Abeona Therapeutics Inc美股招股说明书(2026-07-10版)

You should read this prospectus supplement, together with the related prospectus and the additional information describedunder the headings “Incorporation of Certain Information by Reference” and “Where You Can Find More Information” carefullybefore you invest in any of our securities. Our Common Stock is traded on The Nasdaq Capital Market under the symbol “ABEO.” On July 7, 2026, the closing pricefor our Common Stock, as reported on The Nasdaq Capital Market, was $6.55 per share. An investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, youshould consider carefully the risks and uncertainties described in the section captioned “Risk Factors” contained in our AnnualReport on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the“SEC”) on March 17, 2026 and subsequent periodic reports filed with the SEC from time to time, which are incorporated byreference herein in their entirety, together with other information in this prospectus and the information incorporated byreference herein. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus supplement is July 10, 2026. SELLING STOCKHOLDERS The following information is provided as of July 10, 2026 to update the “Selling Stockholders” section of the Prospectus toreflect the assignment of 760,870 Common Warrants, previously issued to Point72 Associates, LLC to SILV Fund, Ltd. With respect to only the Selling Shareholders listed in the table below, the information set forth in the table below supersedesand replaces the information regarding such Selling Shareholders in the Prospectus. Information regarding each of the SellingShareholders listed in the table below is based on information provided by each of them as of the date of this prospectus supplement. Information about the Selling Shareholders, including those listed below, may change over time. This prospectus supplementdoes not provide any updates with respect to any Selling Shareholders not listed in the table below. (16) Point72 Asset Management, L.P. (“Point72 Asset Management”) maintains investment and voting power with respect to thesecurities held by certain investment funds it manages, including Point72 Associates. Point72 Capital Advisors, Inc. is the generalpartner of Point72 Asset Management. Mr. Steven A. Cohen controls each of Point72 Asset Management and Point72 CapitalAdvisors, Inc. As such, each of Point72 Asset Management, Point72 Capital Advisors, Inc. and Mr. Cohen may be deemed tobeneficially own the securities held by Point72 Associates. Each of Point72 Asset Management, Point72 Capital Advisors, Inc.and Mr. Cohen disclaims beneficial ownership of any such securities. The address of the principal business office of Point72Associates, Point72 Asset Management, Point72 Capital Advisors, Inc. and Mr. Cohen is c/o Point 72 Asset Management, LP, 72Cummings Point Road, Stamford, CT 06902. (17) Consists of shares issuable upon the exercise of the Common Warrants. Sirenia Capital Management LP (“Sirenia”) is theinvestment manager of SILV Fund, Ltd. and as such has investment and voting power with respect to the securities held by SILVFund, Ltd. Sirenia Capital Management GP LLC (“Sirenia GP”) is the general partner of Sirenia. Alex Silverstein is themanaging member of Sirenia GP. Each of SILV Fund, Ltd., Sirenia GP and Mr. Silverstein disclaims beneficial ownership oversuch securities. The address of each of the individuals and entities referenced in this footnote is c/o Sirenia Capital ManagementLP, 1674 Meridian Avenue, Suite 320, Miami Beach, Florida 33139.