{"url_path":"/sec/abeo/proxy/2026-04-27/000149315226019153","section_key":"body","section_title":"DEF 14A body","topic":"sec","document":{"doc_type":"DEF 14A","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/318306/0001493152-26-019153-index.html","accession_number":"0001493152-26-019153","cik":"0000318306","ticker":"ABEO","issuer_name":"ABEONA THERAPEUTICS INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/318306/0001493152-26-019153-index.html","primary_entity_key":"0000318306","primary_entity_name":"ABEONA THERAPEUTICS INC."},"word_count":38300,"has_tables":true,"body_markdown":"false\n0000318306\nDEF 14A\n\n0000318306\n\n2025-01-01\n2025-12-31\n\n0000318306\n\n2024-01-01\n2024-12-31\n\n0000318306\n\n2023-01-01\n2023-12-31\n\n0000318306\n\necd:PeoMember\n\n2025-01-01\n2025-12-31\n\n0000318306\n\nABEO:MinusGrantDateFairValueofEquityAwardsGrantedInFiscalYearMember\necd:PeoMember\n\n2025-01-01\n2025-12-31\n\n0000318306\n\nABEO:PlusFairValueatFiscalYearEndofOutstandingandUnvestedEquityAwardsGrantedintheFiscalYearMember\necd:PeoMember\n\n2025-01-01\n2025-12-31\n\n0000318306\n\nABEO:PlusMinusChangeinFairValueofOutstandingandUnvestedEquityAwardsGrantedinPriorFiscalYearsMember\necd:PeoMember\n\n2025-01-01\n2025-12-31\n\n0000318306\n\nABEO:PlusMinusChangeinFairValueasoftheVestingDateofEquityAwardsGrantedinPriorFiscalYearsthatVestedintheFiscalYearMember\necd:PeoMember\n\n2025-01-01\n2025-12-31\n\n0000318306\n\nABEO:MinusFairValueasofthePriorFiscalYearEndofEquityAwardsGrantedinPriorFiscalYearsthatFailedtoMeetVestingConditionsintheFiscalYearMember\necd:PeoMember\n\n2025-01-01\n2025-12-31\n\n0000318306\n\necd:NonPeoNeoMember\n\n2025-01-01\n2025-12-31\n\n0000318306\n\nABEO:MinusGrantDateFairValueofEquityAwardsGrantedInFiscalYearMember\necd:NonPeoNeoMember\n\n2025-01-01\n2025-12-31\n\n0000318306\n\nABEO:PlusFairValueatFiscalYearEndofOutstandingandUnvestedEquityAwardsGrantedintheFiscalYearMember\necd:NonPeoNeoMember\n\n2025-01-01\n2025-12-31\n\n0000318306\n\nABEO:PlusMinusChangeinFairValueofOutstandingandUnvestedEquityAwardsGrantedinPriorFiscalYearsMember\necd:NonPeoNeoMember\n\n2025-01-01\n2025-12-31\n\n0000318306\n\nABEO:PlusMinusChangeinFairValueasoftheVestingDateofEquityAwardsGrantedinPriorFiscalYearsthatVestedintheFiscalYearMember\necd:NonPeoNeoMember\n\n2025-01-01\n2025-12-31\n\n0000318306\n\nABEO:MinusFairValueasofthePriorFiscalYearEndofEquityAwardsGrantedinPriorFiscalYearsthatFailedtoMeetVestingConditionsintheFiscalYearMember\necd:NonPeoNeoMember\n\n2025-01-01\n2025-12-31\n\niso4217:USD\n\nxbrli:shares\n\niso4217:USD\n\nxbrli:shares\n\nxbrli:pure\n\n \n\n \n\n \n\n**UNITED\nSTATES**\n\n**SECURITIES\nAND EXCHANGE COMMISSION**\n\n**WASHINGTON,\nD.C. 20549**\n\n** **\n\n**SCHEDULE\n14A**\n\n**(Rule\n14a-101)**\n\n**INFORMATION\nREQUIRED IN PROXY STATEMENT**\n\n**SCHEDULE\n14A INFORMATION**\n\n** **\n\nProxy\nStatement Pursuant to Section 14(a) of the Securities Exchange Act of 1934\n\n(Amendment\nNo. )\n\n \n\nFiled\nby the Registrant ☒\n\n \n\nFiled\nby a Party other than the Registrant ☐\n\n \n\nCheck\nthe appropriate box:\n\n \n\n☐\nPreliminary\nProxy Statement\n\n \n \n\n☐\nConfidential,\nfor Use of the Commission Only (as permitted by Rule 14a-6(e)(2))\n\n \n \n\n☒\nDefinitive\nProxy Statement\n\n \n \n\n☐\nDefinitive\nAdditional Materials\n\n \n \n\n☐\nSoliciting\nMaterial Pursuant to §240.14a-12\n\n \n\n**ABEONA\nTHERAPEUTICS INC.**\n\n \n\n(Name\nof Registrant as Specified in its Charter)\n\n \n\n \n\n \n\n(Name\nof Person(s) Filing Proxy Statement, if Other Than the Registrant)\n\n \n\nPayment\nof Filing Fee (Check the appropriate box):\n\n \n\n☒\nNo\nfee required\n\n \n \n\n☐\nFee\npaid previously with preliminary materials\n\n \n \n\n☐\nFee\ncomputed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11\n\n \n\n \n\n \n\n \n\n \n\n \n\n**ABEONA\nTHERAPEUTICS INC.**\n\n**6555\nCarnegie Ave., 4th Floor**\n\n**Cleveland,\nOH 44103**\n\n**646-813-4701**\n\n** **\n\nApril\n27, 2026\n\n \n\nTo\nOur Stockholders:\n\n \n\nYou\nare cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Abeona Therapeutics Inc. (the\n“Company”) to be held virtually on Thursday, June 12, 2026, at 9:00 a.m., Eastern Time. Our Annual Meeting will be\nheld in a virtual format only. You will be able to attend the Annual Meeting, vote and submit your questions during the Annual Meeting\nvia a live webcast through the link www.virtualshareholdermeeting.com/ABEO2026.\n\n \n\nThe\nNotice of Annual Meeting and the proxy statement that follow describe the business to be considered and acted upon by stockholders of\nthe Company at the Annual Meeting. Please carefully review the information contained in the proxy statement.\n\n \n\n**IT\nIS VERY IMPORTANT THAT YOU MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED AS SOON AS POSSIBLE. YOU MAY\nVIRTUALLY ATTEND THE ANNUAL MEETING BY VISITING WWW.VIRTUALSHAREHOLDER‌MEETING.COM/ABEO2026 ON THE MEETING DATE. IF YOU VIRTUALLY\nATTEND THE ANNUAL MEETING AND WISH TO VOTE AT THE ANNUAL MEETING, YOU MAY REVOKE YOUR PROXY AT THAT TIME BY REQUESTING THE RIGHT TO VOTE\nDURING THE ANNUAL MEETING. YOU MAY ALSO REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS EXERCISED BY VOTING, BY SUBMITTING ANOTHER PROXY BEARING\nA LATER DATE, OR BY GIVING NOTICE IN WRITING TO OUR SECRETARY NOT LATER THAN THE DAY PRIOR TO THE ANNUAL MEETING.**\n\n** **\n\nSincerely,\n\n \n\n*/s/\nVishwas Seshadri*\n\nVishwas\nSeshadri\n\nPresident\nand Chief Executive Officer\n\n \n\ni\n\n \n\n \n\n**ABEONA\nTHERAPEUTICS INC.**\n\n**6555\nCarnegie Ave., 4th Floor**\n\n**Cleveland,\nOH 44103**\n\n**646-813-4701**\n\n** **\n\n**NOTICE\nOF ANNUAL MEETING OF STOCKHOLDERS**\n\n \n\nto\nbe held on Thursday, June 12, 2026\n\n \n\nPLEASE\nTAKE NOTICE that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Abeona Therapeutics Inc. (the “Company”)\nwill be held virtually over the Internet on Thursday, June 12, 2026, at 9:00 a.m., Eastern Time, for the following purposes:\n\n \n\n1.\nTo\nelect Michael Amoroso, Keith A. Goldan, and Bernhardt G. Zeiher, M.D. as Class 1 directors to hold office for a term of three\nyears and until their successors are elected and qualified;\n\n \n \n\n2.\nTo\napprove, on an advisory basis, the compensation of the Company’s named executive officers;\n\n \n \n\n3.\nTo\nratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending\nDecember 31, 2026;\n\n \n \n\n4.\n\nTo\napprove an increase in the number of shares reserved for issuance under the Second\nAmended and Restated Abeona Therapeutics Inc. 2023 Equity Incentive Plan from 8,400,000 to\n11,500,000; and\n\n \n \n\n5.\n\nTo\napprove an amendment to the Company’s Amended and Restated Certificate of Incorporation to remove the advance notice provision\nfor director nominations.\n\n \n\nIn\naddition to the foregoing, the Annual Meeting will include the transaction of such other business as may properly come before the Annual\nMeeting, or any adjournment(s), continuation(s), rescheduling(s) or postponement(s) thereof. The Board of Directors has fixed the close\nof business on Tuesday, April 15, 2026 (the “Record Date”), as the record date for the determination of stockholders\nentitled to receive notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. Only stockholders of record\nat the close of business on the Record Date are entitled to notice of and to vote at the Annual Meeting. A complete list of stockholders\nentitled to vote at the Annual Meeting will be available for inspection by stockholders at our offices during normal business hours,\nduring the 10 days prior to the Annual Meeting as well as during the Annual Meeting at www.virtualshareholdermeeting.com/ABEO2026.\n\n \n\nInformation\nrelating to the proposals described above is set forth in the accompanying proxy statement. Please carefully review the proxy statement,\nwhich is accompanied by our annual report for the fiscal year ended December 31, 2025. The proxy statement and our Annual Report are\navailable at www.proxyvote.com.\n\n \n\nStockholders\nare invited to attend the Annual Meeting to be held virtually over the Internet on Thursday, June 12, 2026, at 9:00 a.m., Eastern\nTime. YOUR VOTE IS IMPORTANT. If you do not expect to virtually attend the Annual Meeting, or if you do plan to virtually attend but\nwish to vote by proxy, please complete, date, sign and mail the enclosed proxy card in the return envelope provided addressed to Vote\nProcessing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Proxies will also be accepted as follows: (1) via the Internet by accessing\nwww.proxyvote.com and following the on-screen instructions or scanning the QR code on the proxy card with your smartphone; (2) by calling\ntoll-free at 1-800-690-6903 from any touch-tone telephone and following the instructions; (3) by signing, dating and returning your proxy\ncard in the prepaid enclosed envelope and (4) by attending the virtual Annual Meeting at www.virtualshareholdermeeting.com/ABEO2026.\nYou should have your proxy card available in front of you when you log onto the Internet or call. You can vote online or by phone until\n11:59 p.m. Eastern Time the day before the Annual Meeting.\n\n \n\nBy\nOrder of the Board of Directors,\n\n \n\n*/s/\nVishwas Seshadri*\n\nVishwas\nSeshadri\n\nPresident\nand Chief Executive Officer\n\n \n\nCleveland,\nOH\n\nApril\n27, 2026\n\n \n\n**IMPORTANT\nNOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS\nTO BE HELD ON JUNE 12, 2026:**\n\n \n\nThe\nNotice of Annual Meeting, the accompanying Proxy Statement and our Annual Report for the fiscal year ended December 31, 2025 are\nall available, free of charge, at www.proxyvote.com.\n\n \n\nii\n\n \n\n \n\n**TABLE\nOF CONTENTS**\n\n** **\n\n \nPage\n\n \n \n\n[NOTICE OF ANNUAL MEETING OF STOCKHOLDERS](#vv_001)\nii\n\n \n \n\n[PROXY STATEMENT SUMMARY](#vv_002)\n1\n\n \n \n\n[CORPORATE GOVERNANCE MATTERS](#vv_003)\n4\n\n \n \n\n[AUDIT COMMITTEE REPORT](#vv_004)\n7\n\n \n \n\n[COMPENSATION OF DIRECTORS](#vv_005)\n8\n\n \n \n\n[SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT](#vv_006)\n10\n\n \n \n\n[EXECUTIVE COMPENSATION](#vv_007)\n12\n\n \n \n\n[PAY VERSUS PERFORMANCE](#vv_008)\n16\n\n \n \n\n[PROPOSALS TO BE VOTED UPON](#vv_009)\n18\n\n \n \n\n[PROPOSAL 1 ELECTION OF DIRECTORS](#vv_010)\n18\n\n \n \n\n[PROPOSAL 2 ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS](#vv_011)\n24\n\n \n \n\n[PROPOSAL 3 RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM](#vv_012)\n25\n\n \n \n\n[OTHER MATTERS](#vv_013)\n40\n\n \n \n\n[Appendix\nA – Second Amended and Restated Abeona Therapeutics Inc. 2023 Equity Incentive\nPlan](#Appendix_001)\n\n \n\n \n \n\n[Appendix\nB – Full Text of Article VII.C of the Company’s Restated Certificate of Incorporation](#Appendix_002)\n \n\n \n\niii\n\n \n\n \n\n**PROXY\nSTATEMENT SUMMARY**\n\n \n\nThis\nsummary highlights information contained elsewhere in this proxy statement. This summary does not contain all information that you should\nconsider, and you should review all of the information contained in this proxy statement before voting.\n\n \n\n**Annual\nMeeting of Stockholders**\n\n** **\n\n**Date:**\n \nJune\n12, 2026\n\n \n \n \n\n**Time:**\n \n9:00\na.m. Eastern Time\n\n \n \n \n\n**Location:**\n \nOnline\nonly at www.virtualshareholdermeeting.com/ABEO2026. Stockholders will not be able to attend the Annual Meeting in person.\n\n \n \n \n\n**Record\nDate:**\n \nApril\n15, 2026\n\n \n \n \n\n**Voting:**\n \nStockholders\nas of the Record Date are entitled to vote. Each share of common stock is entitled to one vote.\n\n \n\n**Proposals\nand Voting Recommendations**\n\n** **\n\n**Proposal\nNo.**\n\n \n\n**Proposal**\n\n \n\n**Board\nRecommendation**\n\n1\n \nTo\nelect Michael Amoroso, Keith A. Goldan, and Bernhardt G. Zeiher, M.D. as Class 1 Directors to hold office for a term of three\nyears and until their successors are elected and qualified\n \n**FOR\nEACH NOMINEE**\n\n \n \n \n \n \n\n2\n \nTo\napprove, on an advisory basis, the compensation of the Company’s named executive officers\n \n**FOR**\n\n \n \n \n \n \n\n3\n \nTo\nratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending\nDecember 31, 2026\n \n**FOR**\n\n \n \n \n \n \n\n4\n \nTo\napprove an increase in the number of shares reserved for issuance under the Second Amended and Restated Abeona Therapeutics\nInc. 2023 Equity Incentive Plan from 8,400,000 to 11,500,000\n \n**FOR**\n\n \n \n \n \n \n\n5\n \nTo\napprove an amendment to the Company’s Amended and Restated Certificate of Incorporation to remove the advance notice provision\nfor director nominations\n \n**FOR**\n\n \n\n**Voting\nMethods**\n\n** **\n\nYou\ncan vote in one of four ways:\n\n \n\n●\nVisit\nwww.proxyvote.com to vote VIA THE INTERNET\n\n \n \n\n●\nCall\ntoll-free at 1-800-690-6903 and follow the instructions to vote VIA TELEPHONE\n\n \n \n\n●\nSign,\ndate and return your proxy card in the prepaid enclosed envelope to vote BY MAIL\n\n \n \n\n●\nAttend\nthe virtual meeting at www.virtualshareholdermeeting.com/ABEO2026 to vote AT THE ANNUAL MEETING\n\n \n\n1\n\n \n\n \n\n**ABEONA\nTHERAPEUTICS INC.**\n\n**6555\nCarnegie Ave., 4th Floor**\n\n**Cleveland,\nOH 44103**\n\n**(646)\n813-4701**\n\n** **\n\n**PROXY\nSTATEMENT**\n\n**ANNUAL\nMEETING OF STOCKHOLDERS**\n\n**To\nBe Held on Thursday, June 12, 2026**\n\n** **\n\nThis\nproxy statement is furnished by Abeona Therapeutics Inc., a Delaware corporation (“we,” “us,” “Abeona”\nor the “Company”), to holders of its common stock, par value $0.01 per share (“Common Stock”), in connection\nwith the solicitation of proxies by our Board of Directors (the “Board”) for use at our Annual Meeting of Stockholders (the\n“Annual Meeting”), and at any and all adjournments or postponements thereof. This proxy statement and the accompanying form\nof proxy is first being sent to holders of Common Stock on or about April 27, 2026. Our mailing address and the location of our\nprincipal executive offices is 6555 Carnegie Ave., 4th Floor, Cleveland, OH 44103. Our telephone number is (646) 813-4701. The purposes\nof the Annual Meeting are set forth in the Notice of Annual Meeting of Stockholders (the “Notice of Annual Meeting”), which\naccompanies this proxy statement.\n\n \n\nWe\nhave adopted a virtual format for our Annual Meeting to provide a consistent experience to all stockholders regardless of location. We\nhave designed the virtual Annual Meeting to provide substantially the same opportunities to participate as you would have at an in-person\nmeeting, including the ability to vote. Detailed instructions on how to vote and submit your questions at the Annual Meeting may be found\nonline at www.virtualshareholdermeeting.com/ABEO2026.\n\n \n\nAll\nshares of Common Stock represented by properly executed proxies or voting instruction forms will be voted at the Annual Meeting in accordance\nwith the directions marked on the proxies or voting instruction forms, unless such proxies or voting instruction forms have previously\nbeen revoked. If no directions are indicated on such proxies or voting instruction forms, they will be voted FOR EACH NOMINEE in Proposal\n1 – the election of each nominee named under Election of Directors; FOR Proposal 2 – to approve, on an advisory basis, the\ncompensation of the Company’s named executive officers; FOR Proposal 3 – the ratification of the appointment of Deloitte\n& Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; FOR Proposal 4 –\nto approve an increase in the number of shares reserved for issuance under the Second Amended and Restated Abeona Therapeutics\nInc. 2023 Equity Incentive Plan from 8,400,000 to 11,500,000; and FOR Proposal 5 – approve an amendment to the Company’s\nAmended and Restated Certificate of Incorporation to remove the advance notice provision for director nominations.\n\n \n\nIf\nany other matters are properly presented at the Annual Meeting for action, the proxy holders will vote the proxies (which confer discretionary\nauthority upon such holders to vote on such matters) in accordance with their best judgment, subject to compliance with Rule 14a-4(c)\nof the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each proxy executed and returned by a stockholder\nmay be revoked at any time before it is voted by timely submission of a written notice of revocation or by submission of a duly executed\nproxy bearing a later date (in either case directed to the Secretary of the Company not later than the day prior to the Annual Meeting),\nor, if a stockholder is virtually present at the Annual Meeting, he or she may elect to revoke his or her proxy and request the right\nto vote his or her shares personally.\n\n \n\nIf\nyour shares of Common Stock are registered directly in your name with our transfer agent, Odyssey Transfer and Trust Company, you are\nconsidered a “stockholder of record” or a “registered stockholder” of those shares. You should follow the instructions\non the Notice of Annual Meeting to ensure that your vote is counted. Alternatively, you may attend virtually and vote at the Annual Meeting.\n\n \n\nIf\nyour shares are held in an account at a bank, brokerage firm, or other similar organization (which we refer to as a “broker”),\nthen you are a beneficial owner of shares held in “street name.” In that case, you will have received these proxy materials\nfrom the bank, brokerage firm, or other similar organization holding your account. As a beneficial owner, you will have to direct your\nbroker on how to vote the shares held in your account in accordance with your broker’s requirements.\n\n \n\nAt\nthe close of business on April 15, 2026, the record date for the Annual Meeting (the “Record Date”), the number of\nissued and outstanding shares of our Common Stock entitled to vote was 56,882,523. Each share of Common Stock entitles its holder\nto one vote with respect to all matters submitted to stockholders for a vote at the Annual Meeting. Consistent with the Company’s\namended and restated bylaws (the “Bylaws”), uncontested director elections proceed by majority voting. In an uncontested\nelection, a nominee for director will be elected to the Board if the votes cast “for” such nominee’s election exceed\nthe votes cast “against” such nominee’s election.\n\n \n\n2\n\n \n\n \n\nA\ncomplete list of Company stockholders entitled to vote at the Annual Meeting will be available at our principal executive offices during\nnormal business hours, at least 10 days prior to the Annual Meeting and during the Annual Meeting at www.virtualshareholdermeeting.com/ABEO2026.\nAccording to our Bylaws, the presence, through virtual attendance or by proxy, of the holders of a majority of the outstanding shares\nof Common Stock entitled to vote constitutes a quorum for the conduct of business at the Annual Meeting. Abstentions and broker non-votes\nare counted as present for purposes of determining whether a quorum is present.\n\n \n\nA\nbroker non-vote occurs when brokers, who hold their clients’ shares in street name, sign and submit proxies for such shares and\nvote such shares on some matters but not others. This would occur when brokers have not received any instructions from their clients,\nin which case the brokers, as the holders of record, are permitted to vote on “routine” matters, which include the ratification\nof the appointment of an independent registered public accounting firm, but not on “non-routine” matters, such as the election\nof directors.\n\n \n\nFor\nProposal 1, the directors will be elected upon the affirmative vote of a majority of the votes cast. For Proposal 1, stockholders may\nvote “FOR,” “AGAINST,” or “ABSTAIN.” Abstentions will have no effect on the outcome of such proposal.\nBroker non-votes, if any, will be disregarded and will have no effect on the outcome of the vote for Proposal 1.\n\n \n\nProposal\n2, to approve, on an advisory basis, the compensation of the Company’s named executive officers, will be approved upon the affirmative\nvote of a majority of the outstanding shares of Common Stock present through virtual attendance or by proxy at the Annual Meeting and\nentitled to vote on such proposal. Stockholders may vote “FOR” or “AGAINST,” or “ABSTAIN” from voting.\nAbstentions will have the effect of a vote “AGAINST” such proposal. Broker non-votes, if any, will be disregarded and will\nhave no effect on the outcome of the vote for Proposal 2.\n\n \n\nProposal\n3, the ratification of Deloitte & Touche LLP as our independent public accountant, will be approved upon the affirmative vote of\na majority of the outstanding shares of Common Stock present through virtual attendance or by proxy at the Annual Meeting and entitled\nto vote on such proposal. Stockholders may vote “FOR” or “AGAINST,” or “ABSTAIN” from voting. Abstentions\nwill have the effect of a vote “AGAINST” such proposal. Brokers may vote on Proposal 3 absent instructions from the beneficial\nowner.\n\n \n\nProposal\n4, to approve an increase in the number of shares reserved for issuance under the Second Amended and Restated Abeona Therapeutics\nInc. 2023 Equity Incentive Plan from 8,400,000 to 11,500,000, will be approved upon the affirmative vote of a majority of the outstanding\nshares of Common Stock present through virtual attendance or by proxy at the Annual Meeting and entitled to vote on such proposal. Stockholders\nmay vote “FOR” or “AGAINST,” or “ABSTAIN” from voting. Abstentions will have the effect of a vote\n“AGAINST” such proposal. Broker non-votes, if any, will be disregarded and will have no effect on the outcome of the vote\nfor Proposal 4.\n\n \n\nProposal\n5, to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to remove the advance notice provision\nfor director nominations, will be approved upon affirmative vote of the holders of at least 66 2/3% of the outstanding shares of\nCommon Stock. Stockholders may vote “FOR” or “AGAINST,” or “ABSTAIN” from voting. Abstentions will\nhave the effect of a vote “AGAINST” such proposal. Broker non-votes, if any, will have the effect of a vote “AGAINST”\nProposal 5.\n\n \n\nThe\nBoard is not aware of any matters that will be brought before the Annual Meeting other than those matters specifically set forth in the\nNotice of Annual Meeting. However, if any other matter properly comes before the Annual Meeting, it is intended that the persons named\nin the enclosed form of proxy, or their substitutes acting thereunder, will vote on such matter in accordance with the recommendations\nof the Board, or, if no such recommendations are made, in accordance with their best judgment.\n\n \n\nAll\nexpenses in connection with solicitation of proxies will be borne by us. We will also request brokers, dealers, banks and voting trustees,\nand their nominees, to make available the Notice of Annual Meeting, this proxy statement, the accompanying form of proxy and our annual\nreport on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”) to beneficial owners and will reimburse\nthem for their expenses in forwarding these materials. We expect to solicit proxies primarily by mail, but our directors, officers and\nemployees may also solicit in person, by telephone or email, on behalf of the Board without additional compensation.\n\n \n\nStockholders\nof record as of the Record Date can attend the Annual Meeting online by logging onto our virtual forum at www.virtualshareholdermeeting.com/ABEO2026\nand following the instructions provided on their proxy card, vote instruction card or “Important Notice Regarding the Availability\nof Proxy Materials.” To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card,\nvoter instruction card or “Important Notice Regarding the Availability of Proxy Materials.” If you do not have this control\nnumber at the time of the Annual Meeting, you will still be able to attend virtually, but you will not be able to vote or ask questions.\n\n \n\nThe\nvirtual Annual Meeting platform is fully supported across browsers (Microsoft Edge, Firefox, Chrome, and Safari) and devices (desktops,\nlaptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Attendees should ensure that\nthey have a strong Wi-Fi connection wherever they intend to participate in the virtual Annual Meeting. Attendees should also give themselves\nplenty of time to log in and ensure that they can hear streaming audio prior to the start of the virtual Annual Meeting.\n\n \n\nThis\nproxy statement should be read together with our Annual Report, including the financial statements and management’s discussion\nand analysis of financial condition and results of operations contained therein.\n\n \n\n3\n\n \n\n** **\n\n**CORPORATE\nGOVERNANCE MATTERS**\n\n** **\n\nPursuant\nto the Delaware General Corporation Law and our Bylaws, our business, property and affairs are managed by or under the direction of our\nBoard. Members of the Board are kept informed of our business through discussions with our senior management, including our Chief Executive\nOfficer, by reviewing materials provided to them and by participating in meetings of the Board and its committees. The Board is currently\ncomprised of nine directors. The Board meets during our fiscal year to review significant developments affecting us and to act on matters\nrequiring Board approval.\n\n \n\nThe\nBoard has adopted a number of corporate governance documents, including charters for its Audit Committee, Compensation Committee, Nominating\nand Corporate Governance Committee, and Science and Technology Committee; corporate governance guidelines; a code of business conduct\nand ethics for employees, executive officers and directors (including its principal executive officer and principal financial officer)\nand a whistleblower policy regarding the treatment of complaints on accounting, internal accounting controls and auditing matters. All\nof these documents are available on our website at www.abeonatherapeutics.com under the heading “Investors & Media—Corporate\nGovernance—Governance Documents,” and a copy of any such document may be obtained, without charge, upon written request to\nthe Company, c/o Investor Relations, 6555 Carnegie Ave., 4th Floor, Cleveland, OH 44103.\n\n \n\n*Stockholder\nCommunications with the Board*\n\n* *\n\nThe\nBoard has established a process for stockholders to send communications to it. Stockholders may send written communications to the Board\nor individual directors to Abeona Therapeutics Inc., Board of Directors, c/o Corporate Secretary, 6555 Carnegie Ave., 4th Floor, Cleveland,\nOH 44103. Stockholders also may send communications via email to IR@abeonatherapeutics.com with the notation “Attention: Corporate\nSecretary” in the subject field. All communications will be reviewed by the Corporate Secretary of the Company, who will determine\nwhether such communications are relevant and for a proper purpose and appropriate for Board review and, if applicable, will submit such\ncommunications to the Board on a periodic basis.\n\n \n\n**Director\nIndependence**\n\n** **\n\nWe\nare listed on the Nasdaq Capital Market (“Nasdaq”) and are subject to the Nasdaq rules and regulations governing director\nindependence. The Board has determined that nine of our 10 directors are independent under applicable Nasdaq rules, namely\nLeila Alland, M.D., Mark J. Alvino, Michael Amoroso, Faith L. Charles, Eric Crombez, M.D., Keith A. Goldan, Christine Silverstein,\nDonald A. Wuchterl and Bernhardt G. Zeiher, M.D.\n\n \n\n**Board\nLeadership Structure**\n\n** **\n\nThe\nBoard has no set policy with respect to the separation of the roles of Chairman of the Board and principal executive officer. Michael\nAmoroso currently serves as our Chairman of the Board and Vishwas Seshadri as Chief Executive Officer (principal executive officer).\n\n \n\nOur\nBoard leadership structure is commonly utilized by other public companies in the United States. We believe this leadership structure\nis appropriate and effective for us given the size and scope of our business, the experience and active involvement of our independent\ndirectors and our corporate governance practices, which include regular communication with and interaction between and among the Chief\nExecutive Officer, Chief Financial Officer, and Chief Legal Officer and the independent directors. Of the current members of our Board,\neight are independent from management.\n\n \n\n**Board\nof Directors’ Role in Risk Oversight**\n\n** **\n\nThe\nBoard is responsible for overseeing our management and operations, including overseeing our risk assessment and risk management functions.\nWe believe that our directors provide effective oversight of risk management functions. We perform a risk review on a regular basis wherein\nthe management team evaluates the risks we expect to face in the upcoming year and over a longer-term horizon. From this risk assessment,\nplans are developed to deal with the risks identified. The results of this risk assessment are provided to the Board for its consideration\nand review. In addition, members of our management periodically present to the Board the strategies, issues, and plans for the areas\nof our business for which they are responsible. While the Board oversees risk management, our management is responsible for day-to-day\nrisk management processes. Additionally, the Board requires that management raise exceptional issues to the Board. We believe this division\nof responsibilities is the most effective approach for addressing the risks we face and that the Board leadership structure supports\nthis approach.\n\n \n\n4\n\n \n\n \n\n**Code\nof Business Conduct and Ethics**\n\n** **\n\nWe\nhave adopted a Code of Business Conduct and Ethics (the “Code”) that applies to all of our employees (including executive\nofficers) and directors. The Code is available on our website at www.abeonatherapeutics.com under the heading “Investors &\nMedia—Corporate Governance—Governance Documents.” We intend to satisfy any disclosure requirements under applicable\nSEC or Nasdaq rules regarding any waiver of a provision of the Code applicable to any executive officer or director, by posting such\ninformation on such website. We shall provide to any person without charge, upon request, a copy of the Code. Any such request must be\nmade in writing to Abeona Therapeutics Inc., c/o Investor Relations, 6555 Carnegie Ave., 4th Floor, Cleveland, OH 44103.\n\n \n\nUnder\nour insider trading policy, directors, executive officers and employees generally may not engage in short-term, speculative trading in\nCompany stock, such as entering into short sales, buying, selling or writing puts or calls, or engaging in hedging or other derivative\ntransactions; hold Company stock in a margin account; or pledge Company stock as collateral for a loan.