Current Report Filing (8-k)
March 30 2021 - 4:07PM
Edgar (US Regulatory)
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2021-03-24
2021-03-24
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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 24, 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)
|
|
(Commission
File
Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
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)
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))
|
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 Market
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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 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
March 24, 2021, the Board of Directors (the “Board”) of Abeona Therapeutics Inc. (the “Company”) appointed
Faith L. Charles and Mark Alvino to serve on the Board effective on March 26, 2021. Ms. Charles and Mr. Alvino will serve as Class
3 directors whose terms will expire at the Company’s annual meeting of stockholders to be held in 2022. Ms. Charles has
been appointed to serve as Chair of the Nominating and Corporate Governance Committee and as a member of the Audit Committee.
Mr. Alvino has been appointed as Chair of the Compensation Committee and as a member of the Audit Committee.
The
Board has determined that each of Ms. Charles and Mr. Alvino qualify as an “independent director” as defined under
Nasdaq Listing Rule 5605(a)(2), and meet the criteria for Audit Committee membership under Nasdaq Listing Rule 5605(c)(2). Furthermore,
the Board has determined that Mr. Alvino qualifies as an “audit committee financial expert” within the meaning of
Item 407(d) of Regulation S-K.
As
non-employee directors, Ms. Charles and Mr. Alvino will each receive the same compensation as the other non-employee directors
of the Company under the standard arrangements and agreements described in the Company’s 2021 Annual Meeting Proxy Statement.
The Company is not aware of any transaction or relationship involving Ms. Charles or Mr. Alvino requiring disclosure under Item
404(a) of Regulation S-K.
As
previously reported, on November 5, 2020, the Company received a letter from the Nasdaq Stock Market (“Nasdaq”) indicating
that the Company was not in compliance with the independent director and audit committee requirements set forth in Listing Rule
5605. On March 29, 2021, the Company received a letter from Nasdaq indicating that, based on the appointment of Ms. Charles and
Mr. Alvino to the Board and the Audit Committee, the Company had regained compliance with Listing Rule 5605 and that the matter
is now closed.
Item
7.01 Regulation FD.
The
Company has issued a press release, dated March 25, 2021, announcing the appointment of Ms. Charles and Mr. Alvino to the Board.
The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information furnished in Exhibit
99.1 hereto shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated
by reference into future filings by the Company under the Securities Act of 1933, as amended, or under the Exchange Act, unless
the Company expressly sets forth in such future filings that such information is to be considered “filed” or incorporated
by reference therein.
Item
9.01 Exhibits.
(d)
Exhibits
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.
March
30, 2021
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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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