Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On November 10, 2020, the Compensation Committee (the "Compensation Committee")
of the Board of Directors (the "Board") of Abeona Therapeutics Inc. (the
"Company" or "Abeona") unanimously approved the repricing of all stock options
outstanding under the Abeona Therapeutics Inc. 2015 Equity Incentive Plan, as
amended (the "Plan") held by current employees of the Company that have an
exercise price per share between $1.16 and $17.30 (the "Eligible Stock
Options"). As a result of the repricing, the exercise price of the Eligible
Stock Options will now be $1.15 per share, equal to the closing sale price of
the Company's common stock on November 10, 2020. Stock options held by members
of the Board were not included in the repricing. Except for the modified
exercise price, all other terms and conditions of each of the Eligible Stock
Options remain in full force and effect. Michael Amoroso, the Company's Chief
Operating Officer, and Edward Carr, the Company's Chief Accounting Officer, hold
Eligible Stock Options exercisable into 250,000 and 125,000 shares of the
Company's common stock, respectively.
On November 17, 2020, the Compensation Committee unanimously approved the
repricing of all stock options outstanding under the Plan and the Abeona
Therapeutics Inc. 2005 Equity Incentive Plan (the "2005 Plan") held by the four
current members of the Board that have an exercise price per share between $1.29
and $18.50 (the "Eligible Director Stock Options"). As a result of the
repricing, the exercise price of the Eligible Director Stock Options will now be
$1.28 per share, equal to the closing sale price of the Company's common stock
on November 17, 2020. Except for the modified exercise price, all other terms
and conditions of each of the Eligible Stock Options remain in full force and
effect. Steven Rouhandeh, Chairman of the Board and the Company's former
Executive Chairman, and Christine Silverstein, a member of the Board and the
Company's former Chief Financial Officer, hold Eligible Director Stock Options
exercisable into 1,085,000 (80,000 of which were issued under the 2005 Plan) and
463,750 shares of the Company's common stock, respectively.
Pursuant to the Plan, the Compensation Committee, as the administrator of the
Plan, has discretionary authority, exercisable on such terms and conditions that
it deems appropriate under the circumstances, to reduce the exercise price in
effect for outstanding options under the Plan. In approving the repricing, the
Compensation Committee considered the impact of the current exercise prices of
outstanding stock options on the incentives provided to employees, the lack of
retention value provided by the outstanding stock options to employees and
directors, and the impact of such options on the capital structure of the
Company.
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ABEONA THERAPEUTICS INC. 