\n\n \n\n**Officers\nand Directors**\n\n** **\n\nOur\ncurrent directors and executive officers are as follows:\n\n \n\n**Name**\n\n \n\n**Age**\n\n \n\n**Title**\n\n \n\n**Term\nof Office**\n\nMichael\nAmoroso\n \n48\n \nChairman\nof the Board\n \nSince\nMarch 2021\n\nLeila\nAlland, M.D.\n \n63\n \nDirector\n \nSince\nApril 2021\n\nMark\nJ. Alvino\n \n58\n \nDirector\n \nSince\nMarch 2021\n\nFaith\nL. Charles\n \n64\n \nDirector\n \nSince\nMarch 2021\n\nEric\nCrombez, M.D.\n \n53\n \nDirector\n \nSince\nAugust 2024\n\nKeith A. Goldan\n \n\n55\n\n \nDirector\n \nSince April 2026\n\nChristine\nSilverstein\n \n43\n \nDirector\n \nSince\nMarch 2020\n\nDonald\nA. Wuchterl\n \n56\n \nDirector\n \nSince\nApril 2021\n\nBernhardt\nG. Zeiher, M.D.\n \n62\n \nDirector\n \nSince\nAugust 2024\n\nVishwas\nSeshadri, Ph.D.\n \n50\n \nPresident,\nChief Executive Officer, Director\n \nSince\nOctober 2021\n\nJoseph\nVazzano\n \n42\n \nChief\nFinancial Officer\n \nSince\nMarch 2022\n\nBrendan\nO’Malley, Ph.D.\n \n57\n \nChief\nLegal Officer\n \nSince\nSeptember 2021\n\nMadhav\nVasanthavada, Ph.D.\n \n47\n \nChief\nCommercial Officer\n \nSince\nJanuary 2026*\n\n \n\n*\nDr. Vasanthavada joined the Company in June of 2022 and became an executive officer in January 2026.\n\n \n\nOur\nCertificate of Incorporation and Bylaws presently provide that our Board shall consist of three to 15 members, divided into three staggered\nclasses as nearly equal in number as possible. The Board is currently comprised of nine directors. Our directors serve for a term of\nthree years and until the respective election and qualification of their successors. Pursuant to our Bylaws, the Board selects our Chairman\nof the Board and our executive officers. Each of our executive officers is selected by the Board for a term of one year or until the\nexecutive officer’s successor is duly elected and qualified or until such executive officer’s resignation or removal. There\nis no family relationship among any of our directors or executive officers.\n\n \n\n**Committees\nof the Board of Directors**\n\n** **\n\nThe\nBoard has established an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, and a Science\nand Technology Committee. Each of the committees of the Board acts pursuant to a separate written charter adopted by the Board, each\nof which is available on our website at www.abeonatherapeutics.com under “Investors & Media—Corporate Governance—Governance\nDocuments.”\n\n \n\nThe\nAudit Committee is currently comprised of Keith Goldan (Chair), Mark J. Alvino, Bernhardt Zeiher, M.D. and Donald A. Wuchterl.\nMr. Goldan became the Chair of the Audit Committee upon joining the Board in April 2026. Prior to that, Mr. Alvino was the Chair of\nthe Audit Committee. The Board has determined that both Mr. Goldan and Mr. Alvino qualify as an “audit committee\nfinancial expert,” under applicable SEC rules and regulations. The Audit Committee’s responsibilities and duties are, among\nother things, to engage the independent auditors, review the audit fees, supervise matters relating to audit functions and review and\nset internal policies and procedure regarding audits, accounting and other financial controls. The Board has determined that each\nof Mr. Goldan, Mr. Alvino, Dr. Zeiher and Mr. Wuchterl are independent under applicable SEC and Nasdaq rules and regulations.\n\n \n\n5\n\n \n\n \n\nThe\nCompensation Committee is currently comprised of Mark J. Alvino (Chair), Leila Alland, M.D. and Faith L. Charles. All committee members\nare non-employee directors under applicable SEC rules and are independent under applicable SEC and Nasdaq rules and regulations. The\nCompensation Committee oversees the discharge of the responsibilities of the Board relating to compensation of the Company’s executive\nofficers.\n\n \n\nThe\nNominating and Corporate Governance Committee is currently comprised of Faith L. Charles (Chair), Michael Amoroso and Donald A. Wuchterl.\nThe Nominating and Corporate Governance Committee is responsible for, among other things, considering potential Board members, making\nrecommendations to the full Board as to nominees for election to the Board, assessing the effectiveness of the Board and implementing\nour corporate governance guidelines. All Nominating and Corporate Governance Committee members also are independent under applicable\nSEC and Nasdaq rules and regulations.\n\n \n\nThe\nScience and Technology Committee is currently comprised of Leila Alland, M.D. (Chair), Eric Crombez, M.D. and Bernhardt G. Zeiher,\nM.D. The Science and Technology Committee was formed to, among other things, advise the Board regarding the Company’s strategic direction in research and development, and the Company’s scientific initiatives, including business development activities.\n\n \n\n**Meetings\nAttendance**\n\n** **\n\nThe\nBoard held six meetings during the 2025 fiscal year. None of the directors attended less than 75% of the Board meetings and\nmeetings of committees of which he or she was a member that were held during the period of his or her service as a director in 2025.\n\n \n\nThe\nAudit Committee held four meetings during the 2025 fiscal year, and all members were present at each meeting. The Compensation Committee\nheld two meetings during the 2025 fiscal year, and all members were present. The Nominating and Corporate Governance Committee held one\nmeeting during the 2025 fiscal year, and all members were present. The Science and Technology Committee held three meetings during the\n2025 fiscal year, and all members were present. Eight of the directors then currently serving as director attended the 2025 annual meeting\nof stockholders. Although we currently do not require directors to attend annual stockholder meetings, we do encourage directors to do\nso and welcome their attendance.\n\n \n\n**Director\nand Executive Compensation Governance Principles**\n\n** **\n\nThe\nCompany has adopted certain governance principles related to director and executive compensation as follows:\n\n \n\n \n●\nOn\nan annual basis, the Compensation Committee selects and retains an independent compensation consultant to compare the Company’s\nexecutive compensation levels, policies, practices and procedures to a set of peer companies selected by the Compensation Committee\nwith input from the independent consultant. The independent consultant prepares and submits to the Compensation Committee a\nreport summarizing this comparative study and its recommendations relating to executive compensation. The Company’s executive\nofficers play no substantive role in the selection or dismissal of the independent consultant.\n\n \n \n \n\n \n●\nOn\nan annual basis, qualified experts in the field present recent developments and best practices concerning executive compensation\nto the Compensation Committee.\n\n \n \n \n\n \n●\nOn\nan annual basis, the proposed compensation package for non-employee directors must be recommended by the Compensation Committee to\nthe Board following the receipt of a report from an independent consultant analyzing the non-employee director compensation package\nof the Company’s peer companies.\n\n \n\n**Outside\nCompensation Consultant**\n\n** **\n\nFor\n2025, the Compensation Committee engaged Radford, a unit of Aon plc (“Radford”), as an independent compensation consultant\nto provide certain services related to executive and non-employee director compensation. Radford assisted with the Compensation Committee’s\nreview of the Company’s annual salary, bonus and equity compensation plans for executive officers and annual cash and equity compensation\nfor non-employee directors. Radford does not provide any other services to the Company unless approved by the Compensation Committee,\nand no such services were provided in 2025. After considering the relevant factors, the Company determined that no conflicts of interest\nhave been raised in connection with the services Radford performed for the Compensation Committee in 2025.\n\n \n\n6\n\n \n\n \n\n**AUDIT\nCOMMITTEE REPORT**\n\n** **\n\nIn\nfulfilling its oversight responsibility, the Audit Committee reviewed and discussed our audited 2025 year-end financial statements with\nmanagement and with Deloitte & Touche LLP, our independent registered public accounting firm during the fiscal year ended December\n31, 2025. The Audit Committee discussed with the independent registered public accounting firm the matters required to be discussed by\nthe Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 61, Communications with Audit Committees. In\naddition, the Audit Committee received from the independent registered public accounting firm written disclosures and the letter required\nby the applicable standards of the PCAOB. The Audit Committee also discussed with the independent registered public accounting firm the\nauditors’ independence from management and the Company, including a review of audit and non-audit fees and the matters covered\nby the written disclosures and letter provided by the independent registered public accounting firm.\n\n \n\nThe\nAudit Committee discussed with Deloitte & Touche LLP the overall scope and plans for the audit. The Audit Committee met with Deloitte\n& Touche LLP to discuss the results of their audit and reviews, their evaluations of the Company and its personnel, our internal\ncontrols and the overall quality of our financial reporting.\n\n \n\nBased\non the reviews and discussions referred to above, the Audit Committee reviewed and recommended to the Board that our audited 2025 year-end\nfinancial statements be included in our Annual Report, for filing with the SEC.\n\n \n\nThe\nforegoing Audit Committee Report shall not be deemed to be “soliciting material” or “filed” or incorporated by\nreference in future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent the Company\nspecifically incorporates it by reference into such future filings.\n\n \n\nAUDIT\nCOMMITTEE\n\n \n\nMark\nJ. Alvino, Chairman\n\nBernhardt\nZeiher, M.D.\n\nDonald\nA. Wuchterl\n\n \n\n7\n\n \n\n \n\n**COMPENSATION\nOF DIRECTORS**\n\n** **\n\n*Compensation\nfor Board Service in 2025*. Each director who is not also an Abeona employee is entitled to receive an annual board fee, an\nannual chairman of a committee fee for their service as committee chair for which they chair, and an annual committee fee for their\nservice on each Board committee. These fees are paid in cash quarterly. In addition, we reimburse each director, whether an employee\nor not, for the expense of attending Board and committee meetings. Additional fees paid for service as a chairperson of a Board\ncommittee include the following: Chairman of the Board receives an additional $35,000 per year; Chairman of the Audit Committee\nreceives an additional $20,000 per year; and each Chairman of the Compensation, Nominating and Corporate Governance, and Science and\nTechnology Committees receive an additional $15,000 per year. During 2025, the annual board fee was $50,000 and the annual committee\nfee was $7,500 per committee served.\n\n \n\nIn\naddition, incumbent non-employee directors were each granted an equity award valued at $200,000 for service on the Board in 2025\nconsisting of restricted stock. These equity awards vest one year after the date of grant.\n\n \n\n**Director\nCompensation Table – 2025**\n\n** **\n\nThe\ntable below represents the compensation paid to each of our directors who served on the Board during the year ended December 31, 2025,\nother than Dr. Seshadri, whose compensation as our President and Chief Executive Officer is set forth under “Executive Compensation\n— Summary Compensation Table” below:\n\n \n\nName \nFees Earned or Paid in Cash ($)(1)  \nStock Awards ($) (3)  \nAll Other Compensation ($)  \nTotal\n($) \n\nLeila Alland, M.D. \n 90,000  \n 200,000(2) \n             -  \n 290,000 \n\nMark J. Alvino \n 85,000  \n 200,000(2) \n -  \n 285,000 \n\nMichael Amoroso \n 85,000  \n 200,000(2) \n -  \n 285,000 \n\nFaith L. Charles \n 72,500  \n 200,000(2) \n -  \n 272,500 \n\nEric Crombez, M.D. \n 57,500  \n 200,000(2) \n -  \n 257,500 \n\nChristine Silverstein \n 50,000  \n 200,000(2) \n -  \n 250,000 \n\nDonald A. Wuchterl \n 67,500  \n 200,000(2) \n -  \n 267,500 \n\nBernhardt G. Zeiher, M.D. \n 57,500  \n 200,000(2) \n -  \n 257,500 \n\n \n\n(1)\nAmounts\nshown reflect the annual board fee and annual committee fee(s) earned in 2025.\n\n \n \n\n(2)\nRepresents\nthe aggregate grant date fair value of 36,101 shares of the Company’s common stock on January 31, 2025, the date the restricted\nstock awards were granted ($5.54 per share) as reported on Nasdaq’ computed in accordance with ASC 718. Our assumptions\nin determining fair value are described in Note 12 of Notes to Consolidated Financial Statements in Part II, Item 8 of the Annual\nReport. Amounts shown do not reflect the compensation actually received by the directors.\n\n \n \n\n(3)\nThe\naggregate number of stock awards outstanding for each continuing director as of December 31, 2025 is 36,101.\n\n \n\n8\n\n \n\n \n\n**Certain\nRelationships and Related Transactions**\n\n** **\n\nOn\noccasion we may engage in certain related party transactions. Pursuant to our Audit Committee charter, all related party transactions\nmust be reviewed and approved by the Audit Committee. There were no related party transactions in 2025.\n\n \n\n**Equity\nCompensation Plan Information**\n\n** **\n\nThe\nfollowing table sets forth information about shares of Common Stock outstanding and available for issuance under our existing equity\ncompensation plans as of December 31, 2025.\n\n \n\nPlan Category \nNumber of securities to be issued upon exercise of outstanding options, warrants and rights(1)  \nWeighted-average exercise price of outstanding options, warrants and rights  \nNumber of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) \n\n  \n(a)  \n(b)  \n(c) \n\nEquity compensation plans approved by security holders: \n    \n    \n   \n\n2023 Equity Incentive Plan \n —  \n —  \n 3,298,589 \n\n2015 Equity Incentive Plan(2) \n 176,019  \n$38.72  \n — \n\nEquity compensation plans not approved by security holders (3) \n —  \n —  \n 214,284 \n\nTotal \n 176,019  \n$38.72  \n 3,512,873 \n\n \n\n(1)\nA\ntotal of 3,334,065and 617,197 unvested restricted shares under the A&R 2023 Plan and 2023 Employment Inducement Equity Incentive\nPlan, respectively, were excluded from column (a) as those shares are considered issued at the time of grant. Unvested restricted\nshares were also excluded from column (c) as they are no longer available for future issuance.\n\n \n\n(2)\nNo\nfurther grants may be made under the 2015 Equity Incentive Plan.\n\n \n\n(3)\nOn\nSeptember 28, 2023, the Company adopted the 2023 Employment Inducement Equity Incentive Plan to provide the Company with an ability\nto grant equity incentive compensation as a material inducement for certain individuals to commence employment with the Company within\nthe meaning of Nasdaq Stock Market Rule 5635(c)(4) and, subject to the adjustment provisions of the 2023 Employment Inducement Equity\nIncentive Plan, reserved 1,000,000 shares of the Company’s common stock for issuance pursuant to equity awards granted under\nthe 2023 Employment Inducement Equity Incentive Plan.\n\n \n\n9\n\n \n\n** **\n\n**SECURITY\nOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**\n\n** **\n\nThe\nCompany has determined beneficial ownership of our Common Stock as of April 15, 2026, in accordance with the rules of the SEC.\nThese rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power\nwith respect to those securities. In addition, these rules require that the Company include shares of Common Stock issuable pursuant\nto the vesting of restricted stock units and the exercise of stock options and warrants that are either immediately exercisable or exercisable\nwithin 60 days of April 15, 2026. These shares are deemed to be outstanding and beneficially owned by the person holding those\noptions or warrants for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for\nthe purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified\nin this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable\ncommunity property laws.\n\n \n\nName and Address\nof Beneficial Owner \n\n**Amount\nand Nature**\n\n**of\nBeneficial**\n\n**Ownership\nof**\n\n**Common\nStock(2)**\n  \nPercent\nof\n\nCommon Stock(3) \n\nDirectors, Director Nominees,\nand Named Executive Officers(1): \n    \n   \n\nLeila\nAlland, M.D.(4) \n 177,541  \n * \n\nMark J.\nAlvino(5) \n 87,992  \n * \n\nMichael Amoroso(6) \n 267,779  \n * \n\nFaith\nL. Charles(7) \n 180,334  \n * \n\nEric Crombez,\nM.D. \n 63,456  \n * \n\nChristine Silverstein(8) \n 158,237  \n * \n\nKeith A. Goldan \n \n32,751\n  \n * \n\nDonald\nA. Wuchterl(9) \n 171,862  \n * \n\nBernhardt\nG. Zeiher, M.D. \n 84,458  \n * \n\nVishwas Seshadri(10) \n 1,458,423  \n 2.6%\n\nBrendan O’Malley(11) \n 470,214  \n * \n\nJoseph Vazzano \n 567,775  \n 1.0%\n\nAll directors, director\nnominees, and executive officers as a group (consisting of 13 persons) \n 4,041,791  \n 7.1%\n\n5% Beneficial Owners: \n    \n   \n\nNantahala\nCapital Management, LLC(12) \n 5,184,662  \n 9.1%\n\nDaniel\nKaufman(13) \n \n2,943,629\n  \n 5.2%\n\nFunicular Funds(14) \n \n3,007,329\n  \n \n5.3\n%\n\n \n\n*\nLess\nthan 1%\n\n \n\n(1)\nThe\naddress for each director, director nominee, and named executive officer is: Abeona Therapeutics Inc., 6555 Carnegie Avenue, 4th\nFloor Cleveland, OH 44103.\n\n \n \n\n(2)\nIncludes outstanding shares of Common Stock held plus\nall shares of Common Stock issuable upon exercise of options, warrants and other rights exercisable within 60 days after April 15,\n2026.\n\n \n \n\n(3)\nBased\nupon 56,882,523 shares of Common Stock issued and outstanding as of April 15, 2026.\n\n \n \n\n(4)\nDr.\nAlland is known to beneficially own an aggregate of 173,614 shares of our Common Stock and presently exercisable options for the\npurchase of 3,927 shares pursuant to the 2015 Equity Incentive Plan.\n\n \n \n\n(5)\nMr.\nAlvino is known to beneficially own an aggregate of 84,065 shares of our Common Stock and presently exercisable options for the purchase\nof 3,927 shares pursuant to the 2015 Equity Incentive Plan.\n\n \n \n\n(6)\n\nMr.\nAmoroso is known to beneficially own an aggregate of 217,779 shares of our Common Stock and presently exercisable options for the purchase\nof 50,000 shares of our Common Stock pursuant to the 2015 Equity Incentive Plan.\n\n \n\n10\n\n \n\n \n\n(7)\nMs.\nCharles is known to beneficially own an aggregate of 176,407 shares of our Common Stock and presently exercisable options for the\npurchase of 3,927 shares of our Common Stock pursuant to the 2015 Equity Incentive Plan.\n\n \n \n\n(8)\nMs.\nSilverstein is known to beneficially own an aggregate of 137,722 shares of our Common Stock and presently exercisable options for\nthe purchase of 20,515 shares of our Common Stock pursuant to the 2015 Equity Incentive Plan.\n\n \n \n\n(9)\n\nMr.\nWuchterl is known to beneficially own an aggregate of 167,935 shares of our Common Stock and presently exercisable options for the\npurchase of 3,927 shares of our Common Stock pursuant to the 2015 Equity Incentive Plan.\n\n \n\n(10)\nDr.\nSeshadri is known to beneficially own an aggregate of 1,430,423 shares of our Common Stock and presently exercisable options\nfor the purchase of 28,000 shares of our Common Stock pursuant to the 2015 Equity Incentive Plan.\n\n \n\n(11)\nDr.\nO’Malley is known to beneficially own an aggregate of 451,134 shares of our Common Stock and presently exercisable options\nfor the purchase of 19,080 shares of our Common Stock pursuant to the 2015 Equity Incentive Plan.\n\n \n \n\n(12)\nAccording\nto information set forth in a Schedule 13G/A filed with the SEC on October 6, 2025 by Nantahala Capital Management, LLC (“Nantahala”),\nWilmot B. Harkey and Daniel Mack. Nantahala may be deemed to be the beneficial owner of 5,184,662 shares of our Common Stock held\nby funds and separately managed accounts under its control, and as the managing members of Nantahala, each of Wilmot B. Harkey and\nDaniel Mack may be deemed to be a beneficial owner of those shares of our Common Stock. The 5,184,662 shares of our Common Stock\nincludes 619,997 shares of our Common Stock that may be acquired by Nantahala within 60 days through the exercise of warrants. Nantahala\nCapital Management, LLC’s address is 130 Main St. 2nd Floor, New Canaan, CT 06840.\n\n \n \n\n(13)\nAccording to information set forth on a Schedule 13G\nfiled by Daniel Kaufman with the SEC on March 27, 2026, Mr. Kaufman has sole voting power and sole dispositive power over 2,943,629\nshares. The address of Mr. Kaufman is 2158 Park Boulevard, San Juan, Puerto Rico, 00913.\n\n \n \n\n(14)\n\nAccording to information set forth on a Schedule 13G\nfiled with the SEC on April 6, 2026, Funicular Funds, LP, Cable Car Capital, LP, and Ma-Weaver Jacob each have sole voting power\nand sole dispositive power over 3,007,329 shares. According to the Schedule 13G, Cable Car Capital, LP is the General Partner of\nFunicular Funds, LP, and Jacob Ma-Weaver is the Managing Member of Cable Car Capital, LP. The address for each of Funicular Funds,\nLP, Cable Car Capital, LP, and Ma-Weaver Jacob is 601 California Street, Suite 1151, San Francisco, CA 94108.\n\n \n\nTo\nour knowledge, except as noted above, no person or entity is the beneficial owner of more than 5% of the voting power of the Company’s\nCommon Stock.\n\n \n\n11\n\n \n\n** **\n\n**EXECUTIVE\nCOMPENSATION**\n\n** **\n\nThe\nfollowing table sets forth the aggregate compensation paid to: (i) our principal executive officer at the end of fiscal year 2025, Vishwas\nSeshadri, and (ii) our only other executive officers other than our principal executive officer who were serving as an executive officer\nat the end of fiscal year 2025, Joseph Vazzano and Brendan O’Malley.\n\n \n\n**Summary\nCompensation Table**\n\n** **\n\n****\n\n** **** **\n** **** **** **\n** **** **** **\n** **** **** **\n** **** **** **\n** **** **** **\n**Non-Equity**** **** **\n**All**** **** **\n** **** **\n\n**Name and**** **\n** **** **** **\n** **** **** **\n** **** **** **\n**Option**** **** **\n**Stock**** **** **\n**Incentive Plan**** **** **\n**Other**** **** **\n** **** **\n\n**Principal**** **\n** **** **** **\n**Salary**** **** **\n**Bonus**** **** **\n**Awards**** **** **\n**Awards**** **** **\n**Compensation**** **** **\n**Compensation**** **** **\n**Total**** **\n\n**Position**** **\n**Year**** **** **\n**($)**** **** **\n**($)(1)**** **** **\n**($)**** **** **\n**($)(2)**** **** **\n**($)(3)**** **** **\n**($)(4)**** **** **\n**($)**** **\n\nVishwas\nSeshadri *President and Chief Executive Officer* \n2025  \n 662,000  \n 533,333  \n -  \n 2,472,698  \n 309,485  \n 14,000  \n 3,991,516 \n\n  \n2024  \n 615,375  \n 533,333  \n -  \n 2,035,200  \n 309,000  \n 13,800  \n 3,506,708 \n\nJoseph\nVazzano *Chief Financial Officer* \n2025  \n 475,903  \n 235,333  \n -  \n 836,400  \n 173,229  \n 14,000  \n 1,734,865 \n\n  \n2024  \n 456,867  \n 235,333  \n -  \n 744,960  \n 183,039  \n 13,800  \n 1,633,999 \n\nBrendan\nO’Malley *Chief Legal Officer* \n2025  \n 456,435  \n 150,000  \n -  \n 600,000  \n 163,491  \n 14,000  \n 1,383,926 \n\n  \n2024  \n 438,177  \n 150,000  \n -  \n 492,907  \n 175,552  \n 13,800  \n 1,270,436 \n\n** **\n\n(1)\nReflects\ncash retention bonuses paid on June 23, 2024 and June 23, 2025. These retention bonuses were to make up for the shortfall in equity\nthat was granted in 2022 as compared to the recommended market amount to be granted.\n\n \n\n(2)\nReflects\naggregate grant date fair value for the fiscal years presented, computed in accordance with ASC 718, in respect of restricted stock\nawards. Our assumptions in determining fair value are described in Note 12 of Notes to Consolidated Financial Statements in Part\nII, Item 8 of the Annual Report. Amounts shown do not reflect the compensation actually received by the named executive officers.\n\n \n\n(3)\nAmounts\nshown reflect target-based cash incentive bonuses earned with respect to the fiscal years presented.\n\n \n\n(4)\nRepresents\nemployer matching contributions to the Company’s 401(k) Defined Contribution Plan.\n\n \n\n12\n\n \n\n \n\n**Outstanding\nEquity Awards at Fiscal Year-End**\n\n** **\n\nThe\nfollowing table summarizes the aggregate number of option and stock awards held by our named executive officers (“NEOs”)\nas of December 31, 2025.\n\n \n\n \n \n \n \n**Option Awards**\n \n \n**Stock Awards**\n \n\n \n \n \n \n**Number of**\n \n \n**Number of**\n \n \n \n \n \n \n \n \n \n \n**Number of**\n \n \n**Market Value**\n \n\n \n \n \n \n**Securities**\n \n \n**Securities**\n \n \n \n \n \n \n \n \n \n \n**Shares or**\n \n \n**of Shares or**\n \n\n \n \n \n \n**Underlying**\n \n \n**Underlying**\n \n \n \n \n \n \n \n \n \n \n**Units**\n \n \n**Units of**\n \n\n \n \n \n \n**Unexercised**\n \n \n**Unexercised**\n \n \n**Option**\n \n \n \n \n \n \n**of Stock**\n \n \n**Stock**\n \n\n \n \n \n \n**Options**\n \n \n**Options**\n \n \n**Exercise**\n \n \n**Option**\n \n \n**That Have**\n \n \n**That Have**\n \n\n \n \n**Grant**\n \n**(#)**\n \n \n**(#)**\n \n \n**Price**\n \n \n**Expiration**\n \n \n**Not Vested**\n \n \n**Not Vested**\n \n\n         **Name      **\n \n**Date**\n \n**Exercisable**\n \n \n**Unexercisable**\n \n \n**($)**\n \n \n**Date**\n \n \n**(#)**\n \n \n**($)(1)**\n \n\n \n \n1/21/2025\n \n \n-\n \n \n \n-\n \n \n$\n-\n \n \n \n-\n \n \n \n476,435\n(2)\n \n$\n        2,510,812\n \n\n \n \n7/8/2024\n \n \n-\n \n \n \n-\n \n \n$\n-\n \n \n \n-\n \n \n \n282,667\n(2)\n \n$\n1,489,653\n \n\nVishwas\nSeshadri\n \n6/5/2023\n \n \n-\n \n \n \n-\n \n \n$\n-\n \n \n \n-\n \n \n \n112,276\n(2)\n \n$\n591,695\n \n\n \n \n9/28/2022\n \n \n-\n \n \n \n-\n \n \n$\n-\n \n \n \n-\n \n \n \n38,800\n(2)\n \n$\n204,476\n \n\n \n \n10/15/2021\n \n \n12,000\n \n \n \n-\n \n \n$\n22.75\n \n \n \n10/15/2031\n \n \n \n-\n \n \n$\n-\n \n\n \n \n6/1/2021\n \n \n16,000\n \n \n \n-\n \n \n$\n42.75\n \n \n \n6/1/2031\n \n \n \n-\n \n \n$\n-\n \n\n \n \n6/5/2025\n \n \n-\n \n \n \n-\n \n \n$\n-\n \n \n \n-\n \n \n \n13,333\n(3)\n \n$\n70,265\n \n\n \n \n1/21/2025\n \n \n-\n \n \n \n-\n \n \n$\n-\n \n \n \n-\n \n \n \n144,509\n(3)\n \n$\n761,562\n \n\n \n \n7/8/2024\n \n \n-\n \n \n \n-\n \n \n$\n-\n \n \n \n-\n \n \n \n103,467\n(3)\n \n$\n545,269\n \n\nJoseph\nVazzano\n \n6/5/2023\n \n \n-\n \n \n \n-\n \n \n$\n-\n \n \n \n-\n \n \n \n47,303\n(3)\n \n$\n249,285\n \n\n \n \n9/28/2022\n \n \n-\n \n \n \n-\n \n \n$\n-\n \n \n \n-\n \n \n \n18,186\n(3)\n \n$\n95,840\n \n\n \n \n7/21/2022\n \n \n-\n \n \n \n-\n \n \n$\n-\n \n \n \n-\n \n \n \n3,000\n(3)\n \n$\n15,810\n \n\n \n \n3/14/2022\n \n \n-\n \n \n \n-\n \n \n$\n-\n \n \n \n-\n \n \n \n2,000\n(3)\n \n$\n10,540\n \n\n \n \n1/21/2025\n \n \n-\n \n \n \n-\n \n \n$\n-\n \n \n \n-\n \n \n \n115,607\n(4)\n \n$\n609,249\n \n\n \n \n7/8/2024\n \n \n-\n \n \n \n-\n \n \n$\n-\n \n \n \n-\n \n \n \n68,460\n(4)\n \n$\n360,784\n \n\n \n \n6/5/2023\n \n \n-\n \n \n \n-\n \n \n$\n-\n \n \n \n-\n \n \n \n30,301\n(4)\n \n$\n159,685\n \n\n \n \n9/28/2022\n \n \n-\n \n \n \n-\n \n \n$\n-\n \n \n \n-\n \n \n \n18,186\n(4)\n \n$\n95,840\n \n\nBrendan\nO’Malley\n \n9/20/2021\n \n \n10,880\n \n \n \n-\n \n \n$\n30.25\n \n \n \n9/20/2031\n \n \n \n-\n \n \n$\n-\n \n\n \n \n3/1/2021\n \n \n4,000\n \n \n \n-\n \n \n$\n58.50\n \n \n \n3/1/2031\n \n \n \n-\n \n \n$\n-\n \n\n \n \n5/20/2020\n \n \n723\n \n \n \n-\n \n \n$\n28.75\n \n \n \n3/16/2030\n \n \n \n-\n \n \n$\n-\n \n\n \n \n3/16/2020\n \n \n1,277\n \n \n \n-\n \n \n$\n28.75\n \n \n \n3/16/2030\n \n \n \n-\n \n \n$\n-\n \n\n \n \n5/31/2019\n \n \n2,200\n \n \n \n-\n \n \n$\n28.75\n \n \n \n5/31/2029\n \n \n \n-\n \n \n$\n-\n \n\n \n\n(1)\nCalculated\nbased on our closing share price on December 31, 2025 of $5.27.\n\n \n \n\n(2)\nDr.\nSeshadri’s restricted stock will vest in the following periods: 155,200 shares granted on September 28, 2022 will be fully\nvested in September 2026; 336,826 shares granted on June 5, 2023 will be fully vested in June 2026; 424,000 shares granted on July\n8, 2024 will be fully vested in July 2027; and 476,435 shares granted on January 21, 2025 will be fully vested in January 2028.\n\n \n \n\n(3)\nMr.\nVazzano’s restricted stock will vest in the following periods: 8,000 shares granted on March 14, 2022 will be fully vested\nin March 2026; 12,000 shares granted on July 21, 2022 will be fully vested in July 2026; 72,750 shares granted on September 28, 2022\nwill be fully vested in September 2026; 141,908 shares granted on June 5, 2023 will be fully vested in June 2026; 155,200 shares\ngranted on July 8, 2024 will be fully vested in July 2027; 144,509 shares granted on January 21, 2025 will be fully vested in January\n2028; and 13,333 shares will be fully vested in July 2028.\n\n \n \n\n(4)\nDr.\nO’Malley’s restricted stock will vest in the following periods: 72,750 shares granted on September 28, 2022 will be fully\nvested in September 2026; 90,902 shares granted on June 5, 2023 will be fully vested in June 2026; 102,689 shares granted on July\n8, 2024 will be fully vested in July 2027; and 115,607 shares granted on January 21, 2025 will be fully vested in January 2028.