Adage Capital Partners Gp, L.L.C. - Jul 3, 2023 Form 3 Insider Report for ABEONA THERAPEUTICS INC. (ABEO)

Role: 10%+ Owner
Signature: /s/ Robert Atchinson
Stock symbol: ABEO
Transactions as of: Jul 3, 2023
Transactions value $: $0
Form type: 3
Date filed: 7/10/2023, 10:41 AM
Previous filing: May 10, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	ABEO	Common Stock, $0.01 par value ("Common Stock")						3.25M	Jul 3, 2023	See footnote	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	ABEO	Warrants (right to buy)							Jul 3, 2023	Common Stock	761K	$4.75	See footnote	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The securities to which this filing relates are held directly by Adage Capital Partners, L.P., a Delaware limited partnership (the "Fund"). Adage Capital Partners GP, L.L.C., a Delaware limited liability company ("ACPGP"), serves as the general partner of the Fund and as such has discretion over the portfolio securities beneficially owned by the Fund. Adage Capital Management, L.P., a Delaware limited partnership ("ACM"), serves as the investment manager of the Fund and as such has discretion over the portfolio securities beneficially owned by the Fund. Robert Atchinson and Phillip Gross are the managing members of (i) Adage Capital Advisors, L.L.C., a Delaware limited liability company, managing member of ACPGP and (ii) Adage Capital Partners LLC, a Delaware limited liability company, general partner of ACM.
F2	Each of the reporting persons disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except as to such extent of such reporting person's pecuniary interest in the securities.
F3	The Warrants contain an issuance limitation prohibiting the holder of such Warrants from exercising the Warrants until such time as the holder, together with certain related parties, would not beneficially own after any such exercise more than 4.99% of the then issued and outstanding Common Stock (the "Blocker"). Due to the Blocker, none of the Warrants held by the Fund are presently exercisable.