Submission of Matters to a Vote of Security Holders - Form 8-K

The stockholders of Abeona Therapeutics Inc. (the "Company") approved the Amended and Restated Abeona Therapeutics Inc. 2023 Equity Incentive Plan (the "A&R Plan") at the Company's annual meeting of stockholders on April 24, 2024 (the "Annual Meeting"). The Company's Board of Directors (the "Board"), upon the recommendation of the Compensation Committee of the Board, previously approved the A&R Plan on March 15, 2024, subject to stockholder approval. Additional information regarding the results of the Annual Meeting is set forth below in this Report under Item 5.07.

The A&R Plan increases the number of common shares, par value $0.01 per share, of the Company reserved for issuance under the plan by 1,500,000 shares, from 1,700,000 shares to 3,200,000 shares.

The foregoing description of the A&R Plan does not purport to be complete and is qualified in its entirety by the full text of the A&R Plan, which is attached as Appendix A to the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 19, 2024, and is incorporated by reference herein as Exhibit 10.1.