\n\n \n\n13\n\n \n\n \n\n**Equity\nAward Grant Practices**\n\n** **\n\nThe\nCompensation Committee is generally responsible for approving grants of stock options and other stock and stock-based awards, except\nto the extent that the terms of the applicable equity plan require administration by the full Board or, to the extent permitted by and\nconsistent with applicable law and the provisions of the applicable equity plan, to the extent the Compensation Committee has delegated\nto the Chief Executive Officer the power to approve the grant of stock options or other stock or stock-based awards to employees of the\nCompany or any subsidiary of the Company who are not officers or directors of the Company. We generally aim to avoid granting equity\nawards including stock options (or similar awards), in anticipation of the release of material non-public information that is likely\nto result in changes to the price of our Common Stock, and we do not time the release of material non-public information based on stock\noption or other equity award grant dates. We do not currently grant stock options, stock appreciation rights, or similar option-like\ninstruments as part of our equity compensation program. Accordingly, during the last completed fiscal year, we did not grant any stock\noptions (or similar awards) to our NEOs during any period beginning four business days before the filing of any Company periodic report\non Form 10-Q or Form 10-K, or the filing or furnishing of any Company current report on Form 8-K that disclosed material nonpublic information\n(other than a Company current report on Form 8-K disclosing a material new option award grant under Item 5.02(e) of that form), and ending\none business day after the filing or furnishing of such reports. If stock options, stock appreciation rights, or similar option-like\ninstruments were to be granted in the future, the Company would generally aim to avoid granting such options, stock appreciation rights,\nor similar option-like instruments in anticipation of the release of material nonpublic information that is likely to result in changes\nto the price of our Common Stock.\n\n \n\n**Compensation\nPursuant to Agreements and Plans**\n\n** **\n\n*Employment\nAgreements*\n\n* *\n\nPresident\nand Chief Executive Officer\n\n \n\nOn\nOctober 15, 2021, Dr. Seshadri was appointed President, Chief Executive Officer, and Director. In his new role as President and Chief\nExecutive Officer, Dr. Seshadri was initially entitled to receive an annual base salary of $500,000 (which has been subsequently increased)\nand is eligible for an annual discretionary bonus with a target of 50% of his annual base salary. In connection with his appointment\nto President and Chief Executive Officer, Dr. Seshadri was granted 2,000 shares of restricted stock and options to purchase 12,000 shares\nof Common Stock. The options vest 25% on the one-year anniversary of the grant date and the remaining 75% vest in 36 equal monthly installments\nthereafter. The restricted stock will vest 25% on the one-year anniversary of the grant date and the remaining 75% vest in equal annual\ninstallments over the following 36 months. Dr. Seshadri is eligible to participate in all employee benefit plans that the Company may\nestablish for similarly situated employees, if and to the extent he is eligible pursuant to the terms of such plans and Company policies,\nwhich may be modified by the Company at its discretion.\n\n \n\nUnder\nthe terms of his employment agreement dated October 6, 2021, Dr. Seshadri and the Company may each terminate Dr. Seshadri’s employment\nfor any reason upon written notice to the other party. If Dr. Seshadri’s employment is terminated by the Company other than for\nCause, or by Dr. Seshadri for Good Reason (as each term is defined in his employment agreement), Dr. Seshadri will be entitled to (i)\na payment equal to the sum of his base salary plus his target annual bonus opportunity, (ii) payment equal to the cost of the premium\nfor his health coverage under the Company’s health plan for him and his dependents for the 12-month period following his termination\ndate, (iii) a pro-rata bonus for the year of termination and (iv) accelerated vesting equivalent to 12 months of continued employment\nfrom the Termination Date (disregarding such termination for such purpose) with respect to all unvested equity and any other long-term\nincentive awards granted to Dr. Seshadri and then outstanding on the Termination Date. The Company’s obligations in the preceding\nsentence are conditioned upon, among other things, Dr. Seshadri’s execution and nonrevocation of a release of claims in favor of\nthe Company and its affiliates.\n\n \n\n14\n\n \n\n \n\nIf\nDr. Seshadri remains continuously employed through the date of a Change in Control (as that term is defined in his employment agreement),\nall outstanding equity compensation awards will become fully vested and exercisable immediately.\n\n \n\nChief\nFinancial Officer\n\n \n\nPursuant\nto his employment agreement dated February 28, 2022, upon achievement of certain corporate actions effective July 2, 2022, Mr. Vazzano’s\nannual base salary was increased to $400,000 (which has been subsequently increased), and he was granted 12,000 restricted shares of\nCommon Stock pursuant to the Company’s 2015 Equity Incentive Plan, with 25% vesting on each of July 21, 2023, July 21, 2024, July\n21, 2025 and July 21, 2026.\n\n \n\nUnder\nthe terms of his employment agreement, Mr. Vazzano and the Company may each terminate Mr. Vazzano’s employment for any reason upon\nwritten notice to the other party. If Mr. Vazzano’s employment is terminated by the Company other than for Cause, or by Mr. Vazzano for Good\nReason (as each term is defined in his employment agreement) within 12 months following a Change of Control, Mr. Vazzano will be entitled\nto (i) a payment equal to the sum of 12 months of his annual base salary plus 12 months of his annual target annual bonus opportunity\nand (ii) payment equal to the cost of the premium for his health coverage under the Company’s health plan for him and his dependents\nfor the 12-month period following his termination date. The Company’s obligations in the preceding sentence are conditioned upon,\namong other things, Mr. Vazzano’s execution and nonrevocation of a release of claims in favor of the Company and its affiliates.\n\n \n\nIf\nMr. Vazzano remains continuously employed through the date of a Change in Control (as that term is defined in his employment agreement),\nall outstanding equity compensation awards will become fully vested and exercisable immediately.\n\n \n\nChief\nLegal Officer\n\n \n\nDr.\nO’Malley joined Abeona in 2019 as Chief IP Counsel. He was entitled to an annual base salary of $321,000, effective January 1,\n2021 (which has been subsequently increased) and a target annual bonus opportunity equal to 35% of his base salary (which has been\nsubsequently increased). On September 20, 2021, Dr. O’Malley was appointed SVP, General Counsel. The amount of the annual bonus\nactually paid depended on the extent to which the performance goals are achieved or exceeded as determined by the Board. Dr. O’Malley\nis eligible to participate in all employee benefit plans that the Company may establish for similarly situated employees, if and to the\nextent he is eligible pursuant to the terms of such plans and Company policies, which may be modified by the Company at its discretion.\nDr. O’Malley’s job title was changed to Chief Legal Officer effective January 1, 2025\n\n \n\nUnder\nthe terms of his employment agreement dated September 16, 2021, Dr. O’Malley and the Company may each terminate Dr. O’Malley’s\nemployment for any reason upon written notice to the other party. If Dr. O’Malley’s employment is terminated\nby the Company other than for Cause, or by Dr. O’Malley for Good Reason (as each term is defined in his employment agreement) within\n12-months following a Change of Control, Dr. O’Malley will be entitled to (i) a payment equal to the sum of 12 months of his annual\nbase salary plus 12 months of his annual target annual bonus opportunity and (ii) payment equal to the cost of the premium for his health\ncoverage under the Company’s health plan for him and his dependents for the 12-month period following his termination date. The\nCompany’s obligations in the preceding sentence are conditioned upon, among other things, Dr. O’Malley’s execution\nand nonrevocation of a release of claims in favor of the Company and its affiliates.\n\n \n\nIf\nDr. O’Malley remains continuously employed through the date of a Change in Control (as that term is defined in his employment agreement),\nall outstanding equity compensation awards will become fully vested and exercisable immediately.\n\n \n\n*Retirement\nBenefits*\n\n* *\n\nThe\nCompany’s executives are provided usual and customary retirement benefits available to all employees. These include a 401(k) plan,\nlife insurance, accidental death and dismemberment insurance, medical and dental insurance, vision insurance, long-term disability insurance\nand a Company-sponsored pension plan. We provide matching contributions under our 401(k) plan to all employees, including the NEOs.\n\n \n\n**Compensation\nCommittee Discussion on Executive Compensation**\n\n** **\n\nThe\nCompensation Committee operates under a written charter adopted by the Board and is responsible for making all compensation decisions\nfor the Company’s directors and named executive officers, including determining base salary and annual incentive compensation amounts\nand recommending stock option grants and other stock-based compensation under our equity incentive plans. The Compensation Committee\ncharter can be found on our website at www.abeonatherapeutics.com under “Investors & Media—Corporate Governance—Governance\nDocuments.”\n\n** **\n\n****\n\n15\n\n \n\n** **\n\n**PAY\nVERSUS PERFORMANCE**\n\n** **\n\nIn\naccordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing\nthe following disclosure, as it applies to smaller reporting companies, regarding executive “Compensation Actually Paid”\n(“CAP”), as calculated under applicable SEC rules, for our principal executive officer (“PEO”) and our\nother named executive officers (“non-PEO NEOs”) and certain financial performance measures for the fiscal years ended December\n31, 2025, 2024 and 2023.\n\n \n\nIn\ndetermining the CAP to our PEO and the CAP to our non-PEO NEOs, we are required to make various adjustments to the total compensation\namounts that have been reported in the Summary Compensation Table (“SCT”), as the SEC’s valuation methods for this\nsection differ from those required in the SCT. Information regarding the methodology for calculating CAP to our PEO and the CAP to\nour non-PEO NEOs, including details regarding the amounts that were deducted from, and added to, the SCT totals to arrive at the values\npresented for CAP, are provided in the footnotes to the table. Note that for non-PEO NEOs, compensation is reported as an average.\n\n \n\nThe\nCompany is a smaller reporting company and is not required to disclose the total shareholder return for our peer group or to disclose\nthe company-selected measure or the tabular list of our most important financial performance measures.\n\n \n\n**Pay\nVersus Performance**\n\n** **\n\n**Year**\n \n**Summary\nCompensation Table Total for PEO**\n \n \n**Compensation\nActually Paid to PEO (1)**\n \n \n**Average\nSummary Compensation Table Total for Non-PEO NEOs**\n \n \n**Average\nCompensation Actually Paid to Non-PEO NEOs (1)**\n \n \n**Total\nShareholder Return**\n \n \n\n**Net\nIncome / (Loss)**\n\n**(in\nthousands)**\n\n \n\n**2025**\n \n$\n3,991,516\n \n \n$\n4,036,175\n \n \n$\n1,559,395\n \n \n$\n1,563,969\n \n \n$\n171.10\n \n \n$\n             71,183\n \n\n**2024**\n \n$\n3,506,708\n \n \n$\n3,988,235\n \n \n$\n1,452,218\n \n \n$\n1,622,252\n \n \n$\n180.84\n \n \n$\n             (63,734\n)\n\n**2023**\n \n$\n2,847,442\n \n \n$\n3,458,338\n \n \n$\n1,331,015\n \n \n$\n1,588,304\n \n \n$\n162.66\n \n \n$\n(54,188\n)\n\n \n\n \n(1)\nDeductions\nfrom, and additions to, total compensation as reported in the SCT by year to calculate CAP include:\n\n \n\n**Reconciliation\nof Summary Compensation Table Total to Compensation Actually Paid for PEO**\n\n \n\nYear \n2025 \n\nSummary Compensation Table Total \n$3,991,516 \n\n(Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year \n$(2,472,698)\n\nPlus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year \n$2,510,812 \n\nPlus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years \n$(130,123)\n\nPlus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year \n$136,668 \n\n(Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year \n$0 \n\nCompensation Actually Paid \n$4,036,175 \n\n \n\n \n\n**Reconciliation\nof Summary Compensation Table Total to Compensation Actually Paid for Non-PEO NEOs**\n\n \n\n**Year**\n \n**2025**\n \n\n**Summary\nCompensation Table Total**\n \n$\n1,559,395\n \n\n**(Minus):\nGrant Date Fair Value of Equity Awards Granted in Fiscal Year**\n \n$\n(718,200\n)\n\n**Plus:\nFair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year**\n \n$\n720,538\n \n\n**Plus/(Minus):\nChange in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years**\n \n$\n(43,635)\n \n\n**Plus/(Minus):\nChange in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year**\n \n$\n45,871\n \n\n**(Minus):\nFair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions\nin the Fiscal Year**\n \n$\n0\n \n\n**Compensation\nActually Paid**\n \n$\n1,563,969\n \n\n \n\n16\n\n \n\n \n\n**Description\nof Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)**\n\n** **\n\nThe\nfollowing chart sets forth the relationship between the average Compensation Actually Paid to our PEOs, the average of Compensation Actually\nPaid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years.\n\n \n\n \n\n**Description\nof Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Net Income**\n\n** **\n\nThe\nfollowing chart sets forth the relationship between the average Compensation Actually Paid to our PEOs, the average of Compensation Actually\nPaid to our Non-PEO NEOs, and our Net Income during the three most recently completed fiscal years.\n\n \n\n \n\n17\n\n \n\n \n\n**PROPOSALS\nTO BE VOTED UPON**\n\n** **\n\n**PROPOSAL\n1**\n\n** **\n\n**ELECTION\nOF DIRECTORS**\n\n** **\n\nOur\nCertificate of Incorporation and Bylaws presently provide that our Board shall consist of between three to 15 members, shall be divided\ninto three classes as nearly equal in number as possible, and that each director shall serve for a term of three years and until his/her\nsuccessor is elected and qualified or until his/her earlier resignation, death or removal. By resolution, the Board has set the number\nof its directors at 10 directors. The term of office of one class of directors expires each year in rotation so that one class\nis elected at each annual meeting of stockholders for a three-year term. The Board presently consists of 10 members.\n\n \n\nMr.\nAmoroso, Mr. Goldan, Dr. Zeiher, and Ms. Silverstein are Class 1 directors with their terms set to expire at the Annual Meeting.\nMr. Amoroso, Mr. Goldan, and Dr. Zeiher will stand for reelection as Class 1 directors at the Annual Meeting, at which time Ms.\nSilverstein’s term as director will expire and the size of the Board will be reduced to nine members. The Company thanks\nMs. Silverstein for her many years of service to the Company.\n\n \n\nDrs.\nAlland, Crombez, and Seshadri are Class 2 directors with their terms set to expire at the annual meeting of stockholders in 2027.\n\n \n\nMr.\nAlvino, Ms. Charles, and Mr. Wuchterl are Class 3 directors with their terms set to expire at the annual meeting of stockholders in 2028.\n\n \n\n**Nominees\nfor Term Expiring at the Annual Meeting (Class 1 Directors)**\n\n** **\n\nMr.\nAmoroso, Mr. Goldan, and Dr. Zeiher are Class 1 directors standing for election to the Board for a three-year term expiring at\nthe 2028 annual meeting of stockholders. Mr. Amoroso, Mr. Goldan, and Dr. Zeiher have each served as a director since March 2021,\nApril 2026, and August 2024, respectively. Mr. Amoroso’s, Mr. Goldan’s, and Dr. Zeiher’s terms will expire\nat the Annual Meeting. If elected at the Annual Meeting, they will each serve for a term of three years expiring on the date of\nthe annual meeting of stockholders in 2029. Mr. Amoroso, Mr. Goldan, and Dr. Zeiher exemplify how our Board values professional\nexperience in business and the pharmaceutical industry, as well as strong moral character. They each bring significant drug development\nexpertise to the Board. It is this strong and unique background and sets of skills that our Board believes provide it, as a whole, with\na strong foundation of technical expertise.\n\n \n\nThere\nis no family relationship among any of the directors or officers. The nominees have each consented to serve as a director and the Board\nhas no reason to believe that they will be unavailable for such service.\n\n \n\n**Business\nand Experience of the Nominee for Director**\n\n** **\n\n*Michael\nAmoroso*, 48, has been Chairman of the Board since October 15, 2021 and has been a director since March 19, 2021. Since October\n2021, Mr. Amoroso has served as President and Chief Executive Officer of Precision BioSciences, Inc. (Nasdaq: DTIL), a clinical stage\nbiotechnology company dedicated to improving life with its novel and proprietary ARCUS genome editing platform. Prior to that, Mr.\nAmoroso served as our President and Chief Executive Officer from March 2021 to October 2021. Mr. Amoroso joined Abeona in July\n2020 as Chief Commercial Officer and was promoted to Chief Operating Officer on November 2020. From August 2018 to January 2020, Mr.\nAmoroso served as Senior Vice President and Head of Worldwide Commercial Operations for Cell Therapy at Kite Pharma, a biotechnology\ncompany and subsidiary of Gilead Sciences, Inc., where he led all operations and functions charged with bringing the first wide-spread\nCAR T-cell therapy, YESCARTA®, to major world markets while also preparing the organization for its future cell therapy pipeline.\nPrior to his time at Kite, Mr. Amoroso served in senior level executive positions at Eisai Inc. from October 2017 to August 2018 and\nCelgene Corporation from 2011 to 2017. Mr. Amoroso has worked with companies in the small molecule, biologics, and cell and gene therapies space across large, medium,\nand small capitalization companies with his deepest areas of expertise in rare, oncological diseases. Mr. Amoroso earned his Executive\nM.B.A. in Management from the Stern School of Business, New York University, and his B.A. in Biological Sciences, summa cum laude, from\nRider University. Mr. Amoroso’s qualifications to serve on our Board include his extensive experience in leading teams, both directly\nand indirectly, across clinical development, regulatory and medical affairs, corporate affairs, and commercial affairs, both in the U.S.\nand globally, with direct operational experience in various pharmaceutical companies.\n\n \n\n*Keith A. Goldan*,\n55, became a director and Chair of the Board’s Audit Committee in April 2026. Since June 2022, Mr. Goldan has served as Chief Financial\nOfficer of Syndax Pharmaceuticals, Inc. (Nasdaq: SNDX), a commercial-stage biopharmaceutical company advancing innovative cancer therapies.\nAt Syndax, Mr. Goldan has provided leadership through their first two product approvals and commercialization. Prior to joining Syndax,\nMr. Goldan served as Chief Financial Officer of Optinose, Inc., a publicly traded specialty pharmaceutical company, since January 2017,\nwhere he helped build the infrastructure to support the launch of its lead product in the United States. Prior to Optinose, he served\nas Chief Financial Officer and Senior Vice President of Fibrocell Science, Inc., a publicly traded cell and gene therapy company. Mr.\nGoldan’s experience also includes Chief Financial Officer roles at NuPathe, PuriCore plc and Biosyn as well as financial roles\nat ViroPharma and KPMG. In these positions, Mr. Goldan led finance, accounting, IT, HR and corporate development teams and successfully\nraised capital through multiple IPOs, capital markets transactions and financing vehicles. Mr. Goldan received a B.S. in Finance from\nthe Robert H. Smith School of Business at the University of Maryland and an M.B.A. from the Wharton School at the University of Pennsylvania.\n\n \n\n18\n\n \n\n \n\n*Bernhardt\nG. Zeiher*, M.D., 62, became a director on August 8, 2024. Dr. Zeiher brings more than 20 years of drug development experience where,\nin his various roles, he oversaw the approval of 15 new treatments that addressed people’s unmet needs in serious diseases with\nfew to no treatment options. Most recently, he served as Chief Medical Officer of Astellas Pharma, where he led early- and late-stage\ndrug development, medical and regulatory affairs, pharmacovigilance, and quality assurance. Dr. Zeiher is a recognized industry leader\nwho spent more than 10 years at Astellas Pharma, holding multiple roles of increasing responsibility in the drug development division,\nleading up to his role as Chief Medical Officer from 2018 to 2022. Prior to his time at Astellas, Dr. Zeiher held various roles leading\ndrug development at other pharmaceutical companies including Pfizer, Eli Lilly and Company, and Merck. Dr. Zeiher also practiced medicine\nat a tertiary medical center in Indianapolis and has held a range of board appointments since 2014, including positions at PhRMA Biomedical\nAdvisory Committee, TransCelerate Biopharma, Biotechnology Innovation Organization, and Astellas Global Health Foundation In 2023, he\nwas appointed to the Board of Directors of Entrada Therapeutics, Inc. (Nasdaq: TRDA), where he is a member of the Compensation Committee.\nIn 2024, he was appointed to the Board of Directors of Amylyx Pharmaceuticals, Inc. (Nasdaq: AMLX), where he serves as chair of the Science\nand Technology Committee and on the Nominating and Governance Committee. Dr. Zeiher received a B.S. in biology from the University of\nToledo and an MD from Case Western Reserve University School of Medicine. He completed his internal medicine residency and chief residency\nat University Hospitals of Cleveland and then finished his physician training as a Pulmonary and Critical Care Fellow at University of\nIowa Hospitals and Clinics.\n\n \n\n**Nomination\nand Election of Directors**\n\n** **\n\nWhen\nseeking candidates for director, the Nominating and Corporate Governance Committee may solicit suggestions from incumbent directors,\nmanagement or others. After conducting an initial evaluation of a candidate, the committee will interview that candidate if it believes\nthe candidate might be suitable to serve as a director. The committee may also ask the candidate to meet with Company management. If\nthe committee believes a candidate would be a valuable addition to the Board and there is either a vacancy on the Board or the committee\nbelieves it is in the best interests of the Company and our stockholders to increase the number of Board members to elect that candidate,\nit will recommend to the full Board that candidate’s election.\n\n \n\nBefore\nnominating a sitting director for reelection at an annual stockholder meeting, the committee will consider the director’s performance\non the Board and whether the director’s reelection would be in the best interests of the Company’s stockholders and consistent\nwith the Company’s corporate governance guidelines and continued compliance with applicable law, rules and regulations.\n\n \n\nThe\nBoard believes that it should be comprised of directors with diverse and complementary backgrounds, and that directors should have expertise\nthat, at a minimum, may be useful to the Company and may contribute to the success of the Company’s business. Directors also should\npossess the highest personal and professional ethics and should be willing and able to devote an amount of time sufficient to effectively\ncarry out their duties and contribute to the success of the Company’s business. When considering candidates for director, the Nominating\nand Corporate Governance Committee takes into account a number of factors, including:\n\n \n\n \n●\nIndependence\nfrom management;\n\n \n\n \n●\nAge,\ngender and ethnic background;\n\n \n\n \n●\nRelevant\nbusiness experience;\n\n \n\n \n●\nJudgment,\nskill and integrity;\n\n \n\n \n●\nExisting\ncommitments to other businesses;\n\n \n\n \n●\nPotential\nconflicts of interest;\n\n \n\n \n●\nCorporate\ngovernance background;\n\n \n\n \n●\nFinancial\nand accounting background;\n\n \n\n \n●\nExecutive\ncompensation background; and\n\n \n\n \n●\nSize\nand composition of the existing Board.\n\n \n\n19\n\n \n\n \n\nPursuant\nto a Director Designation Agreement dated as of November 15, 2007, for as long as SCO Capital Partners LLC (“SCO Capital”),\nand its affiliates hold at least 20% of the Company’s Common Stock issued upon conversion of the shares of Series A Stock issued\nin connection with the Company’s 2007 note exchange, (a) SCO Capital shall have the right, from time to time, to designate two\nindividuals, in the sole discretion of SCO Capital, to serve as directors of the Company (the “SCO Director Designees”),\n(b) the Company shall use its best efforts at all times to cause the number of directors to be fixed at a sufficient number such that\nat least two positions shall be available for the SCO Director Designees (the “SCO Board Seats”), (c) the Company shall use\nits best efforts to cause the SCO Director Designees to be nominated and elected for service as directors of the Company at each meeting\nof the Company’s stockholders held for the purpose of electing directors and (d) if at any time, or from time to time, one or more\nof the SCO Board Seats is or becomes vacant for any reason prior to the next annual meeting of stockholders, the Company shall use its\nbest efforts to cause such vacancy to be filled with an SCO Director Designee.\n\n \n\nFor\nProposal 1, each nominee will be elected upon the affirmative vote of a majority of the votes cast. This means a nominee for director\nwill be elected to the Board if the votes cast “FOR” such nominee’s election exceed the votes cast “AGAINST”\nsuch nominee’s election. For Proposal 1, stockholders may vote “FOR,” “AGAINST,” or “ABSTAIN.”\nAbstentions and broker non-votes, if any, will have no effect on the outcome of the vote for Proposal 1.\n\n \n\n**The\nBoard recommends that the stockholders vote “FOR” each of the nominees.**\n\n \n\n**Information\nwith Respect to Other Directors**\n\n* *\n\n*Directors\nwhose terms expire at the Annual Meeting in 2027 (Class 2 Directors)*\n\n* *\n\n*Leila\nAlland*, M.D., 63, became a director on April 14, 2021 and currently serves as the Chair of the Board’s Science and Technology\nCommittee and a member of the Compensation Committee. Dr. Alland, a pediatric hematologist-oncologist and accomplished physician-scientist,\nhas been working in the biopharmaceutical industry since 2001 to bring novel therapies to patients. Dr. Alland currently serves as a\nconsultant medical advisor to multiple biotechnology companies. Dr. Alland is the Chief Development Advisor at GV20 Therapeutics. From\nDecember 2019 to 2023, she served as Chief Medical Officer of PMV Pharmaceuticals, Inc., a Nasdaq-listed precision oncology company pioneering\nthe discovery and development of small molecule, tumor-agnostic therapies targeting p53 mutants. From March 2018 to November 2019, Dr.\nAlland served as Chief Medical Officer of Affimed, a clinical-stage immuno-oncology company, and, from January 2016 to March 2018, Dr.\nAlland served as Chief Medical Officer of Tarveda Therapeutics, a clinical stage precision oncology company. Dr. Alland also held leadership\npositions at AstraZeneca, Bristol-Myers Squibb, Novartis, and Schering-Plough, where she worked on a broad range of oncology products\nfrom early to late stage development and contributed to multiple successful drug approvals. Dr. Alland obtained her medical degree from\nNew York University School of Medicine and her B.A. in Biology from the University of Pennsylvania. She completed her residency in Pediatrics\nat The Children’s Hospital of Philadelphia, and her fellowship in Pediatric Hematology/Oncology at The New York Hospital and Memorial\nSloan-Kettering Cancer Center. From 1994 to 2000, Dr. Alland served as Assistant Professor of Pediatrics at Albert Einstein College of\nMedicine where she was awarded the James S. McDonnell Foundation Scholar Award and pursued basic cancer research while also caring for\nchildren with cancer and blood disorders. Previously, Dr. Alland served on the board of directors of Radiopharm Theranostics Ltd. (Nasdaq:\nRADX). Dr. Alland is a member of the Scientific Advisory Council of Columbia University’s Center for Radiological Research, and\nserves as a scientific reviewer for the Cancer Prevention and Research Institute of Texas. Dr. Alland’s qualifications to serve\non our Board include her leadership skills and her vast medical and scientific experience serving companies in the biotech and pharmaceutical\nfield.\n\n \n\n20\n\n \n\n \n\n*Eric\nCrombez*, M.D., 53, became a director on August 8, 2024 and currently serves as Chief Medical Officer and Executive Vice President\nof Ultragenyx Pharmaceutical Inc. (Nasdaq: RARE). In this role, Dr. Crombez is responsible for strategic leadership of the clinical development\nand translational research programs and oversees global development functions including Clinical Development, ClinicalOperations, BioMetrics,\nEndpoint Development and Strategy, Regulatory Affairs and Drug Safety/Pharmacovigilance. Previously, at Dimension Therapeutics, Dr. Crombez\nserved as Chief Medical Officer and led the clinical development efforts for clinical gene therapy programs in hemophilia B, hemophilia\nA, ornithine transcarbamylase (OTC) deficiency and glycogen storage disease type Ia (GSDIa). Previously, he worked at Shire in its Human\nGenetics Therapy business unit. Before joining the industry, he was assistant professor, Department of Pediatrics, Division of Medical\nGenetics at the David Geffen School of Medicine at the University of California, Los Angeles (UCLA). Dr. Crombez is also currently an\nindependent Board member for Epicrispr Biotechnologies. Dr. Crombez is a board-certified clinical geneticist and completed residencies\nin pediatrics and medical genetics and a fellowship in clinical biochemical genetics at the UCLA School of Medicine. Dr. Crombez obtained\nhis B.S. degree in biology from the University of Michigan, Ann Arbor, and his M.D. degree from Wayne State University School of Medicine,\nDetroit.\n\n \n\n*Vishwas\nSeshadri*, 50, was appointed our President and Chief Executive Officer and a director on October 15, 2021. Dr. Seshadri joined\nAbeona on June 1, 2021 as SVP, Head of Research and Clinical Development. Prior to joining Abeona, from October 2010 to May 2021, Dr.