ABEONA THERAPEUTICS INC. (NASDAQ:ABEO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.
On December 19, 2019, effective upon the Board’s qualification and election of GPP’s Nominees (as defined below), Mark J. Alvino and Richard Van Duyne each agreed in writing to resign from the Board of Directors (the “Board”) of Abeona Therapeutics Inc. (the “Company”), subject to the nomination and approval of GPP’s Nominees.
Also on December 19, 2019, effective upon the Board’s qualification and election of GPP’s Nominees, Steven H. Rouhandeh agreed in writing to resign from his roles as Chairman of the Board and Executive Chairman, subject to the nomination and approval of GPP’s Nominees. Mr. Rouhandeh has not resigned from his position as a member of the Board and will continue to serve his term as a member of the Board.
On December 20, 2019, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC and SVB Leerink LLC (the “Underwriters”) relating to the issuance and sale of an aggregate of (a) 26,982,945 shares of the Company’s common stock (the “Shares”), and (b) pre-funded warrants to purchase 9,017,055 shares of the Company’s common stock (the “Pre-Funded Warrants”) to the Underwriters (the “Offering”). The Shares will be sold to the purchasers at the public offering price of $2.50 per share. The Pre-Funded Warrants will be sold at a public offering price of $2.4999 per Pre-Funded Warrant, which represents the per share public offering price for the Company’s common stock less a $0.0001 per share exercise price for each such Pre-Funded Warrant. to the Underwriting Agreement, the Company also granted the Underwriters a 30-day option to purchase up to 5,400,000 additional shares of its common stock. The Underwriting Agreement contains customary representations and warranties, conditions to closing, market standoff provisions, termination provisions and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended.
The Pre-Funded Warrants are exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to such exercise.
As previously disclosed, an existing holder of the Company’s common stock, Great Point Partners (“GPP”), has agreed to purchase approximately $31 million in the Offering, including pre-funded warrants in lieu of common stock, subject to allocation by the Underwriters and market and other conditions. to a letter agreement among the Company and certain affiliates of GPP entered into on December 20, 2019 (the “Letter Agreement”), the Company has granted GPP the right to nominate two directors, including a new Executive Chairman, to the Company’s Board of Directors (“GPP’s Nominees”). GPP has indicated that it expects such director nominees would be industry professionals not affiliated with GPP. As a result, Steven H. Rouhandeh will step down as Executive Chairman and will retain a seat on the Board, while Mark J. Alvino and Richard Van Duyne will exit the Board. These changes will be effective upon the Board’s qualification and election of GPP’s nominees.
The Company estimates that net proceeds from the Offering will be approximately $90 million, before deducting underwriting discounts and commissions and estimated Offering expenses, and assuming no exercise of the Underwriters’ 30-day option to purchase additional shares. The Company expects the Offering to close on December 24, 2019, subject to customary closing conditions. The Offering is being made to the shelf registration statement on Form S-3 (File No. 333-224867) previously filed by the Company with the Securities and Exchange Commission (the “SEC”) on May 11, 2018, amended on June 1, 2018, and declared effective by the SEC on June 7, 2018.
The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and the foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. The form of Pre-Funded Warrant is filed as Exhibit 4.1 to this Current Report on Form 8-K and the foregoing description of the terms of the Pre-Funded Warrants is qualified in its entirety by reference to such exhibit. The Letter Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and the foregoing description of the terms of the Letter Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Morgan, Lewis & Bockius LLP relating to the legality of the issuance and sale of the Shares and Pre-Funded Warrants in the Offering is filed with this Current Report on Form 8-K as Exhibit 5.1.
On December 20, 2019, the Company issued a press release announcing the pricing of the Offering. The full text of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
(d) Exhibits.
| 1.1 | Underwriting Agreement, dated December 20, 2019, among the Company, Jefferies LLC and SVB Leerink LLC |
| 4.1 | Form of Pre-Funded Warrant |
| 5.1 | Opinion of Morgan, Lewis & Bockius LLP |
| 10.1 | Letter Agreement regarding Certain Purchaser Rights, dated December 20, 2019, among the Company, Biomedical Value Fund, L.P., Biomedical Offshore Value Fund, Ltd., and GEF-SMA, L.P. |
| 23.1 | Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1) |
| 99.1 | Press release dated December 20, 2019, entitled “Abeona Announces Pricing of Public Offering of Common Stock and Pre Funded Warrants” |
ABEONA THERAPEUTICS INC. Exhibit
EX-1.1 2 tv535092_ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 Execution Version 26,…
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About ABEONA THERAPEUTICS INC. (NASDAQ:ABEO)
Abeona Therapeutics, Inc. (Abeona), formerly PlasmaTech Biopharmaceuticals, Inc., is focused on developing and delivering gene therapy and plasma-based products for rare diseases. The Company’s lead programs are ABO-101 (AA9 NAGLU) and ABO-102 (scAAV9 SGHG), adeno-associated virus (AAV)-based gene therapies for Sanfilippo syndrome (Mucopolysaccharidosis (MPS) IIIA and IIIB) in collaboration with patient advocate groups, researchers and clinicians. The Company is also developing ABO-201 (scAAV9 CLN3) gene therapy for juvenile Batten disease (JBD), and ABO-301 (AAV LK19 FANCC) for Fanconi anemia (FA) disorder using a clustered, regularly interspaced short palindromic repeats (CRISPR)/Cas9-based gene editing approach to gene therapy program for rare blood diseases. It is developing rare plasma protein therapies, including PTB-101 SDF Alpha (alpha-1 protease inhibitor) for inherited chronic obstructive pulmonary disease. Its product pipeline also consists of MuGard and ProdiGard.