Adage Capital Management, L.P. - May 7, 2024 Form 4 Insider Report for ABEONA THERAPEUTICS INC. (ABEO)

Role: 10%+ Owner
Signature: /s/ Adage Capital Management, L.P.; By: its general partner Adage Capital Partners LLC; By its managing member Robert Atchinson
Stock symbol: ABEO
Transactions as of: May 7, 2024
Transactions value $: $11,999,998
Form type: 4
Date filed: 5/8/2024, 04:15 PM
Previous filing: Apr 22, 2024

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
transaction	ABEO	Pre-funded Warrant (right to buy)	Purchase	$12M	+2.95M		$4.07	2.95M	May 7, 2024	Common Stock	2.95M		See footnotes	F1, F2, F3, F4

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

Adage Capital Management, L.P. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Initial exercise price is $0.0001, subject to adjustments as set forth in the Pre-funded Warrant.
F2	Subject to the terms and conditions set forth in the Pre-funded Warrant, the holder thereof may, at any time and from time to time on or after May 7, 2024, exercise the Pre-funded Warrant until it has been exercised in full. The Pre-funded Warrants contain an issuance limitation prohibiting the holder of such Pre-funded Warrants from exercising the Pre-funded Warrants until such time as the holder, together with certain related parties, would not beneficially own after any such exercise more than 9.99% of the then issued and outstanding common stock (the "Blocker"). Due to the Blocker, the Pre-funded Warrants held by ACP (as defined below) are not presently exercisable in full.
F3	The securities to which this filing relates are held directly by Adage Capital Partners, L.P., a Delaware limited partnership ("ACP"). Adage Capital Management, L.P., a Delaware limited partnership ("ACM"), serves as the investment manager of ACP and as such has discretion over the portfolio securities held by ACP. 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 Adage Capital Partners GP, L.L.C., a Delaware limited liability company, general partner of ACP and (ii) Adage Capital Partners LLC, a Delaware limited liability company, general partner of ACM.
F4	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, if any.