\nSeshadri served in roles of increasing responsibility at Celgene Corporation, now a subsidiary of Bristol-Myers Squibb\n(BMS), focused on development and commercialization of novel therapies in hematology and oncology, most recently as Executive\nDirector and Worldwide Brand Leader for Breyanzi® (lisocabtagene maraleucel; liso-cel), an autologous CD19-directed\nchimeric antigen receptor (CAR) T-cell therapy for relapsed or refractory large B-cell lymphoma. While at Celgene, he led franchise-level\nmarketing and the project management office for CAR T-cell commercialization and led teams supporting the successful global launch of\nBreyanzi. As Global Project Leader, he led development project teams for clinical development and regulatory submissions for REVLIMID\n(lenalidomide) in lymphoma, strategic go/no-go decisions for Avadomide and IMFINZI (durvalumab) while implementing program-wide efficiency\nmeasures, and managed post-marketing commitments for ISTODAX (romidepsin). In addition, Dr. Seshadri had held U.S. and global marketing\nlead roles for Abraxane in non-small cell lung cancer and pancreatic cancer. Previously, he was Head of Early-Stage Upstream Process\nDevelopment for Biologics at Dr. Reddy’s Laboratories, where he led cell-line development, cGMP cell banking, characterization,\nand cell culture optimization for biosimilars. Dr. Seshadri completed his Ph.D. in Microbiology, Immunology & Molecular Biology and\nhis post-doc in epigenetics at University of Arizona, and earned his M.B.A. in Finance and Healthcare from the Wharton School of the\nUniversity of Pennsylvania. Dr. Seshadri’s qualifications to serve on our Board include his extensive experience across commercialization\nand drug development, regulatory and medical, corporate and commercial affairs, with direct operational experience in various pharmaceutical\ncompanies.\n\n \n\n*Directors\nwhose terms expire at the Annual Meeting in 2028 (Class 3 Directors)*\n\n \n\n*Mark\nJ. Alvino*, 58, became a director on March 26, 2021 and currently serves as Chair of the Compensation Committee and member\nof the Audit Committee, which he chaired until April 2026. Mr. Alvino had previously served as a member of our Board from March 2006\nthrough April 15, 2020. Mr. Alvino is the founder and current Chairman of CircumferenceDx, a molecular diagnostics company he established\nin 2025 to focus on urological cancers. He has been President of Hudson Square Capital LLC since October 2014. From 2007 to 2013, Mr.\nAlvino was Managing Director for Griffin Securities. He previously worked at Feinstein Kean Healthcare (an Ogilvy Public Relations\nWorldwide Company) where he was Senior Vice President, responsible for managing both investor and corporate communications programs for\nmany private and public companies and acted as senior counsel throughout the agency’s network of offices. Prior to working at Feinstein\nKean Healthcare, Mr. Alvino served as Vice President of Investor Relations and managed the New York Office of Allen & Caron, Inc.,\nan investor relations agency. His base of clients included medical devices, biotechnology, and e-healthcare companies. Mr. Alvino also\nspent several years working with Wall Street brokerages including Ladenburg, Thallman & Co. and Martin Simpson & Co. Mr. Alvino’s\nqualifications to serve on our Board include his leadership skills and his experience in the areas of financial management and business\nstrategy in the biopharmaceutical field. \n\n \n\n21\n\n \n\n \n\n*Faith\nL. Charles*, 64, became a director on March 26, 2021 and currently serves as Chair of the Nominating and Corporate Governance Committee\nand as a member of the Compensation Committee. Ms. Charles has been a corporate transactions and securities partner at the law firm of\nThompson Hine, LLP, since 2010. She leads Thompson Hine’s Life Sciences practice and co-heads the securities practice, advising\npublic and emerging biotech and pharmaceutical companies in the U.S. and internationally. Ms. Charles negotiates complex private and\npublic financing transactions, mergers and acquisitions, licensing transactions and strategic collaborations. She serves as outside counsel\nto a myriad of life sciences companies and is known in the industry as an astute business advisor, providing valuable insights into capital\nmarkets, corporate governance and strategic development. Since May 2022, she has served on the Board of Directors and a member of the\nAudit Committee and Compensation Committee of Avenue Therapeutics, Inc. (Nasdaq: ATXI). Ms. Charles has also served on the Board of Directors\nof CNS Pharmaceuticals, Inc. (Nasdaq: CNSP) since December 2023, including as Chair of the board. Between September 2023 and April 2025,\nMs. Charles served on the Board of Directors of Conduit Pharmaceuticals Limited (now CDT Equity Inc. (Nasdaq: CDT)), including as chair\nof the Compensation Committee and a member of the Nominating Governing Committee. Ms. Charles founded the Women in Bio Metro New York\nchapter and chaired the chapter for five years. She currently serves on the national board of Women in Bio. Ms. Charles is also a member\nof the board of Red Door Community (formerly Gilda’s Club New York City.) She has been recognized as a Life Sciences Star by Euromoney’s\nLMG Life Sciences, has been named a BTI Client Service All-Star, and was named by Crain’s New York Business to the list of 2020\nNotable Women in the Law. Ms. Charles holds a JD degree from The George Washington University Law School and a B.A. in Psychology from\nBarnard College, Columbia University. Ms. Charles is a graduate of Women in Bio’s Boardroom Ready Program, an Executive Education\nProgram taught by The George Washington University School of Business. Ms. Charles’ qualifications to serve on our Board include\nher leadership skills and her vast legal experience representing companies in the biotech and pharmaceutical field.\n\n \n\n*Donald\nA. Wuchterl*, 56, became a director on April 14, 2021 and currently serves as member of the Nominating and Corporate Governance Committee\nand the Audit Committee. Since August 2022, Mr. Wuchterl has provided consulting services on Chemistry, Manufacturing and Controls (“CMC”)\nand Technical Operations executive leadership services to several pre-clinical gene therapy companies. From April 2021 to August 2022,\nMr. Wuchterl served as Senior Vice President and Chief Manufacturing Officer at T-knife Therapeutics, a next-generation T-cell receptor\ncompany developing innovative therapeutics for the benefit of solid tumor patients where he is responsible for all CMC functions. From\n2016 to 2021, Mr. Wuchterl served as Senior Vice President, Technical Operations and Quality at Audentes Therapeutics (an Astellas company),\na gene therapy company focused on developing and commercializing innovative products for patients living with serious, life-threatening\nrare neuromuscular diseases. From 2012 to 2016, Mr. Wuchterl served as Senior Vice President and Chief Operating Officer at Cytovance\nBiologics, a leading biopharmaceutical contract manufacturing company. Prior to Cytovance, Mr. Wuchterl held positions of increasing\nresponsibility with Dendreon, Shire HGT, Amgen, Biogen Idec and Roche. Mr. Wuchterl has a B.S. in Business Administration from Colorado\nTechnical University and an M.B.A. from Fitchburg State University. Mr. Wuchterl’s qualifications to serve on Abeona’s Board\ninclude his over 30 years of experience in the life sciences industries, with senior roles in operations and CMC across several different\nproduct types. He also brings significant experience building out and leading new current Good Manufacturing Practice (“cGMP”)\norganizations and facilities.\n\n \n\n*Director\nwhose term expires at the Annual Meeting and who is not standing for reelection*\n\n* *\n\n*Christine\nSilverstein*, 43, became a director in March 2020. Ms. Silverstein currently serves as Chief Financial Officer of Artios Pharma Ltd,\na clinical-stage biotech company led by pioneers of DNA damage response drug development, a position she joined since February 2024.\nFrom May 2021 to January 2024, Ms. Silverstein served as Chief Financial Officer of Excision Biotherapeutics, Inc., a clinical-stage\nbiotechnology company developing CRISPR-based therapies intended to cure viral infectious diseases. From July 2020 to January 2021, Ms.\nSilverstein served as Chief Financial Officer of Emendo Biotherapeutics, a next generation gene-editing company that was acquired in\nDecember 2020 by AnGes, Inc., a biopharmaceutical company focused on gene-based medicines. Ms. Silverstein previously operated in various\nsenior executive corporate finance roles within Abeona, including Chief Financial Officer from January 2019 to March 2020, Senior Vice\nPresident, Finance & Strategy from May 2018 to December 2018 and Vice President, Finance & Investor Relations from April 2016\nto May 2018. Prior to joining Abeona in 2016, from 2014 to 2016, she served as Head of Investor Relations at Relmada Therapeutics, Inc.,\na late-stage biotechnology company addressing diseases of the central nervous system. Ms. Silverstein previously served in senior executive\nroles within a biotechnology venture fund and various capital markets advisory firms. Ms. Silverstein began her career in the financial\nservices as an investment advisor at Royal Alliance Associates before moving to the biotechnology industry. Previously, Ms. Silverstein\nalso served on the Board of Directors and as Chair of the Audit Committee of Marinus Pharmaceuticals, Inc. (Nasdaq: MRNS), a pharmaceutical\ncompany dedicated to the development of innovative therapeutics to treat seizure disorders. Ms. Silverstein holds a B.S. from the Peter\nTobin College of Business at St. John’s University and has earned various accreditations from FINRA. Ms. Silverstein’s qualifications\nto serve on our Board include her extensive corporate strategic planning, capital markets and capital raising expertise, business development,\ncompliance and crisis management experience.\n\n \n\n22\n\n \n\n \n\n**Information\nwith Respect to Executive Officers (Other than Those Who are Also Directors)**\n\n** **\n\n*Brendan\nO’Malley, J.D., Ph.D*., 57, became our General Counsel on September 20, 2021, and became Chief Legal Officer effective January\n1, 2025. Dr. O’Malley joined Abeona in 2019 as Chief IP Counsel, bringing significant technical and legal expertise to the\nAbeona team. Prior to joining Abeona, he was a partner at the prominent New York patent litigation firm Fitzpatrick Cella Harper &\nScinto, where he started his career as a summer associate in 2006, and then at Venable LLP, which merged with Fitzpatrick in 2018. While\nat Fitzpatrick and Venable, Dr. O’Malley litigated a wide variety of biopharmaceutical patent cases in the United States District\nCourts, at the Federal Circuit, and before the U.S. Patent and Trademark Office, negotiated numerous settlement and license agreements,\nand provided many patent opinions in connection with M&A due diligence in the biotech space. While attending law school at Benjamin\nN. Cardozo School of Law, Dr. O’Malley served as a judicial intern to Judge William H. Pauley in the U.S. District Court for the\nSouthern District of New York. Before law school, he earned a Ph.D. in Molecular Biology & Microbiology from Tufts University School\nof Medicine, where he studied the role of protein-protein interactions in hepatitis virus assembly, and a B.S. degree magna cum laude\nfrom the University of Massachusetts Dartmouth.\n\n \n\n*Joseph\nVazzano*, 42, was appointed our Chief Financial Officer effective March 14, 2022. Before joining Abeona, Mr. Vazzano served as Chief\nFinancial Officer of publicly-traded Avenue Therapeutics, Inc. (“Avenue”) from February 2019 to January 2022. Prior to that,\nhe served as Avenue’s Vice President of Finance and Corporate Controller since August 2017. During his tenure at Avenue, Mr. Vazzano\nsecured multiple equity financings for Avenue and served in a leadership role for signing a complex, two-stage acquisition of Avenue\nwith future contingent value rights. Prior to joining Avenue, Mr. Vazzano served as Assistant Corporate Controller at publicly-traded\nIntercept Pharmaceuticals, Inc. from October 2016 to July 2017, where he helped grow the finance and accounting department during the\ncompany’s transition from a development-stage company to a fully integrated commercial organization. Mr. Vazzano has held various\nother financial roles at other publicly traded pharmaceutical companies such as Pernix Therapeutics, and NPS Pharmaceuticals. Mr. Vazzano,\nwho is a Certified Public Accountant, began his career at KPMG LLP. Mr. Vazzano also served on the Board of Directors and Audit Chair\nof Allarity Therapeutics, Inc. (Nasdaq: ALLR), a clinical-stage pharmaceutical company dedicated to developing personalized cancer treatments\nfrom August 2023 to June 2025. Mr. Vazzano has a Bachelor of Science degree in Accounting from Lehigh University and is a Certified Public\nAccountant in the State of New Jersey.\n\n \n\n*Madhav\nVasanthavada Ph.D.,* 47, joined the Company as Chief Commercial Officer in September 2023 and became an executive officer\nof the Company in January 2026. Dr. Vasanthavada has over 20 years of experience in the bio-pharmaceutical industry. Prior to Abeona,\nDr. Vasanthavada served in commercial leadership roles at Bristol Myers Squibb and Celgene, where he led Global CAR-T Cell Therapy Franchise\nteams to launch engineered cellular therapies: Breyanzi® (lisocabtagene maraleucel) and Abecma® (idecabtagene vicleucel) for\nhematological cancers across key worldwide markets. Previously, Dr. Vasanthavada served in a variety of U.S. commercial roles at Bayer\nin marketing, market access and sales, and was ultimately the brand leader for Xofigo® (radium Ra 223 dichloride). He began his career\nas a scientist in Novartis R&D where his work led to multiple patents and publications. Dr. Vasanthavada holds a Ph.D. in Pharmaceutical\nSciences from the University of Rhode Island, and an M.B.A. from the Harvard Business School.\n\n \n\n23\n\n \n\n \n\n**PROPOSAL\n2**\n\n** **\n\n**ADVISORY\nVOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS**\n\n \n\nThe\nDodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) enables our stockholders to vote\nto approve, on an advisory (nonbinding) basis, the compensation of our named executive officers as disclosed in this proxy statement\nin accordance with the SEC’s rules. Our executive compensation programs are designed to attract, motivate, and retain our management\ntalent, including the named executive officers, and to reward them for strong Company performance and successful execution of our key\nbusiness plans and strategies. Under these programs, our named executive officers are rewarded for the achievement of specific annual,\nlong-term and strategic goals and the realization of increased stockholder value. The Compensation Committee of the Board of Directors\nregularly reviews the Company’s compensation programs to confirm that they are achieving these goals. Please read the information\nunder the heading “Executive Compensation” above for additional information about the compensation of our named executive\nofficers in 2025.\n\n \n\nWe\nare asking our stockholders to indicate their support for our named executive officer compensation for fiscal year 2025 as described\nin this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity\nto express their views on our named executive officers’ compensation for the most recently completed fiscal year. This vote is\nnot intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the\nphilosophy, policies and practices as described in this proxy statement. While this vote is non-binding on us, our Compensation Committee\nvalues the opinions of our stockholders and will take into consideration the outcome of the vote when considering future executive compensation\narrangements. Unless the Board modifies the Company’s policy, the next say-on-pay advisory vote will be held at our 2027\nAnnual Meeting of Stockholders and the next say-on-frequency advisory vote will be held at our 2028 Annual Meeting of Stockholders.\n\n \n\nOur\nBoard recommends stockholders to vote “FOR” adopting the following resolution at the Annual Meeting:\n\n \n\n“RESOLVED,\nthat the compensation paid to the Company’s named executive officers during the fiscal year ended December 31, 2025, as disclosed\npursuant to Item 402 of Regulation S-K, including compensation tables and narrative discussion, is hereby APPROVED on an advisory basis.”\n\n \n\n**Required\nVote**\n\n \n\nProposal\n2 will be approved on an advisory basis upon the affirmative vote of a majority of the shares of Common Stock present in person or by\nproxy at the Annual Meeting and entitled to vote on such proposal. Stockholders may vote “FOR” or “AGAINST,”\nor “ABSTAIN” from voting. Abstentions will have the effect of a vote “AGAINST” this proposal. Broker non-votes,\nif any, will be disregarded and will have no effect on the outcome of the vote for Proposal 2.\n\n \n\n**Recommendation\nof the Board**\n\n \n\n**The\nBoard recommends that the stockholders vote “FOR” the advisory approval of the compensation of our named executive officers\nas set forth in this proxy statement for the Annual Meeting.**\n\n \n\n24\n\n \n\n** **\n\n**PROPOSAL\n3**\n\n** **\n\n**RATIFICATION\nOF APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\n** **\n\nThe\nAudit Committee has appointed Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting\nfirm for the fiscal year ending December 31, 2026 and has further directed that management submit the selection of independent auditors\nfor ratification by the stockholders at the Annual Meeting. Although stockholder ratification of this appointment is not required by\nour Bylaws or otherwise, the Board believes it is advisable to provide stockholders with an opportunity to ratify this appointment and\nis submitting the selection of Deloitte to our stockholders for ratification as a matter of good corporate governance. If stockholders\ndo not ratify the appointment of Deloitte, the Audit Committee will have no obligation to select a new independent registered public\naccounting firm, and the Audit Committee does not plan to change the appointment for fiscal year 2026. Furthermore, even if stockholders\nratify the appointment of Deloitte, the Audit Committee may, in its discretion, appoint a different independent registered public accounting\nfirm at any time if the Audit Committee determines that a change is in the best interest of the Company.\n\n \n\nA\nrepresentative of Deloitte is expected to be present at the Annual Meeting, will have the opportunity to make a statement if\nthey desire to do so, and will be available to respond to appropriate shareholder questions.\n\n \n\n**Information\nRegarding Fiscal Year 2023 Change of Independent Auditor**\n\n** **\n\nAs\nreported in the Company’s Form 8-K filed October 18, 2023, following an extensive evaluation and competitive process, the Audit\nCommittee dismissed Whitley Penn LLP and appointed Deloitte as the Company’s new independent registered public\naccounting firm for the Company’s fiscal year ending December 31, 2023. Whitley Penn LLP’s reports on the Company’s\nconsolidated financial statements as of, and for the fiscal year ended December 31, 2022, did not contain any adverse opinion or disclaimer\nof opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the fiscal year ended\nDecember 31, 2022, and the subsequent interim periods through October 18, 2023: (i) there were no disagreements between the Company and\nWhitley Penn LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure,\nwhich disagreements, if not resolved to Whitley Penn LLP’s satisfaction, would have caused Whitley Penn LLP to make reference to\nthe subject matter of the disagreements in connection with its reports on the financial statements for such years and (ii) there were\nno reportable events as defined in Item 304(a)(1)(v) of Regulation S-K. The Company requested that Whitley Penn LLP furnish a letter\naddressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of Whitley Penn\nLLP’s letter, dated October 17, 2023, was filed as Exhibit 16.1 to the Form 8-K filed on October 18, 2023.\n\n \n\nDuring\nthe fiscal year ended December 31, 2022 and the subsequent interim periods through October 18, 2023, neither the Company nor anyone on\nits behalf consulted with Deloitte with respect to any of the matters or reportable events set forth in Item 304(a)(2)(i)\nand (ii) of Regulation S-K.\n\n \n\n**Independent\nRegistered Public Accounting Firm Fees and Services**\n\n** **\n\nThe\nfollowing table represents aggregate fees billed or to be billed to the Company for the fiscal years ended December 31, 2025 by Deloitte and December 31, 2024 by Deloitte and Whitley Penn LLP.\n\n \n\nTypes of Fees \n2025  \n2024 \n\nAudit Fees(1) \n$741,936  \n$797,553 \n\nAudit-Related Fees \n$0  \n$0 \n\nTax Fees \n$0  \n$0 \n\nAll Other Fees \n$0  \n$0 \n\n \n\n(1)\nAudit\nfees for 2025 and 2024 were for professional services rendered for: the audit of our financial statements for the fiscal year, reviews\nof our quarterly financial statements included in our Form 10-Q filings, and the issuance of consent and comfort letters in connection\nwith registration statement filings with the Securities and Exchange Commission.\n\n \n\nAll\ndecisions regarding the selection of an independent registered public accounting firm and approval of accounting services and fees are\nmade by our Audit Committee in accordance with the provisions of the Sarbanes-Oxley Act of 2002 and related SEC rules.\n\n \n\n**Policy\non Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm**\n\n** **\n\nThe\nAudit Committee pre-approves all audit and non-audit services provided by the independent registered public accounting firm prior to\nthe engagement with respect to such services. The Audit Committee approved all of the services listed under the preceding captions “Audit\nFees” and “Audit-Related Fees.”\n\n \n\n**Required\nVote**\n\n** **\n\nProposal\n3 will be approved upon the affirmative vote of a majority of shares of Common Stock present through virtual attendance or represented\nby proxy at the Annual Meeting and entitled to vote on such proposal. Abstentions will have the effect of a vote “AGAINST”\nProposal 3. Brokers may vote on Proposal 3, absent instructions from the beneficial owner.\n\n \n\n**Recommendation\nof the Board**\n\n** **\n\n**The\nBoard recommends that the stockholders vote “FOR” the ratification of the appointment of Deloitte & Touche LLP as our\nindependent registered public accounting firm for the fiscal year ending December 31, 2026.**\n\n** **\n\n25\n\n \n\n** **\n\n**PROPOSAL\n4**\n\n** **\n\n**APPROVAL\nOF AN Increase in the Number of Shares OF COMMON STOCK Reserved for Issuance Under the Second Amended and Restated**\n\n**Abeona\nTherapeutics Inc. 2023 Equity Incentive Plan**\n\n** **\n\n** **\n\nOn\nMarch 16, 2026, the Board adopted, subject to stockholder approval, an amendment (the “Plan Amendment”) to the Second Amended\nand Restated Abeona Therapeutics Inc. 2023 Equity Incentive Plan (the “2023 Equity Incentive Plan”) to increase the number\nof shares of our Common Stock authorized for issuance thereunder from 8,400,000 to 11,500,000 shares. The Equity Incentive Plan as amended\nby the Plan Amendment is referred to below as the “A&R 2023 Plan.” Other than the increase in the share reserve, no other\nsubstantive changes are contemplated to the A&R 2023 Plan.\n\n \n\n**Why You Should Vote FOR the Plan Amendment**\n\n \n\nOur\ncurrent overhang is 12.2%, which is well below industry norms. Overhang is calculated as the sum of outstanding options, unvested RSUs,\nand shares not subject to outstanding awards and available for issuance (together, the “Numerator”) divided by the sum of\nthe Numerator and shares of Common Stock outstanding as of April 15, 2026.\n\n \n\nAs\nof December 31, 2024, we had 136 full-time employees. As of April 15, 2026, this number has grown to 229 full-time employees\nand is expected to increase in 2026. As we continue to commercialize ZEVASKYN®, which received FDA approval in 2025,\nwe continue to build out our manufacturing and commercial infrastructure. A key component of this build out is talent retention.\nEquity incentive compensation programs play a pivotal role in our efforts to attract and retain key personnel essential to the Company’s\nlong-term growth commercially and our ultimate financial success. The Board of Directors and management are asking our stockholders to\napprove the Plan Amendment to assist the Company in attracting and retaining qualified personnel. If our stockholders do not approve\nthe Plan Amendment we will be limited in our ability to continue to issue awards in numbers sufficient to attract and motivate the highly\nskilled employees we need to recruit and retain.\n\n \n\nOffering\na broad-based equity compensation program is vital to attracting and retaining highly skilled people in the highly competitive life sciences\nindustry. The Company uses equity awards to increase incentives on the part of employees, non-employee directors, consultants and other\nkey advisors who provide important services to the Company. The Board of Directors and management believes that providing an equity stake\nin the future success of our Company motivates these individuals to achieve our long-term business goals and to increase stockholder\nvalue. Their innovation and productivity are critical to our success. Accordingly, approving the Plan Amendment is in the best interest\nof our stockholders because equity awards help us to:\n\n \n\n●attract,\nmotivate and retain talented employees and directors;\n\n \n\n●align\nemployee and stockholder interests; and\n\n \n\n●link\nemployee compensation with Company performance.\n\n \n\nAs\nit relates to our equity grant practices, we would point out:\n\n \n\n●**Current\nSituation**: We need the additional 3,100,000 shares of Common Stock requested in\nthe Plan Amendment to retain and motivate the talent necessary to execute our commercialization\nof ZEVASKYN®, research and development objectives and long-term strategy.\nThe additional requested shares bring our overhang from 12.2% to 16.9%,\nwhich is more in line with current industry levels, but still below that of peer companies.\nOverhang is calculated as the sum of outstanding options, unvested RSUs, and shares not subject\nto outstanding awards and available for issuance (together, the “Numerator”)\ndivided by the sum of the Numerator and shares of Common Stock outstanding as of April\n15, 2026.\n\n \n\n●**Historical\nAnnual Share Usage**: We have historically granted equity in a responsible and carefully\nconsidered manner. Our 3-year average net burn rate is 5.9%. This average net burn rate is\nwell within market norms and below the median of market data for similarly situated companies.\nAnnual net burn rate is calculated by dividing (i) the sum of options and RSA’s granted\nin the applicable year by (ii) weighted average shares of Common Stock outstanding as of\nfiscal year end.\n\n \n\n26\n\n \n\n \n\nWithout\nan appropriate reserve of shares of Common Stock to grant competitive equity-based incentives, we would be forced to consider cash replacement\nalternatives to provide a market-competitive total compensation package necessary to attract, retain and motivate the talent critical\nto our future successes. These cash replacement alternatives could, among other things, reduce the cash available for investment in growth\nand development and cause a loss of employee motivation to achieve superior performance over a longer period of time. Equity-based incentives,\nby contrast, directly align a portion of the compensation of our service providers with the economic interests of our stockholders.\n\n \n\nFor\nthat reason, the Company has structured the A&R 2023 Plan to provide flexibility in designing equity incentive programs with a broad\narray of equity incentives, such as stock options, stock appreciation rights (“SARs”), stock awards and restricted stock\nunits and implement competitive incentive compensation programs for its employees and non-employee directors. The A&R 2023 Plan will\ncontinue to be the only plan under which new equity awards may be granted to our current employees and other service providers. If this\nProposal 4 is not approved, then we would be at a disadvantage against our competitors for recruiting, retaining and motivating individuals\ncritical to our success and could be forced to increase cash compensation, thereby reducing resources available to meet our business\nneeds.\n\n \n\n**Dilution\nAnalysis**\n\n \n\nThe\ntable below shows our potential dilution levels based on our Common Stock outstanding as of April 15, 2026, the new shares of\nCommon Stock requested for issuance under the A&R 2023 Plan and our total equity awards outstanding as of December 31, 2025. The\nBoard believes that the number of shares of Common Stock requested under the A&R 2023 Plan represents a reasonable amount of potential\nequity dilution and will allow us to continue granting equity awards.\n\n \n\nStock Options Outstanding as of December 31, 2025 \n 176,019 \n\nWeighted Average Exercise Price of Stock Options Outstanding as of December 31, 2025 \n$38.72 \n\nWeighted Average Remaining Term of Stock Options Outstanding as of December 31, 2025 \n 4.85 years \n\nOutstanding Full Value Awards as of December 31, 2025(1) \n 4,180,981 \n\nTotal Equity Awards Outstanding as of December 31, 2025(2) \n 4,357,000 \n\nShares Available for Grant under Other Plans as of December 31, 2025(3) \n 3,512,873 \n\nShares Requested for the Amended 2023 Equity Incentive Plan \n 3,100,000 \n\nTotal Potential Overhang under the 2023 Equity Incentive Plan(4) \n 10,969,873 \n\nShares of Common Stock Outstanding as of April 15, 2026 \n 56,882,523\n\nFully Diluted Shares(5) \n 67,852,396\n\nPotential Dilution of 3,100,000 Shares as a Percentage of Fully Diluted Shares \n 4.6%\n\n \n\n(1)\n“Full Value Awards” includes restricted stock awards granted under prior plans and as inducement awards that qualify for\nthe inducement grant exception to the shareholder approval requirements of the Nasdaq Stock Market set forth in Rule 5635(c)(4) (“Inducement\nAwards”).\n\n \n\n(2)\n“Total Equity Awards” represents the sum of outstanding stock options and outstanding Full Value Awards, in each case as\nof December 31, 2025.\n\n \n\n(3)\n“Shares of Common Stock Available for Grant under Other Plans” represents 3,298,589 shares of Common Stock still available\nto be granted under the 2023 Incentive Plan and 214,284 shares of Common Stock available to be granted under the 2023 Employment Inducement\nEquity Incentive Plan.