutional investors in a private placement (Press release, Abeona Therapeutics, NOV 3, 2022, View Source [SID1234622855]). The offering price for each share of common stock and accompanying warrant was $4.60, and the offering price for each pre-funded warrant and accompanying warrant was $4.59, which equals the offering price per share of the common stock and accompanying warrant, less the $0.01 per share exercise price of each pre-funded warrant. Each accompanying warrant will represent the right to purchase one share of the Company’s common stock at an exercise price of $4.75 per share of common stock. The pre-funded warrants and the accompanying warrants will be exercisable immediately, and will expire five years from the date of issuance. Gross proceeds of the private placement are expected to be approximately $35,000,000, before deducting placement agent fees and other expenses. The private placement is expected to close on November 7, 2022, subject to the satisfaction of customary closing conditions.

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The private placement included participation from new and existing institutional investors including Adage Capital Management LP, Armistice Capital, Deerfield Management Company, L.P., EcoR1 Capital and Nantahala Capital as well as other specialist biotech investors.

Abeona intends to use the net proceeds from the proposed private placement for development, working capital and general corporate purposes. Abeona estimates that the net proceeds from the proposed private placement plus its existing financial resources are sufficient to fund operations into the third quarter of 2024.

Cantor Fitzgerald & Co. acted as sole placement agent on the transaction.

The securities being issued and sold in the private placement, including the shares of common stock underlying the warrants, have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any states’ securities laws and may not be offered or sold in the United States, except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act. Abeona has agreed to file a registration statement with the Securities and Exchange Commission (the "SEC") registering the resale of the shares of common stock and the shares of common stock issuable upon exercise of the warrants issued in this private placement. Any offering of securities under a resale registration statement will only be made by means of a prospectus.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities of Abeona in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.