ABEONA THERAPEUTICS INC. — Proxy Solicitation & Information Statement 2021

May 12, 2021

DEFA14A 1 defa14a.htm

Field: Rule-Page

Field: /Rule-Page

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF

THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

| ☐ | Preliminary
Proxy Statement |
| --- | --- |
| ☐ | Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive
Proxy Statement |
| ☒ | Definitive
Additional Materials |
| ☐ | Soliciting
Material Pursuant to §240.14a-12 |

ABEONA THERAPEUTICS INC.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

| ☒ | No
fee required. | |
| --- | --- | --- |
| ☐ | Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
| | ( 1) | Title
of each class of securities to which transaction applies: |
| | (2) | Aggregate
number of securities to which transaction applies: |
| | (3) | Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11(set forth the amount on which the
filing fee is calculated and state how it was determined): |
| | (4) | Proposed
maximum aggregate value of transaction: |
| | ( 5) | Total
fee paid: |
| ☐ | Fee
paid previously with preliminary materials. | |
| ☐ | Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
filing. | |
| | ( 1) | Amount
Previously Paid: |
| | ( 2) | Form,
Schedule or Registration Statement No.: |
| | ( 3) | Filing
Party: |
| | ( 4) | Date
Filed: |

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

May 12, 2021

Dear Fellow Stockholders,

This letter relates to Abeona Therapeutics Inc.’s 2021 Proxy Statement. Specifically, I wish to call your attention to Proposal 2 in the 2021 Proxy Statement, which you should review in its entirety.

The Company’s Board of Directors currently comprises three director classes, each of which serves a three-year term. This is commonly known as a “classified” board structure. Proposal 2 of the 2021 Proxy Statement seeks to amend our Restated Certificate of Incorporation to eliminate the “classified” board structure. As set forth in the 2021 Proxy Statement, in recent years many public companies have eliminated their classified board structure in favor of annual elections of directors, aligning with investor interests and increasing accountability of directors to stockholders.

I believe that annual director elections are in keeping with corporate governance best practices and promote accountability by giving stockholders the timely opportunity to voice their satisfaction or concerns about the actions or inactions of any individual director every year. As such, I am fully supportive of the merits and intent of Proposal 2.

Two leading independent proxy advisory firms—Institutional Shareholder Services (“ISS”) and Glass Lewis—have recommended that stockholders vote affirmatively for Proposal 2.

The Board of Directors of the Company recommends that stockholders vote “FOR” Proposal 2 to approve the amendment to the Company’s Restated Certificate of Incorporation to de-classify the Board so that all directors are elected annually.

Even if you only have a small number of shares, your vote matters.

If you have questions or need help voting your shares, please call our proxy solicitation firm, Morrow Sodali LLC, at 1-800-607-0088.

Warmest Regards,

Michael Amoroso

President, Chief Executive Officer and Director

1330 Avenue of the Americas , 33 rd f loor , New York, NY 10019

AbeonaTherapeutics.com

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 2; Options: Last

Field: /Page