\n\n \n\n(4)\n“Total Potential Overhang” includes the sum of the total number of equity awards outstanding as of December 31, 2025, the\nnumber of shares of Common Stock available for Grant under Other Plans as of December 31, 2025, and the number of shares requested for\nthe A&R 2023 Plan.\n\n \n\n(5)\n“Fully Diluted Shares of Common Stock” reflects the sum of the total number of shares of Common Stock outstanding as of April\n15, 2026, the total number of equity awards outstanding as of December 31, 2025, the number of shares of Common Stock available for\nGrant under Other Plans as of December 31, 2025, and the number of additional shares of Common Stock requested for grant under the A&R\n2023 Plan.\n\n \n\n27\n\n \n\n \n\n**Burn\nRate**\n\n \n\nIn\nconnection with our stock-based compensation programs, we are committed to using equity incentive awards prudently and within reasonable\nlimits. Accordingly, we closely monitor our equity award “burn rate” each year. Our annual burn rate is determined by dividing\nthe number of shares of Common Stock subject to equity-based awards we grant in a calendar year by the weighted average number of our\nfully-diluted shares of Common Stock outstanding for that calendar year. The average annual burn rate for the years 2025, 2024 and 2023\nwas 5.9%. We anticipate that the share reserve under the A&R 2023 Plan will enable us to fund our equity compensation program for\napproximately three years. While the Company believes this is a reasonable estimate of how long the share reserve would last, the actual\nperiod for which the proposed Share reserve will fund our equity compensation program may be shorter or longer than three years, depending\non changes in our granting practices, stock price and headcount growth.\n\n \n\n**Highlights\nof the A&R 2023 Plan**\n\n** **\n\nThe\nA&R 2023 Plan contains a number of provisions that we believe are consistent with best practices in equity compensation and which\nprotect the stockholders’ interests, as described below:\n\n \n\n●*No\nevergreen authorization*. The A&R 2023 Plan does not contain an “evergreen”\nShare reserve, meaning that the Share reserve will not be increased without further stockholder\napproval.\n\n \n\n●*No\nliberal share recycling provisions*. The A&R 2023 Plan prohibits the re-use of shares\nof Common Stock withheld or delivered to satisfy the exercise price of a stock option or\nbase price of a SAR or to satisfy tax withholding requirements associated with any award.\nThe A&R 2023 Plan also prohibits “net share counting” upon the exercise of\nstock options or SARs and prohibits the re-use of shares of Common Stock purchased on the\nopen market with the proceeds of option exercises.\n\n \n\n●*Limit\non awards to non-employee directors*. The A&R 2023 Plan imposes an aggregate limit\non the value of awards that may be granted, when aggregated with cash fees that may be paid,\nto each non-employee director for services as a non-employee director in any year to $500,000\nin total value.\n\n \n\n●*Minimum\nvesting requirements*. The A&R 2023 Plan requires a one-year minimum vesting schedule\nfor awards, except that up to 5% of the shares of Common Stock reserved for issuance (subject\nto certain adjustments) are available for grant without regard to this requirement, and awards\ngranted to non-employee directors on the date of an annual stockholders’ meeting satisfy\nthis requirement if they provide for vesting at the stockholders’ meeting immediately\nfollowing the grant date (but in any event not less than 50 weeks following the date of grant).\n\n \n\n●*Ban\non in-the-money stock options and SARs*. The A&R 2023 Plan prohibits the grant of\nstock options or stock appreciation rights with an exercise price or base price that is less\nthan fair market value on the date of grant.\n\n \n\n●*No\nrepricing or grant of discounted stock options or SARs*. The A&R 2023 Plan prohibits\nrepricing of options or SARs either by amending an existing award or substituting a new award\nfor a cancelled award that has an exercise price or base amount less than the exercise price\nor base amount applicable to the original award.\n\n \n\n●*No\nsingle-trigger acceleration*. The A&R 2023 Plan does not provide for automatic vesting\nacceleration of awards in connection with a change in control of the Company.\n\n \n\n●*No\ndividends on unvested awards*. The A&R 2023 Plan prohibits dividends or dividend equivalents\nto be granted in connection with stock options or SARs and prohibits payment of dividends\nor dividend equivalents on unvested awards until the underlying awards have vested.\n\n \n\n●*Subject\nto applicable clawback policies*. Awards granted under the A&R 2023 Plan are subject\nto any applicable clawback or recoupment policies, share trading policies, and other policies\nthat may be approved or implemented by the Board or the Compensation Committee from time\nto time.\n\n \n\n●*Administered\nby an independent committee*. The A&R 2023 Plan will be administered by an independent\ncommittee of the Board.\n\n \n\n28\n\n \n\n \n\n**Key\nFeatures of the A&R 2023 Plan**\n\n \n\n*The\nmaterial terms of the A&R 2023 Plan are summarized below. This summary of the A&R 2023 Plan is qualified in its entirety by the\nactual text of the A&R 2023 Plan attached hereto as Appendix A. Capitalized terms used, but not defined, in the following summary\nhave the meaning assigned to those terms in the A&R 2023 Plan.*\n\n \n\n**Purpose**\n\n \n\nThe\nA&R 2023 Plan is intended to provide participants with an incentive to contribute materially to the Company’s growth by aligning\nthe economic interests of the participants with those of the Company’s stockholders.\n\n \n\n**Types\nof Awards**\n\n \n\nThe\nA&R 2023 Plan provides for the issuance of stock options (including incentive stock options and nonqualified stock options), SARs,\nstock awards, stock units, and other stock-based awards to employees, non-employee directors, and consultants of the Company or its subsidiaries.\n\n \n\n**Administration**\n\n \n\nThe\nA&R 2023 Plan is administered by the Compensation Committee. The Compensation Committee can delegate authority to administer the\nA&R 2023 Plan to one or more subcommittees of the Compensation Committee, as it determines to be appropriate. In addition, subject\nto compliance with applicable laws and applicable stock exchange requirements, the Compensation Committee may delegate some or all of\nits authority to our chief executive officer or our chief financial officer, with respect to grants of awards to employees or advisors\nand consultants who are not executive officers or directors subject to reporting obligations under Section 16 of the Exchange Act.\n\n \n\nThe\nCompensation Committee (1) determines the individuals who will receive awards under the A&R 2023 Plan; (2) determines the type,\nsize, terms and conditions of awards under the A&R 2023 Plan; (3) determines when grants of awards will be made and the duration\nof any applicable exercise or restriction period, including the criteria for exercisability and the acceleration of exercisability; (4)\ndetermines the amounts payable based on whether performance goals were met, with discretion to make adjustments to the amounts payable\nas the Compensation Committee deems appropriate and in the Company’s best interests; (5) determines when to amend previously granted\nawards, subject to the limitations set forth in the A&R 2023 Plan; (6) determines the terms and guidelines that apply to individuals\nliving outside the U.S. (if any) who receive grants under the A&R 2023 Plan; and (7) assesses deal with any other matters arising\nunder the A&R 2023 Plan.\n\n \n\nThe\nterm “Committee” in this description of the A&R 2023 Plan refers to the Compensation Committee, our Board, or any subcommittee,\nas applicable, that has authority with respect to a specific grant.\n\n \n\n**Shares\nSubject to the A&R 2023 Plan**\n\n \n\nSubject\nto adjustment described below, our A&R 2023 Plan authorizes the issuance or transfer of up to 8,400,000 shares of Common Stock. The\nA&R 2023 Plan also provides that shares of Common Stock reserved for issuance under the Abeona Therapeutics Inc. 2015 Equity Incentive\nPlan (the “2015 Plan”) that remain available for grant as of the Effective Date and shares of Common Stock underlying any\noutstanding award granted under the 2015 Plan that, following the Effective Date of the A&R 2023 Plan, expires, or is terminated,\nsurrendered, cancelled, exchanged, or forfeited for any reason without issuance of such shares of Common Stock will be available for\nnew grants under the A&R 2023 Plan*.* Subject to adjustment, as described below, the aggregate number of shares of Common\nStock available for issuance or transfer under the A&R 2023 Plan pursuant to incentive stock options cannot exceed 8,400,000 shares\nof Common Stock.\n\n \n\nThe\nshares of Common Stock issuable under the A&R 2023 Plan may be drawn from shares of Common Stock of authorized but unissued common\nstock or from shares of Common Stock that we acquire, including shares of Common Stock purchased on the open market.\n\n \n\n29\n\n \n\n \n\nIf\nawards granted under the A&R 2023 Plan expire, terminate, or are surrendered, cancelled, forfeited, or exchanged without having been\nexercised, vested or paid in shares of Common Stock , subject to such awards will again be available for purposes of the A&R 2023\nPlan. Shares of Common Stock surrendered in payment of an option’s exercise price, including options granted under the 2015 Plan,\nare not available for re-issuance under the A&R 2023 Plan. Furthermore, shares of Common Stock withheld or surrendered for payment\nof taxes with respect to awards, including such awards granted under the 2015 Plan, are not available for reissuance. If SARs are granted,\nthe full number of shares of Common Stock subject to the SARs are considered issued under the A&R 2023 Plan, without regard to the\nnumber of shares of Common Stock issued upon exercise of the SARs. If grants of awards are settled in cash rather than shares of Common\nStock , any shares of Common Stock that were previously subject to such awards will again be available for issuance or transfer under\nthe A&R 2023 Plan. If we repurchase the shares of Common Stock on the open market with proceeds from an option’s exercise price\n(including options granted under the 2015 Plan), then such shares of Common Stock cannot be made available for issuance under the A&R\n2023 Plan.\n\n \n\nThe\nnumber of shares of Common Stock available under the A&R 2023 Plan will not be reduced by the shares of Common Stock that are issued\nor transferred under awards made pursuant to an assumption, substitution, or exchange for previously granted awards of a company that\nwe acquired in a transaction. Additionally, subject to applicable stock exchange listing and Code requirements, shares of Common Stock\navailable under an acquired company’s stockholder approved plan, as adjusted, may be used by the Company for grants of awards under\nthe A&R 2023 Plan, and they will not reduce the A&R 2023 Plan’s Share reserve.\n\n \n\nThe\nclosing price of a share of Common Stock as reported on Nasdaq on April 15, 2026 was $5.40 per common share.\n\n \n\n**Non-Employee\nDirector Limit**\n\n \n\nSubject\nto adjustment, as described below, the maximum aggregate grant date value of shares of Common Stock (as determined for financial reporting\npurposes) granted to any non-employee director in a calendar year, taken together with any cash fees earned by such non-employee director\nfor services rendered as a non-employee director during the calendar year, cannot exceed $500,000 in total value. This calculation excludes\nthe value of any dividend equivalents paid pursuant to grants of awards from any previous year.\n\n \n\n**Adjustments**\n\n \n\nIf\nthere is any change in the number or kind of shares of Common Stock outstanding because of (i) a stock dividend, spinoff, recapitalization,\nstock split, reverse stock split, or combination or exchange of shares; (ii) a merger, reorganization, or consolidation; (iii) a reclassification\nor change in par value of shares of Common Stock; or (iv) any other extraordinary or unusual event affecting the outstanding common stock\nas a class without the Company’s receipt of consideration, or if the value of outstanding shares of Common Stock is substantially\nreduced because of a spinoff or the Company’s payment of an extraordinary dividend or distribution, the Compensation Committee\nwill equitably adjust the following:\n\n \n\n \n●\nthe\nmaximum number and kind of shares of Common Stock available for issuance under the A&R 2023 Plan,\n\n \n \n \n\n \n●\nthe\nmaximum grant date value of awards that a non-employee director may receive in a year (calculated as described above),\n\n \n \n \n\n \n●\nthe\nnumber and kind of shares of Common Stock issued and to be issued under the A&R 2023 Plan,\n\n \n \n \n\n \n●\nthe\nprice per Share or applicable market value of awards will be equitably adjusted by the Compensation Committee, and\n\n \n \n \n\n \n●\nexercise\nprice of options, base amount of SARs, performance goals or other terms and conditions that the Compensation Committee deems appropriate\nand subject to the A&R 2023 Plan’s repricing restrictions.\n\n \n\n30\n\n \n\n \n\nThe\nCompensation Committee will make adjustments to reflect changes in the number, kind, or value or shares of Common Stock issued to prevent,\nto the extent possible, the enlargement or dilution of rights and benefits under the A&R 2023 Plan and for any outstanding awards,\nin each case subject to and consistent with applicable law. The Compensation Committee will eliminate any fractional shares of Common\nStock resulting from adjustment.\n\n \n\nThe\nCompensation Committee may also make adjustments to the terms and conditions of outstanding awards in recognition of unusual or nonrecurring\nevents, including acquisitions and dispositions of business assets, which affect the Company, its subsidiaries or business units, or\nany financial statements of the Company or its subsidiaries, or in response to changes in applicable laws, regulations, or accounting\nprinciples. In the event of certain transactions that represent a change in control (as described below), the change in control provisions\nof the A&R 2023 Plan apply.\n\n \n\nLastly,\nthe Compensation Committee has sole discretion and authority to determine the adjustments to be made, and adjustments by the Compensation\nCommittee are final, binding, and conclusive.\n\n \n\n**Eligibility**\n\n \n\nAll\nemployees and non-employee directors, and certain key advisors (including consultants and advisors of the Company) that provide services\nto us and our subsidiaries are eligible to participate in the A&R 2023 Plan. The Compensation Committee will select which eligible\nservices providers will receive grants of awards under the A&R 2023 Plan. As of April 15, 2026, approximately 229\nemployees, nine non-employee directors and various consultants and advisors would have been eligible to participate in the A&R\n2023 Plan if the A&R 2023 Plan were in effect on such date.\n\n \n\n**Vesting\nand Minimum Vesting Requirements**\n\n \n\nThe\nCompensation Committee determines the vesting and exercisability terms of awards granted under the A&R 2023 Plan and such awards\nwill have regular vesting schedules that provide that no portion of an award will vest earlier than one year from the draft of grant.\nHowever, (i) awards granted to non-employee directors will be deemed to satisfy this minimum vesting requirement if granted on the date\nof the Annual Meeting of stockholders and vest on the date of the Annual Meeting of stockholders immediately following the date of grant\n(but in any event, not less than 50 weeks), and (ii) up to 5% of the shares of Common Stock reserved for issuance under the A&R 2023\nPlan as of the Effective Date (subject to adjustment described above) may be granted without regard to this minimum vesting requirement.\nThe Compensation Committee may accelerate vesting of any award in its discretion.\n\n \n\n**Options**\n\n \n\nUnder\nour A&R 2023 Plan, the Compensation Committee may grant incentive stock options and nonqualified stock options. Incentive stock options\nmay be granted to employees of the Company or any parent or subsidiary of the Company, according to Section 424 of the Code. Nonqualified\nstock options may be granted to employees, non-employee directors, and key advisors. The exercise price of an option granted under the\nA&R 2023 Plan will be determined by the Compensation Committee but cannot be less than the fair market value of a Share on the date\nthe option is granted. If an incentive stock option is granted to a 10% stockholder, the exercise price cannot be less than 110% of the\nfair market value of a Share on the date the option is granted.\n\n \n\nThe\nCompensation Committee will determine the term of an option, with a term limit of no more than 10 years from the date of grant. However,\nan incentive stock option that is granted to a 10% stockholder cannot have a term that exceeds five years from the date of grant.\n\n \n\nSubject\nto the minimum vesting requirements of the A&R 2023 Plan, options will become exercisable according to the terms and conditions set\nby the Compensation Committee in the award agreement. The Compensation Committee may accelerate the exercisability of any outstanding\noptions at any time and for any reason. The Compensation Committee will determine in the award agreement under what circumstances and\nduring what time periods a participant may exercise an option after termination of employment or service. Any options granted to non-exempt\nemployees cannot be exercisable for at least six months after the grant date, except as determined by the Compensation Committee.\n\n \n\n31\n\n \n\n \n\nA\nparticipant can exercise an option that has become exercisable by delivering a notice of exercise to the Company. The exercise price\nfor any option is generally payable in cash or check. In certain circumstances, as permitted by the Compensation Committee, the exercise\nprice may be paid by the surrender of shares of Common Stock with an aggregate fair market value on the date the option is exercised\nequal to the exercise price; by payment through a broker in accordance with procedures established by the Federal Reserve Board; by withholding\nshares of Common Stock subject to the exercisable option that have a fair market value on the date of exercise equal to the aggregate\nexercise price; or by such other method as the Compensation Committee approves.\n\n \n\n**Stock\nAwards**\n\n \n\nThe\nCompensation Committee may grant stock awards of our common stock to anyone eligible under the A&R 2023 Plan. Stock awards may be\nsubject to restrictions as the Compensation Committee determines. The restrictions, if any, may lapse over a specified period or based\non the satisfaction of pre-established criteria, as determined by the Compensation Committee, including, but not limited to, restrictions\nbased on the achievement of performance goals. The award agreement will set the period of time during which the stock awards will be\nsubject to restrictions, during which time a participant cannot sell, assign, transfer, pledge, or otherwise dispose of the shares of\na stock award, except as permitted by the Compensation Committee.\n\n \n\nIf\na participant ceases to be employed by or provide services to the Company during any restricted period, or if other specified conditions\nare not met, any unvested portion of the stock award will be forfeited, unless the Compensation Committee determines otherwise.\n\n \n\nUnless\notherwise determined by the Compensation Committee, a participant will have the right to vote and the right to receive dividends or other\ndistributions paid on the shares, subject to any restrictions, including the achievement of performance goals, that the Compensation\nCommittee may determine. Dividends with respect to stock awards will only vest if and to the extent that the underlying stock award vests,\nas determined by the Compensation Committee.\n\n \n\n**Stock\nUnits**\n\n \n\nThe\nCompensation Committee may grant stock units to anyone eligible to participate in the A&R 2023 Plan. Stock units represent hypothetical\nshares of Common Stock, and each represents a right that a participant has to receive a Share or amount of cash based on the common stock’s\nvalue, if and when specified conditions are met.\n\n \n\nStock\nunits become payable if certain conditions or circumstances are met, including specified performance goals. The Compensation Committee\nmay accelerate vesting or payment for any reason and at any time, provided that the acceleration complies with Section 409A of the Code.\nPayment for stock units can be made in common stock, cash, or any combination of the two as determined by the Compensation Committee.\nAll unvested stock units are forfeited if the participant’s employment or service is terminated for any reason, unless the Compensation\nCommittee determines otherwise.\n\n \n\n**Stock\nAppreciation Rights**\n\n \n\nThe\nCompensation Committee may grant SARs to anyone eligible for the A&R 2023 Plan separately or in tandem with any option. Tandem SARs\nfor non-qualified stock options may be granted at the time an option is granted or while an option is outstanding. In the case of incentive\nstock options, SARs may only be granted at the time the incentive stock option is granted. The Compensation Committee will establish\nthe base amount of the SAR at the time the SAR is granted, which will be equal to or greater than the fair market value of a share of\nour common stock as of the date of grant, as well as the vesting and other restrictions applicable to the exercisability of a SAR.\n\n \n\nIf\na SAR is granted in tandem with an option, the number of SARs that are exercisable during a specified period will not exceed the number\nof shares of Common Stock that the participant may purchase upon exercising the related option during such period. Upon exercising the\nrelated option, the related SARs will terminate, and upon the exercise of a SAR, the related option will terminate to the extent of an\nequal number of shares of Common Stock. Generally, SARs may only be exercised while the participant is employed by, or providing services\nto, us or during an applicable period following termination. If a SAR is granted to a non-exempt employee, it may not be exercisable\nfor at least six months after the date of grant.\n\n \n\n32\n\n \n\n \n\nWhen\na participant exercises a SAR, the participant will receive the excess of the fair market value of the underlying common stock over the\nbase amount of the SAR. The appreciation of a SAR will be paid in shares of Common Stock, cash or both.\n\n \n\nThe\nterm of any SAR cannot exceed 10 years from the date of grant. In the event that on the last day of the term of a SAR, the exercise is\nprohibited by applicable law, including a prohibition on purchases or sales of our common stock under our insider trading policy, the\nterm of the SAR will be extended for a period of 30 days following the end of the legal prohibition, unless the Compensation Committee\ndetermines otherwise.\n\n \n\n**Other\nStock-Based Awards**\n\n \n\nThe\nCompensation Committee may grant other stock-based awards that are based on or measured by our common stock to anyone who is eligible\nto participate in the A&R 2023 Plan, subject to terms and conditions set by the Compensation Committee. Other stock-based awards\nmay be subject to the achievement of performance goals or criteria, and may be payable in cash, shares of Common Stock, or a combination\nof the two, as determined by the Compensation Committee.\n\n \n\n**Dividend\nEquivalents**\n\n \n\nThe\nCompensation Committee may grant dividend equivalents in connection with stock units or other stock-based awards, either in the award\nagreement or at any point following the grant of the stock unit or other stock-based award. Dividends and dividend equivalents granted\nin connection with an award of stock units or other stock-based award will vest and be paid only if and to the extent that the underlying\naward of stock units or other stock-based award is vested and paid. Dividend equivalents may be payable in cash or shares of Common Stock\nand upon terms and conditions set by the Compensation Committee.\n\n \n\nDividends\nand dividend equivalents may not be granted in connections with options or SARs.\n\n \n\n**Prohibition\non Repricing**\n\n \n\nExcept\nin connection with a corporate transaction involving the Company, the Compensation Committee may not (i) amend the terms of any outstanding\nstock options or SARs to reduce the exercise price or base price, as applicable; (ii) cancel outstanding stock options or SARs in exchange\nfor stock options or SARs with an exercise price or base price that is lower than the exercise price or base price of the original option\nor SAR; or (iii) cancel outstanding stock options or SARs with an exercise price or base price, as applicable, above the current stock\nprice in exchange for cash or other securities.\n\n \n\n**Change\nin Control**\n\n \n\nIf\nwe experience a change in control where we are not the surviving corporation (or survive only as a subsidiary of another corporation),\nunless the Compensation Committee determines otherwise, all outstanding grants that are not exercised, unvested or paid at the time of\nthe change in control will be assumed by or replaced with grants (with respect to cash, securities or a combination thereof) that have\ncomparable terms by the surviving corporation (or a parent or subsidiary of the surviving corporation).\n\n \n\nUnless\nthe Compensation Committee or applicable award agreement provides otherwise, if a participant’s employment or service to the Company\nis terminated involuntarily upon or within 12 months following a change in control, the participant’s awards become fully vested\nas of the date of such termination. For awards that become vested based, in whole or in part, on performance, the applicable award agreement\nmust specify how to calculate the portion of such grant that becomes vested.\n\n \n\n33\n\n \n\n \n\nIf\nthere is a change in control and all outstanding grants are not assumed by or replaced with grants that have comparable terms by the\nsurviving company, then the Compensation Committee may (but is not required to) adjust the terms and conditions of outstanding awards,\nincluding, without limitation, taking any of the following actions (or combination thereof) without the consent of any participant:\n\n \n\n●\n\ndetermine\nthat outstanding options and SARs will automatically accelerate and become fully exercisable and the restrictions and conditions\non outstanding stock awards, stock units, other stock-based awards, and dividend equivalents immediately lapse;\n\n \n\n●\ndetermine\nthat participants will receive payment, in an amount and form determined by the Compensation Committee, in settlement of outstanding\nstock units, other stock-based awards, or dividend equivalents;\n\n \n \n\n●\nrequire\nthat participants surrender their outstanding stock options and SARs in exchange for a payment by the Company, in cash or shares\nof Common Stock, equal to the difference between the exercise price and the fair market value of the underlying shares; provided,\nhowever, if the per Share fair market value of our common stock does not exceed the per Share stock option exercise price or SAR\nbase amount, as applicable, we will not be required to make any payment to the participant upon surrender of the stock option or\nSAR; or\n\n \n \n\n●\nafter\ngiving participants an opportunity to exercise all of their outstanding stock options and SARs, terminate any unexercised stock options\nand SARs on the date determined by the Compensation Committee.\n\n \n\nIn\ngeneral terms, a change in control under the A&R 2023 Plan occurs if:\n\n \n\n●\nthe\nconsummation of a transaction where a person, entity or affiliated group, with certain exceptions, acquires more than 50% of our\nthen-outstanding voting securities;\n\n \n \n\n●\nwe\nmerge into another entity unless the holders of our voting shares immediately prior to the merger have at least 50% of the combined\nvoting power of the securities in the merged entity or its parent;\n\n \n \n\n●\nwe\nmerge into another entity and the members of our Board prior to the merger would not constitute a majority of the board of the merged\nentity or its parent;\n\n \n \n\n●\nwe\nsell or dispose of all or substantially all of our assets;\n\n \n \n\n●\nwe\nconsummate a complete liquidation or dissolution; or\n\n \n \n\n●\na\nmajority of our Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority\nof the incumbent directors.\n\n** **\n\n**Deferrals**\n\n \n\nThe\nCompensation Committee may permit or require participants to defer receipt of the payment of cash or the delivery of shares of Common\nStock that would otherwise be due to the participant in connection with a grant under the A&R 2023 Plan. The Compensation Committee\nwill establish the rules and procedures applicable to any such deferrals, consistent with the requirements of Section 409A of the Code.\n\n \n\n**Valuation**\n\n \n\nThe\nfair market value per Share on any relevant date under the A&R 2023 Plan will be deemed to be equal to the closing sale price per\nShare during regular hours trading on the relevant date on Nasdaq (or any other national securities exchange on which our Common Stock\nis at the time primarily traded). If there is no closing selling price for Common Stock on the date in question, then the fair market\nvalue shall be the last reported sale price during regular trading hours on the last preceding date for which a sale was reported. On\nApril 15, 2026, the fair market value per Share of our Common Stock was $5.40.\n\n \n\n34\n\n \n\n \n\n**Withholding**\n\n \n\nAll\nawards under the A&R 2023 Plan are subject to applicable U.S. federal (including FICA), state and local, foreign or other tax withholding\nrequirements. We may require participants or other persons receiving or exercising awards to pay an amount sufficient to satisfy such\ntax withholding requirements with respect to such awards, or we may deduct from other wages and compensation paid by us the amount of\nany withholding taxes due with respect to such grant. We may also take any other actions that the Compensation Committee deems advisable\nto enable us to satisfy our withholding tax and other tax obligations with respect to any award made under the A&R 2023 Plan.\n\n \n\nThe\nCompensation Committee may permit or require that our tax withholding obligation with respect to awards paid in our common stock be paid\nby having shares of Common Stock withheld up to an amount that does not exceed the participant’s minimum applicable withholding\ntax rate for U.S. federal (including FICA), state and local tax liabilities, or as otherwise determined by the Compensation Committee.\nIn addition, the Compensation Committee may, in its discretion, and subject to such rules as the Compensation Committee may adopt, allow\nparticipants to elect to have such share withholding applied to all or a portion of the tax withholding obligation arising in connection\nwith any particular grant.\n\n \n\n**Transferability**\n\n \n\nExcept\nas permitted by the Compensation Committee with respect to non-qualified stock options, only a participant may exercise rights under\na grant during the participant’s lifetime. A participant cannot transfer those rights except by will or by the laws of descent\nand distribution or, with respect to awards other than incentive stock options, pursuant to a domestic relations order. Upon death, the\npersonal representative or other person entitled to succeed to the rights of the participant may exercise such rights. The Compensation\nCommittee may provide in an award agreement that a participant may transfer non-qualified stock options and stock awards to family members,\nor one or more trusts or other entities for the benefit of or owned by family members, consistent with applicable securities laws.\n\n \n\n**Amendment;\nTermination**\n\n \n\nThe\nBoard may amend or terminate the A&R 2023 Plan at any time, except that the Board must receive stockholder approval to do so if required\nto comply with the Code, applicable law, or applicable stock exchange requirements.\n\n \n\nThe\nA&R 2023 Plan will terminate on the day immediately preceding the 10th anniversary of its Effective Date, unless terminated earlier\nby the Board or unless the Board, with stockholder approval, extends the term of the A&R 2023 Plan.\n\n \n\nIf\na termination or amendment occurs after an award is made, it will not materially impair the rights of a participant with respect to the\naward, unless the participant consents or the Compensation Committee acts in compliance with applicable law or other exceptions set forth\nin the A&R 2023 Plan.\n\n \n\n**Establishment\nof Sub-Plans**\n\n \n\nOur\nBoard may from time to time establish one or more sub-plans under the A&R 2023 Plan to satisfy applicable blue sky, securities or\ntax laws of various jurisdictions. The Board will establish sub-plans by setting forth the Compensation Committee’s discretionary\nlimits under the A&R 2023 Plan and any additional terms and conditions not otherwise inconsistent with the A&R 2023 Plan.\n\n \n\n**Clawback**\n\n \n\nAll\ngrants of awards under the A&R 2023 Plan are subject to any applicable clawback or recoupment policies, share trading policies,\nand other policies that the Board or Compensation Committee may implement or approve at any time. We may offset any payments due under\nthe A&R 2023 Plan to a participant where repayment is required by an applicable clawback or recoupment policy, subject to applicable\nlaw.\n\n \n\n35\n\n \n\n \n\nSubject\nto applicable law, the Compensation Committee may provide in any award agreement that if a participant breaches any restrictive covenant\nobligation or agreement between the participant and us, or otherwise engages in activities that constitute misconduct either while employed\nby, or providing services to, us or within a specified period thereafter, all awards held by the participant will terminate, and we may\nrescind any exercise of an option or SAR and the vesting of any other award and delivery of shares of Common Stock upon such exercise\nor vesting, as applicable on such terms as the Compensation Committee will determine, including the right to require that in the event\nof any rescission:\n\n \n\n●\nthe\nparticipant must return the shares of Common Stock received upon the exercise of any option or SAR or the vesting and payment of\nany other grants; or\n\n \n \n\n●\nif\nthe participant no longer owns the shares of Common Stock , the participant must pay to us the amount of any gain realized or payment\nreceived as a result of any sale or other disposition of the shares of Common Stock (if the participant transferred the shares of\nCommon Stock by gift or without consideration, then the fair market value of the shares of Common Stock on the date of the breach\nof the restrictive covenant agreement or activity constituting cause), net of the price originally paid by the participant for the\nshares.\n\n \n\nPayment\nby the participant will be made in such manner and on such terms and conditions as may be required by the Compensation Committee. We\nwill be entitled to set off against the amount of any such payment any amounts that we otherwise owe to the participant.\n\n \n\n**Certain\nFederal Income Tax Aspects**\n\n \n\nThe\nfollowing is a summary of certain federal income tax consequences of awards under the A&R 2023 Plan. It does not purport to be a\ncomplete description of all applicable rules, and those rules (including those summarized here) are subject to change*.*\n\n \n\n**Options**\n\n \n\nAn\noptionee generally will not recognize taxable income upon the grant of a non-statutory option. Rather, at the time of exercise of the\noption, the optionee will recognize ordinary income for income tax purposes in an amount equal to the excess, if any, of the fair market\nvalue of the shares of Common Stock purchased over the exercise price. We generally will be entitled to a tax deduction at such time\nand in the same amount, if any, that the optionee recognizes as ordinary income. The optionee’s tax basis in any shares of Common\nStock received upon the exercise of an option will be the fair market value of the shares of Common Stock on the date of exercise, and\nif the shares of Common Stock are later sold or exchanged, then the difference between the amount received upon such sale or exchange\nand the fair market value of such shares of Common Stock on the date of exercise will generally be taxable as long-term or short-term\ncapital gain or loss (if the shares of Common Stock are a capital asset of the optionee) depending upon the length of time such shares\nof Common Stock were held by the optionee.\n\n \n\nIncentive\nstock options are eligible for favorable U.S. federal income tax treatment if certain requirements are satisfied. An incentive stock\noption must have an option price that is not less than the fair market value of the stock at the time the option is granted and must\nbe exercisable within 10 years from the date of grant. An employee granted an incentive stock option generally does not realize compensation\nincome for U.S. federal income tax purposes upon the grant of the option. At the time of exercise of an incentive stock option, no compensation\nincome is realized by the optionee other than tax preference income for purposes of the federal alternative minimum tax on individual\nincome. If the shares of Common Stock acquired on exercise of an incentive stock option are held for at least two years after grant of\nthe option and one year after exercise, the excess of the amount realized on the sale over the exercise price will be taxed as capital\ngain. If the shares of Common Stock acquired on exercise of an incentive stock option are disposed of within less than two years after\ngrant or one year of exercise, the optionee will realize taxable compensation income equal to the lesser of (i) the excess of the fair\nmarket value of the shares of Common Stock on the date of exercise over the option price or (ii) the excess of the amount realized on\nthe sale over the option price. Any additional amount realized will be taxed as capital gain.\n\n \n\n36\n\n \n\n \n\n**Stock\nAwards**\n\n \n\nA\nparticipant generally will not be taxed upon the grant of stock awards subject to restrictions, but rather will recognize ordinary income\nin an amount equal to the fair market value of the shares of Common Stock at the time the shares of Common Stock are no longer subject\nto a “substantial risk of forfeiture” (within the meaning of the Code). We generally will be entitled to a deduction at the\ntime when, and in the amount that, the participant recognizes ordinary income on account of the lapse of the restrictions. A participant’s\ntax basis in the shares of Common Stock will equal their fair market value at the time the restrictions lapse, and the participant’s\nholding period for capital gains purposes will begin at that time. Any cash dividends paid on the restricted stock before the restrictions\nlapse will be taxable to the participant as additional compensation (and not as dividend income). Under Section 83(b) of the Code, a\nparticipant may elect to recognize ordinary income at the time the shares of Common Stock of stock are awarded in an amount equal to\ntheir fair market value at that time, notwithstanding the fact that such shares of Common Stock of stock are subject to restrictions\nand a substantial risk of forfeiture. If such an election is made, no additional taxable income will be recognized by such participant\nat the time the restrictions lapse, the participant will have a tax basis in the shares of Common Stock equal to their fair market value\non the date of their award, and the participant’s holding period for capital gains purposes will begin at that time. We generally\nwill be entitled to a tax deduction at the time when, and to the extent that, ordinary income is recognized by such participant.\n\n \n\n**Stock\nUnits**\n\n \n\nIn\ngeneral, the grant of stock units will not result in income for the participant or in a tax deduction for us. Upon the settlement of\nsuch an award in cash or shares, the participant will recognize ordinary income equal to the aggregate value of the payment received,\nand we generally will be entitled to a tax deduction at the same time and in the same amount.\n\n \n\n**Stock\nAppreciation Rights**\n\n \n\nA\nparticipant who is granted a SAR generally will not recognize ordinary income upon receipt of the SAR. Rather, at the time of exercise\nof such SAR, the participant will recognize ordinary income for U.S. federal income tax purposes in an amount equal to the value of any\ncash received and the fair market value on the date of exercise of any shares of Common Stock received. We generally will be entitled\nto a tax deduction at such time and in the same amount, if any, that the participant recognizes as ordinary income. The participant’s\ntax basis in any shares of Common Stock received upon exercise of a SAR will be the fair market value of the shares of Common Stock on\nthe date of exercise, and if the shares of Common Stock are later sold or exchanged, then the difference between the amount received\nupon such sale or exchange and the fair market value of such shares of Common Stock on the date of exercise will generally be taxable\nas long-term or short-term capital gain or loss (if the shares of Common Stock are a capital asset of the participant) depending upon\nthe length of time such shares of Common Stock were held by the participant.\n\n** **\n\n**Other\nStock-Based Awards**\n\n \n\nWith\nrespect to other stock-based awards granted under the A&R 2023 Plan, generally when the participant receives payment with respect\nto an award, the amount of cash and/or the fair market value of any shares of Common Stock or other property received will be ordinary\nincome to the participant, and we generally will be entitled to a tax deduction at the same time and in the same amount.\n\n \n\n**Impact\nof Section 409A**\n\n \n\nSection\n409A of the Code applies to deferred compensation, which is generally defined as compensation earned currently, the payment of which\nis deferred to a later taxable year. Awards under the A&R 2023 Plan are intended to be exempt from the requirements of Section 409A\nor to satisfy its requirements. An award that is subject to Section 409A and fails to satisfy its requirements will subject the holder\nof the award to immediate taxation, interest and an additional 20% tax on the vested amount underlying the award.\n\n \n\n**Section\n162(m) of the Code**\n\n \n\nSection\n162(m) of the Code generally disallows a tax deduction to a publicly held company for compensation in excess of $1 million paid to its\n“covered employees” which generally includes all NEOs. While the Compensation Committee considers the tax deductibility of\neach element of executive compensation as a factor in our overall compensation program, the Compensation Committee retains the discretion\nto approve compensation that may not qualify for the compensation deduction.\n\n \n\n**New\nPlan Benefits**\n\n \n\nFuture\nbenefits under the A&R 2023 Plan generally will be granted at the discretion of the Compensation Committee and are therefore not\ncurrently determinable.\n\n \n\nBecause\nfuture grants of awards under the A&R 2023 Plan, if approved, would be subject to the discretion of the Board or Compensation Committee,\nthe amount and terms of future awards to particular participants or groups of participants are not determinable at this time. No awards\nhave been previously granted that are contingent on the approval of the A&R 2023 Plan.\n\n \n\n**Required\nVote**\n\n \n\nProposal\n4 will be approved upon the affirmative vote of a majority of the outstanding shares of Common Stock present through virtual attendance\nor by proxy at the Annual Meeting and entitled to vote on the proposal. Stockholders may vote “FOR” or “AGAINST,”\nor “ABSTAIN” from voting. Abstentions will have the effect of a vote “AGAINST” this proposal. Broker non-votes,\nif any, will have no effect on the outcome of the vote for Proposal 4.\n\n \n\n**Recommendation\nof the Board**\n\n \n\n**The\nBoard recommends that the stockholders vote “FOR” the approval of the A&R 2023 Plan as set forth in this Proxy Statement\nfor the Annual Meeting.**\n\n** **\n\n37\n\n \n\n** **\n\n**PROPOSAL\n5**\n\n** **\n\n**APPROVAL\nOF AN amendment to the Company’s Restated Certificate of Incorporation to remove the**\n\n**advance\nnotice provision for director nominations**\n\n** **\n\nOur\nBoard is asking stockholders to approve an amendment to our Restated Certificate of Incorporation (the “Certificate of Incorporation”)\nto remove the provision governing stockholder nominations of directors (the “Nomination Provision Amendment”). Provisions\naddressing stockholder nominations of directors are more commonly maintained in a company’s bylaws rather than their certificates\nof incorporation, because bylaws provide a more flexible, efficient, and transparent means of governing the stockholder director nomination\nprocess. By including stockholder nomination provisions only in a company’s bylaws, companies are able to amend their procedures\nin a timely fashion to comply with or adapt to changes in corporate law, exchange listing requirements, and SEC regulations, rather than\ngoing through the lengthy and expensive process of amending their certificate of incorporation each time. Our Bylaws already contain\ncomprehensive provisions for stockholder nominations of directors, including detailed timing, procedural, and disclosure requirements.\nOur Bylaw provisions are consistent with and more detailed than the provision currently in the Certificate of Incorporation.\n\n \n\nAccordingly,\napproval of the Nomination Provision Amendment will not diminish or eliminate any stockholder protections relating to the director nomination\nprocess. Rather, the Company’s existing Bylaw provisions will continue to govern. On March 16, 2026, our Board adopted the Nomination\nProvision Amendment, subject to the approval of this proposal by our stockholders at the Annual Meeting. **The Board recommends that\nstockholders vote “FOR” approval of the Nomination Provision Amendment.**\n\n \n\n**The\nNomination Provision Amendment**\n\n \n\nThe\nNomination Provision Amendment would remove Article VII.C of our Certificate of Incorporation (the “Nomination Provision”)\nin its entirety. The Nomination Provision requires stockholders to provide the Company written notice of their intent to nominate directors\nwithin specified deadlines—120 days before an annual meeting, or seven days following the first notice or public announcement of\na special meeting—and to include detailed information about the nominating stockholder and each nominee. The chairman of the meeting\nmay refuse to acknowledge any nomination not made in compliance with these procedures.\n\n \n\nThe\nfull text of Article VII.C is set forth in Appendix B to this Proxy Statement.\n\n \n\n**Rationale\nfor the Nomination Provision Amendment**\n\n \n\n*The\nCompany’s Bylaws already provide comprehensive protections for stockholder nominations.* Our Bylaws contain detailed provisions\ngoverning the procedural and disclosure requirements for stockholder nominations of directors. These Bylaw provisions are consistent\nwith market practice among publicly traded companies of our size and reflect more current and comprehensive requirements than the Nomination\nProvision in the Certificate of Incorporation. Following the adoption of the SEC’s universal proxy rules and recent developments\nin Delaware corporate law, many public companies have updated their advance notice provisions to reflect evolving regulatory and legal\nstandards. By maintaining these provisions in the Bylaws rather than the Certificate of Incorporation, the Company will be better positioned\nto make such updates as needed. For more information regarding our Bylaw requirements for stockholder nominations of directors, refer\nto our Bylaws, available on our investor website at investors.abeonatherapeutics.com.\n\n \n\n*Bylaw\nprovisions are more flexible and efficient than charter provisions.* Under the General Corporation Law of the State of Delaware (the\n“DGCL”), amendments to a company’s certificate of incorporation generally require the approval of a majority of the\noutstanding shares of stock entitled to vote. This is a higher threshold than the voting standard for routine proposals, which typically\nrequires the approval of only a majority of the shares voting on the matter. Our Certificate of Incorporation further provides that amendments\nto Article VII, including any changes to the Nomination Provision, require an even more demanding standard: the affirmative vote of the\nholders of at least 66⅔% of the shares entitled to vote. As a result, even minor or technical updates to the Nomination Provision\nrequire a formal stockholder vote at a level that may be difficult to achieve. In contrast, bylaw amendments can be adopted by the Board,\nenabling the Company to keep its advance notice provisions current with developments in Delaware law, decisions of Delaware’s courts,\nand evolving market practices in a timelier manner.\n\n \n\n38\n\n \n\n \n\n*The\nBoard will be better able to respond to legal developments and stockholder feedback.* Delaware corporate law governing advance notice\nprovisions continues to evolve. Delaware courts have issued a series of decisions addressing the validity and enforceability of advance\nnotice provisions in recent years. These decisions underscore the importance of having provisions that are clearly drafted and consistent\nwith evolving legal standards. Having these provisions in the Company’s Bylaws instead of in the Certificate of Incorporation enables\nthe Board to respond to such legal developments without delay and expense of seeking supermajority stockholder approval. If the Nomination\nProvision remains in the Certificate of Incorporation and a Delaware court were to find all or a portion of the provision to be invalid\nor unenforceable, the Board would be unable to revise or remove that provision without first obtaining the affirmative vote of at least\n66⅔% of the Company’s outstanding shares—a process that is both costly and time-consuming. Similarly, if stockholders\nprovide feedback regarding the Company’s nomination procedures, the Board can respond more directly and promptly by amending the\nBylaws rather than undertaking the process of seeking supermajority stockholder approval to amend the Certificate of Incorporation.\n\n \n\n*The\nBoard recognizes that this amendment shifts future amendment authority from stockholders to the Board.* The Board is mindful that\nremoving the Nomination Provision from the Certificate of Incorporation means that future changes to the Company’s advance notice\nrequirements will be governed by the Bylaws, which can be amended by the Board without a stockholder vote. The Board believes this is\nappropriate for several reasons. First, the Company’s existing Bylaw provisions already contain comprehensive advance notice requirements\nthat protect stockholders’ ability to nominate directors. Second, under Delaware law, bylaw provisions may not be inconsistent\nwith the certificate of incorporation, and directors remain subject to fiduciary duties when adopting or amending bylaws. Third, maintaining\nadvance notice provisions in the bylaws rather than the certificate of incorporation is the prevailing practice among publicly traded\ncompanies. The Board believes that the ability to keep these provisions current and responsive to changing conditions serves stockholders’\nlong-term interests.\n\n \n\nFor\nall of these reasons, our Board believes the Nomination Provision Amendment is in the best interests of stockholders.\n\n \n\n**Required\nVote**\n\n \n\nProposal\n5 will be approved upon the affirmative vote of the holders of at least 66 2/3% of the shares entitled to vote on Proposal 5. Stockholders\nmay vote “FOR” or “AGAINST,” or “ABSTAIN” from voting. As such, the failure to vote your shares in\nfavor of this proposal—whether by voting against, failing to vote, abstaining, or allowing a broker non-vote—will have the\nsame effect as a vote “AGAINST” this proposal.\n\n \n\n**It\nis important that you vote your shares. The Board urges all stockholders to vote promptly, whether or not they plan to attend the Annual\nMeeting.**\n\n \n\n**Recommendation\nof the Board**\n\n \n\n**The\nBoard recommends that the stockholders vote “FOR” the approval of an amendment to the Company’s Certificate of Incorporation\nto remove the advance notice provision for director nominations.**\n\n \n\n39\n\n \n\n** **\n\n**OTHER\nMATTERS**\n\n** **\n\nAs\nof the date of this proxy statement, the Board is not aware of any matters to be presented for consideration at the Annual Meeting other\nthan those referred to above. If (i) any matters not within the knowledge of the Board as of the date of this proxy statement should\nproperly come before the Annual Meeting; (ii) a person not named herein is nominated at the Annual Meeting for election as a director\nbecause a nominee named herein is unable to serve or for good cause will not serve; (iii) any proposals properly omitted from this proxy\nstatement and the form of proxy, subject to applicable laws and our Certificate of Incorporation and Bylaws, should come before the Annual\nMeeting; or (iv) any matters should arise incident to the conduct of the Annual Meeting, then the proxies will be voted by the persons\nnamed in the enclosed form of proxy, or their substitutes acting thereunder, in accordance with the recommendations of the Board, or,\nif no such recommendations are made, in accordance with their best judgment.\n\n \n\n**SUBMISSION\nOF NOMINATIONS AND PROPOSALS FOR THE 2027 ANNUAL MEETING**\n\n** **\n\n**Director\nNominations**\n\n \n\nStockholders\nmay submit director nominations for election at the 2027 Annual Meeting of Stockholders (the “2027 Annual Meeting”) by delivering\nto the Corporate Secretary, no earlier than January 12, 2027 and no later than 120 days before the date of the 2027 Annual\nMeeting, a notice that sets forth all of the information required by our Charter and Bylaws. Our Charter and Bylaws are available\non our Investor website at investors.abeonatherapeutics.com.\n\n \n\n**Stockholder\nProposals**\n\n \n\nStockholder\nproposals to be included in the proxy statement for the 2027 Annual Meeting pursuant to Rule 14a-8 must be received by the\nCompany (addressed to the attention of the Corporate Secretary) no later than December 28, 2026 at our principal executive offices\nat Abeona Therapeutics Inc., 6555 Carnegie Avenue, 4th Floor Cleveland, OH 44103.\n\n \n\nAny\nstockholder proposal submitted outside the processes of Rule 14a-8 for presentation at our 2027 Annual Meeting will be considered\nuntimely under our Bylaws if notice thereof is received before December 22, 2026 or after January 21, 2027. Additionally, such notice\nmust include all of the information required by our Bylaws.\n\n \n\n**STOCKHOLDERS\nSHARING AN ADDRESS OR HOUSEHOLD**\n\n** **\n\nOnly\none copy of our Annual Report and proxy statement is being delivered to multiple stockholders sharing an address unless we have received\ninstructions to the contrary from one or more of the stockholders.\n\n \n\nWe\nwill deliver promptly upon written or oral request a separate copy of our Annual Report and proxy statement to any stockholder at a shared\naddress to which a single copy of any of those documents was delivered. To receive a separate copy of our Annual Report and proxy statement,\nor if two stockholders sharing an address have received two copies of any of these documents and desire to only receive one, you may\nwrite to the Company at c/o Investor Relations, 6555 Carnegie Ave., 4th Floor, Cleveland, OH 44103 or call the Company at 646-813-4701.\n\n \n\n**COST\nAND METHOD OF SOLICITATION**\n\n** **\n\nWe\nwill pay the cost of soliciting proxies. Proxies may be solicited on behalf of the Company by directors, officers or employees of Abeona\nin person or by telephone, email or other electronic means. As required by the SEC, we also will reimburse brokerage firms and other\ncustodians, nominees and fiduciaries for their expenses incurred in sending proxies and proxy materials to beneficial owners of our Common\nStock.\n\n \n\n**FORM\n10-K**\n\n** **\n\nOur\nAnnual Report is available without charge to each stockholder, upon written request to the Company at c/o Investor Relations, 6555 Carnegie\nAve., 4th Floor, Cleveland, OH 44103 and is also available on our website at www.abeonatherapeutics.com under the heading “Investors\n& Media—SEC Filings.”\n\n \n\n40\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**APPENDIX\nA**\n\n** **\n\n**SECOND\nAmended and Restated Abeona Therapeutics Inc. 2023 Equity Incentive Plan**\n\n \n\n*Section\n1. Effectiveness and Purpose*.\n\n \n\nEffective\nas of the date this plan is approved by the Corporation’s stockholders, the Second Amended and Restated Abeona Therapeutics Inc.\n2023 Equity Incentive Plan (as may be amended from time to time, the “**Plan**”) is hereby established.\n\n \n\nThe\nPlan was initially approved by the Corporation’s stockholders on the Effective Date, and was first amended and restated to increase\nthe number of shares of Common Stock reserved for issuance thereunder as approved by the Corporation’s stockholders on April 24,\n2024, and again as approved by the Corporation’s stockholders on December 20, 2024. The Plan was further amended in\nits present form on March 16, 2026, which is the date on which the amendment and restatement of the Plan in its present form was\napproved by the Board (the “**Restatement Date**”), subject to approval by the Corporation’s stockholders.\nThe terms of the Plan as amended and restated herein shall apply to all Awards granted under the Plan prior to, on or following the Restatement\nDate. If this amendment and restatement of the Plan is not approved by the Company’s stockholders at the Corporation’s 2026\nAnnual Meeting of Stockholders, then this amendment and restatement of the Plan will be null and void in its entirety and the Plan as\napproved by the Corporation’s stockholders on December 20, 2024 will remain in effect.\n\n \n\nThe\npurpose of the Plan is to provide employees of Abeona Therapeutics Inc., a Delaware corporation (together with its successors, the “**Corporation**”),\nand its Subsidiaries, certain consultants and advisors who perform services for the Corporation or its Subsidiaries, and non-employee\nmembers of the Board, with the opportunity to receive grants of equity awards in the form of incentive stock options, nonqualified stock\noptions, stock appreciation rights, stock awards, stock units, and other stock-based awards. Capitalized terms used in the Plan and not\notherwise defined herein shall have the meaning assigned to them in Section 2.\n\n \n\nThe\nCorporation believes that the Plan will encourage the participants to contribute materially to the growth of the Corporation, thereby\nbenefitting the Corporation’s stockholders, and will align the economic interests of the participants with those of the stockholders.\n\n \n\nThe\nPlan is intended to replace the Prior Plan. No additional grants shall be made under the Prior Plan on or after the Effective Date. Outstanding\ngrants under the Prior Plan shall continue in effect according to their terms.\n\n \n\n*Section\n2. Definitions*.\n\n \n\nThe\nfollowing terms shall have the meanings set forth below for purposes of the Plan:\n\n \n\n(a)\n“**Affiliate**” means, when used with reference to any Person, any other Person that directly or indirectly, through\none or more intermediaries, controls, is controlled by or is under common control with, or owns greater than 50% of the voting power\nin, the specified Person (the term “control” for this purpose means the ability, whether by the ownership of shares or other\nequity interest, by contract or otherwise, to elect a majority of the directors of a corporation, independently to select the managing\npartner of a partnership or the managing member or the majority of the managers, as applicable, of a limited liability company, or otherwise\nto have the power independently to remove and then select a majority of those Persons exercising governing authority over an entity,\nand control shall be conclusively presumed in the case of the direct or indirect ownership of 50% or more of the voting equity interests\nin the specified Person).\n\n \n\n(b)\n“**Award**” means an Option, SAR, Stock Award, Stock Unit or Other Stock-Based Award granted under the Plan.\n\n \n\n(c)\n“**Award Agreement**” means the written agreement that sets forth the terms and conditions of an Award, including\nall amendments thereto.\n\n \n\n \n\n \n\n \n\n(d)\n“**Board**” means the Board of Directors of the Corporation.\n\n \n\n(e)\n“**CEO**” means the Chief Executive Officer of the Corporation.\n\n \n\n(f)\n“**Change in Control**” means a change in ownership or control of the Corporation effected through any of the following\ntransactions:\n\n \n\n(i)\nany “person” (as such term is used in sections 13(d) and 14(d) of the Exchange Act) becomes a “beneficial owner”\n(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing more than fifty\npercent (50%) of the voting power of the then-outstanding securities of the Corporation; *provided* that a Change in Control shall\nnot be deemed to occur as a result of a transaction in which the Corporation becomes a direct or indirect subsidiary of another Person\nand in which the stockholders of the Corporation, immediately prior to the transaction, will beneficially own, immediately after the\ntransaction, shares of such other Person representing more than fifty percent (50%) of the voting power of the then-outstanding securities\nof such other Person;\n\n \n\n(ii)\nthe consummation of (A) a merger or consolidation of the Corporation with another Person where, immediately after the merger or consolidation,\nthe stockholders of the Corporation, immediately prior to the merger or consolidation, will not beneficially own, in substantially the\nsame proportion as ownership immediately prior to the merger or consolidation, shares entitling such stockholders to more than fifty\npercent (50%) of all votes to which all stockholders of the surviving Person would be entitled in the election of directors, or where\nthe members of the Board, immediately prior to the merger or consolidation, will not, immediately after the merger or consolidation,\nconstitute a majority of the board of directors of the surviving Person or (B) a sale or other disposition of all or substantially all\nof the assets of the Corporation;\n\n \n\n(iii)\na change in the composition of the Board over a period of twelve (12) consecutive months or less such that a majority of the Board members\nceases, by reason of one or more contested elections, or threatened election contests, for Board membership, to be comprised of individuals\nwho either (A) have been Board members continuously since the beginning of such period or (B) have been elected or nominated for election\nas Board members during such period by at least a majority of the Board members described in clause (A) who were still in office at the\ntime the Board approved such election or nomination; or\n\n \n\n(iv)\nthe consummation of a complete dissolution or liquidation of the Corporation.\n\n \n\nThe\nCommittee may modify the definition of Change in Control for a particular Award as the Committee deems appropriate to comply with Section\n409A of the Code. Notwithstanding the foregoing, if an Award constitutes deferred compensation subject to Section 409A of the Code and\nthe Award provides for payment upon a Change in Control, then, for purposes of such payment provisions, no Change in Control shall be\ndeemed to have occurred upon an event described in items (i)-(iv) above unless the event would also constitute a change in ownership\nor effective control of, or a change in the ownership of a substantial portion of the assets of, the Corporation under Section 409A of\nthe Code.\n\n \n\n(g)\n“**Code**” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.\n\n \n\n(h)\n“**Committee**” means the Compensation Committee of the Board or another committee appointed by the Board to administer\nthe Plan. The Committee shall consist of directors who are “non-employee directors” as defined under Rule 16b-3 promulgated\nunder the Exchange Act and “independent directors,” as determined in accordance with the independence standards established\nby the stock exchange on which the Common Stock is at the time primarily traded.\n\n \n\n(i)\n“**Common Stock**” means common stock, par value $.01 per share, of the Corporation, and such other securities\nas may be substituted for Common Stock pursuant to Section 5(c) or Section 5(e).\n\n \n\n \n\n \n\n \n\n(j)\n“**Disability**” or “**Disabled**” has the meaning set forth in an applicable Award Agreement\nor employment or services agreement with a Participant, and in the absence of the forgoing, means (i) the Participant’s becoming\ndisabled within the meaning of the Employer’s long-term disability plan applicable to the Participant, or (ii) if no long-term\ndisability plan is applicable to the Participant, the Participant’s inability to engage in any substantial gainful activity by\nreason of any medically determinable physical or mental impairment that is expected to result in death or has lasted or can be expected\nto last for a continuous period of six months or more.\n\n \n\n(k)\n“**Dividend Equivalent**” means an amount determined by multiplying the number of shares of Common Stock subject\nto a Stock Unit or Other Stock-Based Award by the per-share cash dividend paid by the Corporation on its outstanding Common Stock, or\nthe per-share Fair Market Value of any dividend paid on its outstanding Common Stock in consideration other than cash. If interest is\ncredited on accumulated divided equivalents, the term “Dividend Equivalent” shall include the accrued interest.\n\n \n\n(l)\n“**Effective Date**” means May 17, 2023.\n\n \n\n(m)\n“**Employed by, or providing service to, the Employer**” means employment or service as an Employee, Key Advisor\nor member of the Board (so that, for purposes of exercising Options and SARs and satisfying conditions with respect to Stock Awards,\nStock Units, and Other Stock-Based Awards, a Participant shall not be considered to have terminated employment or service until the Participant\nceases to be an Employee, Key Advisor and member of the Board), unless the Committee determines otherwise. If a Participant’s relationship\nis with a Subsidiary and that entity ceases to be a Subsidiary, the Participant will be deemed to cease employment or service when the\nentity ceases to be a Subsidiary, unless the Participant transfers employment or service to an Employer. If a Participant has military,\nsick leave or other bona fide leave, the Participant will not be deemed to cease employment or service solely as a result of such leave;\n*provided*that such leave does not exceed the longer of 90 days or the period during which the absent Participant’s reemployment\nrights, if any, are guaranteed by statute or contract. To the extent consistent with applicable law, the Committee may provide that Awards\ncontinue to vest for all or a portion of the period of such leave, or that vesting shall be tolled during such leave and only recommence\nupon the Participant’s return from such leave.\n\n \n\n(n)\n“**Employee**” means an employee of the Employer (including an officer or director who is also an employee), but\nexcluding any person who is classified by the Employer as a “contractor” or “consultant,” no matter how characterized\nby the Internal Revenue Service, other governmental agency or a court. Any change of characterization of an individual by the Internal\nRevenue Service or any court or government agency shall have no effect upon the classification of an individual as an Employee for purposes\nof this Plan, unless the Committee determines otherwise.\n\n \n\n(o)\n“**Employer**” means the Corporation and its Subsidiaries.\n\n \n\n(p)\n“**Exchange Act**” means the Securities Exchange Act of 1934, as amended.\n\n \n\n(q)\n“**Exercise Price**” means the per share price at which shares of Common Stock may be purchased under an Option,\nas designated by the Committee.\n\n \n\n(r)\n“**Fair Market Value**” means:\n\n \n\n(i)\nIf the Common Stock is publicly traded, the Fair Market Value per share shall be determined as follows: (A) if the principal trading\nmarket for the Common Stock is a national securities exchange, the closing sales price during regular trading hours on the relevant date\nor, if there were no trades on that date, the latest preceding date upon which a sale was reported, or (B) if the Common Stock is not\nprincipally traded on any such exchange, the last reported sale price of a share of Common Stock during regular trading hours on the\nrelevant date, as reported by the OTC Bulletin Board.\n\n \n\n(ii)\nIf the Common Stock is not publicly traded or, if publicly traded, is not subject to reported transactions as set forth above, the Fair\nMarket Value per share shall be determined by the Committee through any reasonable valuation method authorized under the Code.\n\n \n\n \n\n \n\n \n\n(s)\n“**Incentive Stock Option**” means an Option that is intended to meet the requirements of an incentive stock option\nunder Section 422 of the Code.\n\n \n\n(t)\n“**Involuntary Termination**” has the following meaning with respect to each Award made under the Plan:\n\n \n\n(i)\nInvoluntary Termination shall have the meaning assigned to such term in the Award Agreement for the particular Award or in any other\nagreement incorporated by reference into the Award Agreement for purposes of defining such term.\n\n \n\n(ii)\nIn the absence of any other Involuntary Termination definition in the Award Agreement (or in any other agreement incorporated by reference\ninto the Award Agreement), Involuntary Termination means such individual’s involuntary dismissal or discharge by the Employer for\nreasons other than Misconduct.\n\n \n\n(u)\n“**Key Advisor**” means a consultant or advisor of the Employer.\n\n \n\n(v)\n“**Misconduct**” has the following meaning with respect to each Award made under the Plan:\n\n \n\n(i)\nMisconduct shall have the meaning assigned to such term in the Award Agreement for the particular Award or in any other agreement incorporated\nby reference into the Award Agreement for purposes of defining such term.\n\n \n\n(ii)\nIn the absence of any other Misconduct definition in the Award Agreement for a particular Award (or in any other agreement incorporated\nby reference into the Award Agreement), Misconduct means the commission of any act of fraud, embezzlement or dishonesty by the Participant,\nany unauthorized use or disclosure by such person of confidential information or trade secrets of the Corporation or any Affiliate, or\nany other intentional misconduct by such person adversely affecting the business or affairs of the Corporation or any Affiliate in a\nmaterial manner. The foregoing definition shall not in any way preclude or restrict the right of the Employer to discharge or dismiss\nany Participant, employee or other person in the service of the Employer for any other acts or omissions, but such other acts or omissions\nshall not be deemed, for purposes of the Plan, to constitute grounds for termination for Misconduct.\n\n \n\n(w)\n“**Non-Employee Director**” means a member of the Board who is not an Employee.\n\n \n\n(x)\n“**Nonqualified Stock Option**” means an Option that is not intended to be taxed as an incentive stock option under\nSection 422 of the Code.\n\n \n\n(y)\n“**Option**” means an option to purchase shares of Common Stock, as described in Section 7.\n\n \n\n(z)\n“**Other Stock-Based Award**” means any Award based on, measured by or payable in Common Stock (other than an Option,\nStock Unit, Stock Award, or SAR), as described in Section 11.\n\n \n\n(aa)\n“**Participant**” means an Employee, Key Advisor or Non-Employee Director designated by the Committee to participate\nin the Plan.\n\n \n\n \n\n \n\n \n\n(bb)\n“**Performance Goals**” means the business criteria selected by the Corporation to measure the level of performance\nof the Corporation or an Affiliate during a performance period, which may include, but are not limited to, one or more of the following\ncriteria: (i) cash flow; (ii) earnings (including earnings before interest and taxes, earnings before taxes, earnings before interest,\ntaxes, depreciation, amortization and charges for stock-based compensation, earnings before interest, taxes, depreciation and amortization,\nand net earnings); (iii) earnings per share; (iv) growth in earnings or earnings per share; (v) stock price; (vi) return on equity or\naverage stockholder equity; (vii) total stockholder return or growth in total stockholder return either directly or in relation to a\ncomparative group; (viii) return on capital; (ix) return on assets or net assets; (x) invested capital, required rate of return on capital\nor return on invested capital; (xi) revenue, growth in revenue or return on sales; (xii) income or net income; (xiii) operating income,\nnet operating income or net operating income after tax; (xiv) operating profit or net operating profit; (xv) operating margin or gross\nmargin; (xvi) return on operating revenue or return on operating profit; (xvii) market share; (xviii) market capitalization; (xix) application\napprovals; (xx) litigation and regulatory resolution goals; (xxi) product sales or milestones; (xxii) budget comparisons; (xxiii) growth\nin stockholder value relative to the growth of a peer group or index; (xxiv) development and implementation of strategic plans and/or\norganizational restructuring goals; (xxv) development and implementation of risk and crisis management programs; (xxvi) improvement in\nworkforce diversity; (xxvii) compliance requirements and compliance relief; (xxviii) productivity goals; (xxix) workforce management\nand succession planning goals; (xxx) economic value added (including typical adjustments consistently applied from generally accepted\naccounting principles required to determine economic value added performance measures); (xxxi) measures of customer satisfaction, employee\nsatisfaction or staff development; (xxxii) development or marketing collaborations, formations of joint ventures or partnerships or the\ncompletion of other similar transactions intended to enhance the Corporation’s revenue or profitability or enhance its customer\nbase; (xxxiii) merger and acquisitions; (xxxiv) strategic goals or objectives (including objectives related to qualitative or quantitative\nenvironmental, social or governance metrics); and (xxxiv) other applicable criteria as determined by the Committee. Performance Goals\napplicable to an Award shall be determined by the Committee, and may be established on an absolute or relative basis and may be established\non a corporate-wide basis or with respect to one or more business units, divisions, subsidiaries or business segments. Relative performance\nmay be measured against a group of peer companies, a financial market index or other objective and quantifiable indices.\n\n \n\n(cc)\n“**Person**” means any natural person, corporation, limited liability company, partnership, trust, joint stock\ncompany, business trust, unincorporated association, joint venture, governmental authority or other legal entity of any nature whatsoever.\n\n \n\n(dd)\n“**Prior Plan**” means the Abeona Therapeutics, Inc. 2015 Equity Incentive Plan, as amended through the Effective\nDate.\n\n \n\n(ee)\n“**SAR**” means a stock appreciation right, as described in Section 10.\n\n \n\n(ff)\n“**Stock Award**” means an award of Common Stock, as described in Section 8.\n\n \n\n(gg)\n“**Stock Unit**” means an award of a contractual right to receive one or more shares of Common Stock, cash or combination\nthereof, as described in Section 9, and denominated in a number of shares of Common Stock specified in an Award Agreement.\n\n \n\n(hh)\n“**Subsidiary**” means any corporation (other than the Corporation) in an unbroken chain of corporations beginning\nwith the Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination,\nstock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.\n\n \n\n*Section\n3. Administration*.\n\n \n\n(a)\nCommittee. The Plan shall be administered and interpreted by the Committee; *provided, however*, that any Awards to members\nof the Board must be authorized by a majority of the Board. The Committee may delegate authority to one or more subcommittees of the\nCommittee or as set forth in Section 3(b), as it deems appropriate. Subject to compliance with applicable law and the applicable stock\nexchange rules, the Board, in its discretion, may perform any action of the Committee hereunder. To the extent that the Board, the Committee,\na subcommittee or the CEO, as described below administers the Plan, references in the Plan to the “Committee” shall be deemed\nto refer to the Board, the Committee, or such subcommittee or the CEO.\n\n \n\n(b)\nDelegation to CEO or CFO. Subject to compliance with applicable law and applicable stock exchange requirements, the Committee\nmay delegate all or part of its authority and power to the CEO or CFO of the Corporation or a committee comprised of executives of the\nCorporation, as it deems appropriate, with respect to Awards to Employees or Key Advisors who are not executive officers or directors\nunder Section 16 of the Exchange Act.\n\n \n\n \n\n \n\n \n\n(c)\nCommittee Authority. The Committee shall have the sole authority to (i) determine the individuals to whom Awards shall be made\nunder the Plan; (ii) determine the type, size, terms and conditions of the Awards to be made to each such individual; (iii) determine\nthe time when the Awards will be made and the duration of any applicable exercise or restriction period, including the criteria for exercisability\nand the acceleration of exercisability, which criteria may be based on the attainment of Performance Goals; (iv) determine the amounts\npayable based on attainment of Performance Goals, including discretion to make such adjustments (positive or negative) to the amounts\npayable as the Committee deems appropriate and in the best interests of the Corporation; (v) amend the terms of any previously issued\nAward, subject to the provisions of Section 18 below; (vi) determine and adopt terms, guidelines, and provisions, not inconsistent with\nthe Plan and applicable law, that apply to individuals residing outside of the United States who receive Awards under the Plan; and (vii)\ndeal with any other matters arising under the Plan.\n\n \n\n(d)\nCommittee Determinations. The Committee shall have full power and express discretionary authority to administer and interpret\nthe Plan, to make factual determinations and to adopt or amend such rules, regulations, agreements and instruments for implementing the\nPlan and for the conduct of its business as it deems necessary or advisable, in its sole discretion. The Committee’s written interpretations\nof the Plan and all determinations made by the Committee pursuant to the powers vested in it hereunder shall be conclusive and binding\non all persons having any interest in the Plan or in any Awards granted hereunder. The Committee may rely on internal or external advisors\nin determining appropriate interpretations of the Plan or Awards granted hereunder. All powers of the Committee shall be executed in\nits sole discretion, in the best interest of the Corporation, not as a fiduciary, and in keeping with the objectives of the Plan and\nneed not be uniform as to similarly situated individuals.\n\n \n\n(e)\nIndemnification. No member of the Committee or the Board, and no employee of the Corporation or any Affiliate shall be liable\nfor any act or failure to act with respect to the Plan, except in circumstances involving such person’s bad faith or willful misconduct,\nor for any act or failure to act hereunder by any other member of the Committee or employee or by any agent to whom duties in connection\nwith the administration of this Plan have been delegated. The Corporation shall indemnify members of the Committee and the Board and\nany agent of the Committee or the Board who is an employee of the Corporation or a Subsidiary against any and all liabilities or expenses\nto which they may be subjected by reason of any act or failure to act with respect to their duties on behalf of the Plan, except in circumstances\ninvolving such person’s bad faith or willful misconduct.\n\n \n\n*Section\n4. Awards*.\n\n \n\n(a)\nGeneral. Awards under the Plan may consist of Options as described in Section 7, Stock Awards as described in Section 8, Stock\nUnits as described in Section 9, SARs as described in Section 10, and Other Stock-Based Awards as described in Section 11. All Awards\nshall be subject to the terms and conditions set forth herein and to such other terms and conditions consistent with this Plan as the\nCommittee deems appropriate and as are specified in writing by the Committee to the individual in the Award Agreement. All Awards shall\nbe made conditional upon the Participant’s acknowledgement, in writing or by acceptance of the Award, that all decisions and determinations\nof the Committee shall be final and binding on the Participant, the Participant’s beneficiaries and any other person having or\nclaiming an interest under such Award. Awards under a particular Section of the Plan need not be uniform as among the Participants.\n\n \n\n(b)\nMinimum Vesting. Awards granted under the Plan shall include regular vesting schedules that provide that no portion of an Award\nshall vest earlier than one year from the date of grant. However, (i) for purposes of Awards granted to Non-Employee Directors, such\nAwards shall be deemed to satisfy this minimum vesting requirement if such Awards are granted on the date of the Corporation’s\nannual meeting of stockholders and vest on the date of the Corporation’s annual meeting of stockholders immediately following the\ndate of grant (but not less than 50 weeks following the date of grant), and (ii) subject to adjustments made in accordance with Section\n5(e) below, up to 5% of the shares of Common Stock authorized under the Plan as set forth in Section 5(a) as of the Effective Date may\nbe granted without regard to this minimum vesting requirement.\n\n \n\n(c)\nDividends and Dividend Equivalents. Notwithstanding anything to the contrary herein, any dividends or Dividend Equivalents granted\nin connection with Awards under the Plan shall vest and be paid only if and to the extent the underlying Awards vest and are paid.\n\n \n\n \n\n \n\n \n\n*Section\n5. Shares Subject to the Plan*.\n\n \n\n(a)\nShares Authorized. Subject to adjustment as described below in Sections 5(b) and 5(e) below, the aggregate number of shares of\nCommon Stock that may be issued or transferred under the Plan shall not exceed 8,400,000 shares of Common Stock. In addition, subject\nto adjustment as described below in Sections 5(b) and 5(e) below, shares of Common Stock reserved for issuance under the Prior Plan that\nremain available for grant under the Prior Plan as of the Effective Date and shares of the Common Stock underlying any outstanding award\ngranted under the Prior Plan that, following the Effective Date, expires, or is terminated, surrendered, cancelled, or forfeited or exchanged\nfor any reason without issuance of such shares shall be available for new Awards under this Plan. Subject to adjustment as described\nbelow in Sections 5(b) and 5(e) below, the aggregate number of shares of Common Stock that may be issued or transferred under the Plan\npursuant to Incentive Stock Options shall not exceed 8,400,000 shares of Common Stock.\n\n \n\n(b)\nSource of Shares; Share Counting. Shares issued or transferred under the Plan may be authorized but unissued shares of Common\nStock or reacquired shares of Common Stock, including shares purchased by the Corporation on the open market for purposes of the Plan.\nIf and to the extent Awards granted under the Plan expire, terminate or are surrendered cancelled, forfeited, exchanged or without having\nbeen exercised, vested or paid in shares, the shares subject to such Awards shall again be available for purposes of the Plan. Shares\nof Common Stock surrendered in payment of the Exercise Price of an Option (or an option granted under the Prior Plan) shall not be available\nfor re-issuance under the Plan. Shares of Common Stock withheld or surrendered for payment of taxes with respect to Awards (or awards\ngranted under the Prior Plan) shall not be available for re-issuance under the Plan. If SARs are granted, the full number of shares subject\nto the SARs shall be considered issued under the Plan, without regard to the number of shares issued upon exercise of the SARs. To the\nextent any Awards are paid in cash, and not in shares of Common Stock, any shares previously subject to such Awards shall again be available\nfor issuance or transfer under the Plan. For the avoidance of doubt, if shares are repurchased by the Corporation on the open market\nwith the proceeds of the Exercise Price of Options (including options granted under the Prior Plan), such shares may not again be made\navailable for issuance under the Plan.\n\n \n\n(c)\nSubstitute Awards. Shares issued or transferred under Awards made pursuant to an assumption, substitution or exchange for previously\ngranted awards of a company acquired by the Corporation in a transaction (“Substitute Awards”) shall not reduce the\nnumber of shares of Common Stock available under the Plan and available shares under a stockholder approved plan of an acquired company\n(as appropriately adjusted to reflect the transaction) may be used for Awards under the Plan and shall not reduce the Plan’s share\nreserve (subject to applicable stock exchange listing and Code requirements).\n\n \n\n(d)\nIndividual Limits for Non-Employee Directors. Subject to adjustment as described below in Section 5(e), the maximum aggregate\ngrant date value of shares of Common Stock subject to Awards granted to any Non-Employee Director during any calendar year, taken together\nwith any cash fees earned by such Non-Employee Director for services rendered as a Non-Employee Director during the calendar year, shall\nnot exceed $500,000 in total value. For purposes of this limit, the value of such Awards shall be calculated based on the grant date\nfair value of such Awards for financial reporting purposes and excluding the value of any Dividend Equivalents paid pursuant to any Award\ngranted in a previous year.\n\n \n\n(e)\nAdjustments. If there is any change in the number or kind of shares of Common Stock outstanding by reason of (i) a stock dividend,\nspinoff, recapitalization, stock split, reverse stock split or combination or exchange of shares, (ii) a merger, reorganization or consolidation,\n(iii) a reclassification or change in par value, or (iv) any other extraordinary or unusual event affecting the outstanding Common Stock\nas a class without the Corporation’s receipt of consideration, or if the value of outstanding shares of Common Stock is substantially\nreduced as a result of a spinoff or the Corporation’s payment of an extraordinary dividend or distribution, the maximum number\nand kind of shares of Common Stock available for issuance under the Plan, the maximum amount of Awards which a Non-Employee Director\nmay receive in any year, the number and kind of shares covered by outstanding Awards, the number and kind of shares issued and to be\nissued under the Plan, and the price per share or the applicable market value of such Awards shall be equitably adjusted by the Committee\nto reflect any increase or decrease in the number of, or change in the kind or value of, the issued shares of Common Stock to preclude,\nto the extent practicable, the enlargement or dilution of rights and benefits under the Plan and such outstanding Awards; *provided,\nhowever*, that any fractional shares resulting from such adjustment shall be eliminated. In addition, the Committee is authorized\nto make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events\n(including, without limitation, events described in the preceding sentence, and acquisitions and dispositions of businesses and assets)\naffecting the Corporation, any Subsidiary or any business unit, or the financial statements of the Corporation or any Subsidiary, or\nin response to changes in applicable laws, regulations, or accounting principles. In addition, in the event of a Change in Control, the\nprovisions of Section 13 of the Plan shall apply. Any adjustments to outstanding Awards shall be consistent with Section 409A or 424\nof the Code, to the extent applicable. Subject to Section 18(b), the adjustments of Awards under this Section 5(e) shall include adjustment\nof shares, Exercise Price of Options, base amount of SARs, Performance Goals or other terms and conditions, as the Committee deems appropriate.\nThe Committee shall have the sole discretion and authority to determine what appropriate adjustments shall be made and any adjustments\ndetermined by the Committee shall be final, binding and conclusive.\n\n \n\n \n\n \n\n \n\n*Section\n6. Eligibility for Participation.*\n\n \n\n(a)\nEligible Persons. All Employees and Non-Employee Directors shall be eligible to participate in the Plan. Key Advisors shall be\neligible to participate in the Plan if the Key Advisors render bona fide services to the Employer, the services are not in connection\nwith the offer and sale of securities in a capital-raising transaction and the Key Advisors do not directly or indirectly promote or\nmaintain a market for the Corporation’s securities.\n\n \n\n(b)\nSelection of Participants. The Committee shall select the Employees, Non-Employee Directors and Key Advisors to receive Awards\nand shall determine the number of shares of Common Stock subject to a particular Award in such manner as the Committee determines.\n\n \n\n*Section\n7. Options.*\n\n \n\nThe\nCommittee may grant Options to an Employee, Non-Employee Director or Key Advisor upon such terms as the Committee deems appropriate.\nThe following provisions are applicable to Options:\n\n \n\n(a)\nNumber of Shares. The Committee shall determine the number of shares of Common Stock that will be subject to each Award of Options\nto Employees, Non-Employee Directors and Key Advisors.\n\n \n\n(b)\nType of Option and Exercise Price.\n\n \n\n(i)\nThe Committee may grant Incentive Stock Options or Nonqualified Stock Options or any combination of the two, all in accordance with the\nterms and conditions set forth herein. Incentive Stock Options may be granted only to employees of the Corporation or any of its parent\nor subsidiary corporations, as defined in Section 424 of the Code. Nonqualified Stock Options may be granted to Employees, Non-Employee\nDirectors and Key Advisors.\n\n \n\n(ii)\nThe Exercise Price of Common Stock subject to an Option shall be determined by the Committee and shall be equal to or greater than the\nFair Market Value of a share of Common Stock on the date the Option is granted. However, an Incentive Stock Option may not be granted\nto an Employee who, at the time of grant, owns stock possessing more than 10% of the total combined voting power of all classes of stock\nof the Corporation, or any parent or subsidiary corporation of the Corporation, as defined in Section 424 of the Code, unless the Exercise\nPrice per share is not less than 110% of the Fair Market Value of a share of Common Stock on the date of grant.\n\n \n\n(c)\nOption Term. The Committee shall determine the term of each Option. The term of any Option shall not exceed ten years from the\ndate of grant. However, an Incentive Stock Option that is granted to an Employee who, at the time of grant, owns stock possessing more\nthan 10% of the total combined voting power of all classes of stock of the Corporation, or any parent or subsidiary corporation of the\nCorporation, as defined in Section 424 of the Code, may not have a term that exceeds five years from the date of grant. Notwithstanding\nthe foregoing, in the event that on the last business day of the term of an Option (other than an Incentive Stock Option), the exercise\nof the Option is prohibited by applicable law, including a prohibition on purchases or sales of Common Stock under the Corporation’s\ninsider trading policy, the term of the Option shall be extended for a period of 30 days following the end of the legal prohibition,\nunless the Committee determines otherwise.\n\n \n\n \n\n \n\n \n\n(d)\nExercisability of Options. Subject to Section 4(b), Options shall become exercisable in accordance with such terms and conditions,\nconsistent with the Plan, as may be determined by the Committee and specified in the Award Agreement, including upon the attainment of\nspecified Performance Goals. The Committee may accelerate the exercisability of any or all outstanding Options at any time for any reason.\n\n \n\n(e)\nAwards to Non-Exempt Employees. Notwithstanding the foregoing, Options granted to persons who are non-exempt employees under the\nFair Labor Standards Act of 1938, as amended, may not be exercisable for at least six months after the date of grant (except that such\nOptions may become exercisable, as determined by the Committee, upon the Participant’s death, Disability or retirement, or upon\na Change in Control or other circumstances permitted by applicable regulations).\n\n \n\n(f)\nTermination of Employment or Service. Except as provided in the Award Agreement, an Option may only be exercised while the Participant\nis employed by, or providing services to, the Employer. The Committee shall determine in the Award Agreement under what circumstances\nand during what time periods a Participant may exercise an Option after termination of employment or service.\n\n \n\n(g)\nExercise of Options. A Participant may exercise an Option that has become exercisable, in whole or in part, by delivering a notice\nof exercise to the Corporation. The Participant shall pay the Exercise Price for an Option as specified by the Committee (i) in cash\nor by check, (ii) unless the Committee determines otherwise, by delivering shares of Common Stock owned by the Participant and having\na Fair Market Value on the date of exercise at least equal to the Exercise Price or by attestation (on a form prescribed by the Committee)\nto ownership of shares of Common Stock having a Fair Market Value on the date of exercise at least equal to the Exercise Price, (iii)\nby payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, (iv) if permitted by\nthe Committee, by withholding shares of Common Stock subject to the exercisable Option, which have a Fair Market Value on the date of\nexercise equal to the Exercise Price, or (v) by such other method as the Committee may approve. Shares of Common Stock used to exercise\nan Option shall have been held by the Participant for the requisite period of time necessary to avoid adverse accounting consequences\nto the Corporation with respect to the Option. Payment for the shares to be issued or transferred pursuant to the Option, and any required\nwithholding taxes, must be received by the Corporation by the time specified by the Committee depending on the type of payment being\nmade, but in all cases prior to the issuance or transfer of such shares.\n\n \n\n(h)\nLimits on Incentive Stock Options. Each Incentive Stock Option shall provide that, if the aggregate Fair Market Value of the Common\nStock on the date of the grant with respect to which Incentive Stock Options are exercisable for the first time by a Participant during\nany calendar year, under the Plan or any other stock option plan of the Corporation or a parent or subsidiary, exceeds $100,000, then\nthe Option, as to the excess, shall be treated as a Nonqualified Stock Option.\n\n \n\n*Section\n8. Stock Awards.*\n\n \n\nThe\nCommittee may issue or transfer shares of Common Stock to an Employee, Non-Employee Director or Key Advisor under a Stock Award, upon\nsuch terms as the Committee deems appropriate. The following provisions are applicable to Stock Awards:\n\n \n\n(a)\nGeneral Requirements. Shares of Common Stock issued or transferred pursuant to Stock Awards may be issued or transferred for consideration\nor for no consideration, and subject to restrictions or no restrictions, as determined by the Committee. Subject to Section 4(b), the\nCommittee may, but shall not be required to, establish conditions under which restrictions on Stock Awards shall lapse over a period\nof time or according to such other criteria as the Committee deems appropriate, including, without limitation, restrictions based on\nthe achievement of specific Performance Goals. The period of time during which the Stock Awards will remain subject to restrictions will\nbe designated in the Award Agreement as the “Restriction Period.”\n\n \n\n(b)\nNumber of Shares. The Committee shall determine the number of shares of Common Stock to be issued or transferred pursuant to a\nStock Award and the restrictions applicable to such shares.\n\n \n\n(c)\nRequirement of Employment or Service. If the Participant ceases to be employed by, or provide service to, the Employer during\na period designated in the Award Agreement as the Restriction Period, or if other specified conditions are not met, the Stock Award shall\nterminate as to all shares covered by the Award as to which the restrictions have not lapsed, and those shares of Common Stock must be\nimmediately returned to the Corporation. The Committee may, however, provide for complete or partial exceptions to this requirement as\nit deems appropriate.\n\n \n\n \n\n \n\n \n\n(d)\nRestrictions on Transfer and Legend on Stock Certificate. During the Restriction Period, a Participant may not sell, assign, transfer,\npledge or otherwise dispose of the shares of a Stock Award except under Section 16 below. Unless otherwise determined by the Committee,\nthe Corporation will retain possession of certificates for shares of Stock Awards until all restrictions on such shares have lapsed.\nEach certificate for a Stock Award, unless held by the Corporation, shall contain a legend giving appropriate notice of the restrictions\nin the Award. The Participant shall be entitled to have the legend removed from the stock certificate covering the shares subject to\nrestrictions when all restrictions on such shares have lapsed. The Committee may determine that the Corporation will not issue certificates\nfor Stock Awards until all restrictions on such shares have lapsed.\n\n \n\n(e)\nRight to Vote and to Receive Dividends. Unless the Committee determines otherwise, during the Restriction Period, the Participant\nshall have the right: (i) to vote shares of Stock Awards and (ii) subject to Section 4(b), to receive any dividends or other distributions\npaid on such shares, subject to any restrictions deemed appropriate by the Committee, including, without limitation, the achievement\nof specific Performance Goals.\n\n \n\n(f)\nLapse of Restrictions. All restrictions imposed on Stock Awards shall lapse upon the expiration of the applicable Restriction\nPeriod and the satisfaction of all conditions, if any, imposed by the Committee. The Committee may determine, as to any or all Stock\nAwards, that the restrictions shall lapse without regard to any Restriction Period.\n\n \n\n*Section\n9. Stock Units.*\n\n \n\nThe\nCommittee may grant Stock Units, each of which shall represent one hypothetical share of Common Stock, to an Employee, Non-Employee Director\nor Key Advisor upon such terms and conditions as the Committee deems appropriate. The following provisions are applicable to Stock Units:\n\n \n\n(a)\nCrediting of Units. Each Stock Unit shall represent the right of the Participant to receive a share of Common Stock or an amount\nof cash based on the value of a share of Common Stock, if and when specified conditions are met. All Stock Units shall be credited to\nbookkeeping accounts established on the Corporation’s records for purposes of the Plan.\n\n \n\n(b)\nTerms of Stock Units. Subject to Section 4(b), the Committee may grant Stock Units that vest and are payable if specified Performance\nGoals or other conditions are met, or under other circumstances. Stock Units may be paid at the end of a specified performance period\nor other period, or payment may be deferred to a date authorized by the Committee. The Committee may accelerate vesting or payment, as\nto any or all Stock Units at any time for any reason, provided such acceleration complies with Section 409A of the Code. The Committee\nshall determine the number of Stock Units to be granted and the requirements applicable to such Stock Units.\n\n \n\n(c)\nRequirement of Employment or Service. If the Participant ceases to be employed by, or provide service to, the Employer prior to\nthe vesting of Stock Units, or if other conditions established by the Committee are not met, the Participant’s Stock Units shall\nbe forfeited. The Committee may, however, provide for complete or partial exceptions to this requirement as it deems appropriate.\n\n \n\n(d)\nPayment With Respect to Stock Units. Payments with respect to Stock Units shall be made in cash, Common Stock or any combination\nof the foregoing, as the Committee shall determine.\n\n \n\n \n\n \n\n \n\n*Section\n10. Stock Appreciation Rights.*\n\n \n\nThe\nCommittee may grant SARs to an Employee, Non-Employee Director or Key Advisor separately or in tandem with any Option. The following\nprovisions are applicable to SARs:\n\n \n\n(a)\nGeneral Requirements. The Committee may grant SARs to an Employee, Non-Employee Director or Key Advisor separately or in tandem\nwith any Option (for all or a portion of the applicable Option). Tandem SARs may be granted either at the time the Option is granted\nor at any time thereafter while the Option remains outstanding; *provided, however*, that, in the case of an Incentive Stock Option,\nSARs may be granted only at the time of the grant of the Incentive Stock Option. The Committee shall establish the base amount of the\nSAR at the time the SAR is granted. The base amount of each SAR shall be equal to or greater than the Fair Market Value of a share of\nCommon Stock as of the date of grant of the SAR. The term of any SAR shall not exceed ten years from the date of grant. Notwithstanding\nthe foregoing, in the event that on the last business day of the term of a SAR, the exercise of the SAR is prohibited by applicable law,\nincluding a prohibition on purchases or sales of Common Stock under the Corporation’s insider trading policy, the term shall be\nextended for a period of 30 days following the end of the legal prohibition, unless the Committee determines otherwise.\n\n \n\n(b)\nTandem SARs. In the case of tandem SARs, the number of SARs granted to a Participant that shall be exercisable during a specified\nperiod shall not exceed the number of shares of Common Stock that the Participant may purchase upon the exercise of the related Option\nduring such period. Upon the exercise of an Option, the SARs relating to the Common Stock covered by such Option shall terminate. Upon\nthe exercise of SARs, the related Option shall terminate to the extent of an equal number of shares of Common Stock.\n\n \n\n(c)\nExercisability. Subject to Section 4(b), a SAR shall be exercisable during the period specified by the Committee in the Award\nAgreement and shall be subject to such vesting and other restrictions as may be specified in the Award Agreement, including the attainment\nof specified Performance Goals. The Committee may accelerate the exercisability of any or all outstanding SARs at any time for any reason.\nSARs may only be exercised while the Participant is employed by, or providing service to, the Employer or during the applicable period\nafter termination of employment or service as specified by the Committee. A tandem SAR shall be exercisable only during the period when\nthe Option to which it is related is also exercisable.\n\n \n\n(d)\nAwards to Non-Exempt Employees. Notwithstanding the foregoing, SARs granted to persons who are non-exempt employees under the\nFair Labor Standards Act of 1938, as amended, may not be exercisable for at least six months after the date of grant (except that such\nSARs may become exercisable, as determined by the Committee, upon the Participant’s death, Disability or retirement, or upon a\nChange in Control or other circumstances permitted by applicable regulations).\n\n \n\n(e)\nValue of SARs. When a Participant exercises SARs, the Participant shall receive in settlement of such SARs an amount equal to\nthe value of the stock appreciation for the number of SARs exercised. The stock appreciation for a SAR is the amount by which the Fair\nMarket Value of the underlying Common Stock on the date of exercise of the SAR exceeds the base amount of the SAR as described in Section\n10(a).\n\n \n\n(f)\nForm of Payment. The appreciation in a SAR shall be paid in shares of Common Stock, cash or any combination of the foregoing,\nas the Committee shall determine. For purposes of calculating the number of shares of Common Stock to be received, shares of Common Stock\nshall be valued at their Fair Market Value on the date of exercise of the SAR.\n\n \n\n*Section\n11. Other Stock-Based Awards.*\n\n \n\nThe\nCommittee may grant Other Stock-Based Awards, which are awards (other than those described in Sections 7, 8, 9 and 10 of the Plan) that\nare based on or measured by Common Stock, to any Employee, Non-Employee Director or Key Advisor, on such terms and conditions as the\nCommittee shall determine. Subject to Section 4(b), Other Stock-Based Awards may be awarded subject to the achievement of Performance\nGoals or other criteria or other conditions and may be payable in cash, Common Stock or any combination of the foregoing, as the Committee\nshall determine.\n\n \n\n*Section\n12. Dividend Equivalents.*\n\n \n\nThe\nCommittee may grant Dividend Equivalents in connection with Stock Units or Other Stock-Based Awards in an applicable Award Agreement\nor at any point following the grant of such Award. Subject to Section 4(c), Dividend Equivalents may be accrued as contingent cash obligations\nand may be payable in cash or shares of Common Stock, and upon such terms and conditions as the Committee shall determine. For the avoidance\nof doubt, dividends or Dividend Equivalents shall not be granted in connection with Options or SARs.\n\n \n\n \n\n \n\n \n\n*Section\n13. Consequences of a Change in Control.*\n\n \n\n(a)\nAssumption of Outstanding Awards. Upon a Change in Control where the Corporation is not the surviving corporation (or survives\nonly as a subsidiary of another corporation), unless the Committee determines otherwise, all outstanding Awards that are not exercised\nor paid at the time of the Change in Control shall be assumed by, or replaced with grants (which may be in respect to cash, securities,\nor a combination thereof) that have comparable terms by, the surviving corporation (or a parent or subsidiary of the surviving corporation).\nAfter a Change in Control, references to the “Corporation” as they relate to employment matters shall include the successor\nemployer in the transaction, subject to applicable law. For purposes of the foregoing, an Award under the Plan shall not be treated as\ncontinued, assumed, or replaced on comparable terms unless it is continued, assumed, or replaced with substantially equivalent terms,\nincluding, without limitation, the same vesting terms.\n\n \n\n(b)\nVesting Upon Certain Terminations of Employment. Unless the Committee determines otherwise or the applicable Award Agreement provides\notherwise, if a Participant’s employment or services terminate by reason of an Involuntary Termination upon or within 12 months\nfollowing a Change in Control, the Participant’s outstanding Awards shall become fully vested as of the date of such termination;\n*provided*that if the vesting of any such Awards is based, in whole or in part, on performance, the applicable Award Agreement\nshall specify how the portion of the Award that becomes vested pursuant to this Section 13(b) shall be calculated.\n\n \n\n(c)\nOther Alternatives. In the event of a Change in Control, if any outstanding Awards are not assumed by, or replaced with grants\nthat have comparable terms by, the surviving corporation (or a parent or subsidiary of the surviving corporation), the Committee may\n(but is not obligated to) make adjustments to the terms and conditions of outstanding Awards, including, without limitation, taking any\nof the following actions (or combination thereof) with respect to any or all outstanding Awards, without the consent of any Participant:\n(i) the Committee may determine that outstanding Options and SARs shall automatically accelerate and become fully exercisable and the\nrestrictions and conditions on outstanding Stock Awards, Stock Units, Other Stock-Based Awards and Dividend Equivalents shall immediately\nlapse; (ii) the Committee may determine that Participants shall receive a payment in settlement of outstanding Stock Units, Other Stock-Based\nAwards or Dividend Equivalents, in such amount and form as may be determined by the Committee; (iii) the Committee may require that Participants\nsurrender their outstanding Options and SARs in exchange for a payment by the Corporation, in cash or Common Stock as determined by the\nCommittee, in an amount equal to the amount, if any, by which the then Fair Market Value of the shares of Common Stock subject to the\nParticipant’s unexercised Options and SARs exceeds the Option Exercise Price or SAR base amount, and (iv) after giving Participants\nan opportunity to exercise all of their outstanding Options and SARs, the Committee may terminate any or all unexercised Options and\nSARs at such time as the Committee deems appropriate. Such surrender, termination or payment shall take place as of the date of the Change\nin Control or such other date as the Committee may specify. Without limiting the foregoing, if the per share Fair Market Value of the\nCommon Stock does not exceed the per share Option Exercise Price or SAR base amount, as applicable, the Corporation shall not be required\nto make any payment to the Participant upon surrender of the Option or SAR.\n\n \n\n*Section\n14. Deferrals.*\n\n \n\nThe\nCommittee may permit or require a Participant to defer receipt of the payment of cash or the delivery of shares that would otherwise\nbe due to such Participant in connection with any Award. If any such deferral election is permitted or required, the Committee shall\nestablish rules and procedures for such deferrals and may provide for interest or other earnings to be paid on such deferrals. The rules\nand procedures for any such deferrals shall be consistent with applicable requirements of Section 409A of the Code.\n\n \n\n*Section\n15. Withholding of Taxes.*\n\n \n\n(a)\nRequired Withholding. All Awards under the Plan shall be subject to applicable United States federal (including FICA), state and\nlocal, foreign country or other tax withholding requirements. The Employer may require that the Participant or other person receiving\nAwards or exercising Awards pay to the Employer an amount sufficient to satisfy such tax withholding requirements with respect to such\nAwards, or the Employer may deduct from other wages and compensation paid by the Employer the amount of any withholding taxes due with\nrespect to such Awards, or the Employer may take such other action as the Committee may deem advisable to enable the Employer to satisfy\nobligations for the payment of withholding taxes and other tax obligations relating to any Award.\n\n \n\n \n\n \n\n \n\n(b)\nShare Withholding. The Committee may permit or require the Employer’s tax withholding obligation with respect to Awards\npaid in Common Stock to be satisfied by having shares withheld up to an amount that does not exceed the Participant’s applicable\nwithholding tax rate for United States federal (including FICA), state and local, foreign country or other tax liabilities. The Committee\nmay, in its discretion, and subject to such rules as the Committee may adopt, allow Participants to elect to have such share withholding\napplied to all or a portion of the tax withholding obligation arising in connection with any particular Award. Unless the Committee determines\notherwise, share withholding for taxes shall not exceed the Participant’s minimum applicable tax withholding amount.\n\n* *\n\n*Section\n16. Transferability of Awards.*\n\n \n\n(a)\nNontransferability of Awards. Except as described in subsection (b) below, only the Participant may exercise rights under an Award\nduring the Participant’s lifetime. A Participant may not transfer those rights except (i) by will or by the laws of descent and\ndistribution or (ii) with respect to Awards other than Incentive Stock Options, pursuant to a domestic relations order. When a Participant\ndies, the personal representative or other person entitled to succeed to the rights of the Participant may exercise such rights. Any\nsuch successor must furnish proof satisfactory to the Corporation of the successor’s right to receive the Award under the Participant’s\nwill or under the applicable laws of descent and distribution.\n\n \n\n(b)\nTransfer of Nonqualified Stock Options and Stock Awards. Notwithstanding the foregoing, the Committee may provide, in an Award\nAgreement or at such other time after the grant of an award, that a Participant may transfer Nonqualified Stock Options or Stock Awards\nto family members, or one or more trusts or other entities for the benefit of or owned by family members, consistent with the applicable\nsecurities laws, according to such terms as the Committee may determine; *provided* that the Participant receives no consideration\nfor the transfer of an Option or Stock Award and the transferred Option or Stock Award shall continue to be subject to the same terms\nand conditions as were applicable to the Option or Stock Award immediately before the transfer.\n\n \n\n*Section\n17. Requirements for Issuance or Transfer of Shares*\n\n \n\nNo\nCommon Stock shall be issued or transferred in connection with any Award hereunder unless and until all legal requirements applicable\nto the issuance or transfer of such Common Stock have been complied with to the satisfaction of the Committee. The Committee shall have\nthe right to condition any Award on the Participant’s undertaking in writing to comply with such restrictions on the Participant’s\nsubsequent disposition of the shares of Common Stock as the Committee shall deem necessary or advisable, and certificates representing\nsuch shares may be legended to reflect any such restrictions. Certificates representing shares of Common Stock issued or transferred\nunder the Plan may be subject to such stop-transfer orders and other restrictions as the Committee deems appropriate to comply with applicable\nlaws, regulations and interpretations, including any requirement that a legend be placed thereon.\n\n \n\n*Section\n18. Amendment and Termination of the Plan.*\n\n \n\n(a)\nAmendment. The Board may amend or terminate the Plan at any time; *provided, however*, that the Board shall not amend the\nPlan without stockholder approval if such approval is required in order to comply with the Code or other applicable law, or to comply\nwith applicable stock exchange requirements.\n\n \n\n(b)\nNo Repricing of Options or SARs. Except in connection with a corporate transaction involving the Corporation (including, without\nlimitation, any stock dividend, distribution (whether in the form of cash, Common Stock, other securities or property), stock split,\nextraordinary cash dividend, recapitalization, change in control, reorganization, merger, consolidation, split-up, spin-off, combination,\nrepurchase or exchange of shares of Common Stock or other securities, or similar transactions), the Corporation may not, without obtaining\nstockholder approval, (i) amend the terms of outstanding Options or SARs to reduce the Exercise Price of such outstanding Options or\nbase price of such SARs, (ii) cancel outstanding Options or SARs in exchange for Options or SARs with an Exercise Price or base price,\nas applicable, that is less than the Exercise Price or base price of the original Options or SARs or (iii) cancel outstanding Options\nor SARs with an Exercise Price or base price, as applicable, above the current stock price in exchange for cash or other securities.\n\n \n\n \n\n \n\n \n\n(c)\nTermination of Plan. The Plan shall terminate on the day immediately preceding the tenth anniversary of its Effective Date, unless\nthe Plan is terminated earlier by the Board or is extended by the Board with the approval of the stockholders.\n\n \n\n(d)\nTermination and Amendment of Outstanding Awards. A termination or amendment of the Plan that occurs after an Award is made shall\nnot materially impair the rights of a Participant with respect to such Award unless the Participant consents or unless the Committee\nacts under Section 19(f) below. The termination of the Plan shall not impair the power and authority of the Committee with respect to\nan outstanding Award. Whether or not the Plan has terminated, an outstanding Award may be terminated or amended under Section 19(f) below\nor may be amended by agreement of the Corporation and the Participant consistent with the Plan.\n\n* *\n\n*Section\n19. Miscellaneous.*\n\n \n\n(a)\nAwards in Connection with Corporate Transactions and Otherwise. Nothing contained in the Plan shall be construed to (i) limit\nthe right of the Committee to make Awards under the Plan in connection with the acquisition, by purchase, lease, merger, consolidation\nor otherwise, of the business or assets of any corporation, firm or association, including Awards to employees thereof who become Employees,\nor (ii) limit the right of the Corporation to grant stock options or make other awards outside of the Plan. The Committee may make an\nAward to an employee of another corporation who becomes an Employee by reason of a corporate merger, consolidation, acquisition of stock\nor property, reorganization or liquidation involving the Corporation, in substitution for a stock option or stock awards grant made by\nsuch corporation. Notwithstanding anything in the Plan to the contrary, the Committee may establish such terms and conditions of the\nnew Awards as it deems appropriate, including setting the Exercise Price of Options or the base price of SARs at a price necessary to\nretain for the Participant the same economic value as the prior options or rights.\n\n \n\n(b)\nGoverning Document. The Plan shall be the controlling document. No other statements, representations, explanatory materials or\nexamples, oral or written, may amend the Plan in any manner. The Plan shall be binding upon and enforceable against the Corporation and\nits successors and assigns.\n\n \n\n(c)\nFunding of the Plan. The Plan shall be unfunded. The Corporation shall not be required to establish any special or separate fund\nor to make any other segregation of assets to assure the payment of any Awards under the Plan.\n\n \n\n(d)\nRights of Participants. Nothing in the Plan shall entitle any Employee, Non-Employee Director, Key Advisor or other person to\nany claim or right to receive an Award under the Plan. Neither the Plan nor any action taken hereunder shall be construed as giving any\nindividual any rights to be retained by or in the employ of the Employer or any other employment rights.\n\n \n\n(e)\nNo Fractional Shares. No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan or any Award. Except\nas otherwise provided under the Plan, the Committee shall determine whether cash, other awards or other property shall be issued or paid\nin lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.\n\n \n\n(f)\nCompliance with Law.\n\n \n\n(i)\nThe Plan, the exercise of Options and SARs and the obligations of the Corporation to issue or transfer shares of Common Stock under Awards\nshall be subject to all applicable laws and regulations, and to approvals by any governmental or regulatory agency as may be required.\nWith respect to persons subject to Section 16 of the Exchange Act, it is the intent of the Corporation that the Plan and all transactions\nunder the Plan comply with all applicable provisions of Rule 16b-3 or its successors under the Exchange Act. In addition, it is the intent\nof the Corporation that Incentive Stock Options comply with the applicable provisions of Section 422 of the Code, and that, to the extent\napplicable, Awards comply with the requirements of Section 409A of the Code. To the extent that any legal requirement of Section 16 of\nthe Exchange Act or Section 422 or 409A of the Code as set forth in the Plan ceases to be required under Section 16 of the Exchange Act\nor Section 422 or 409A of the Code, that Plan provision shall cease to apply. The Committee may revoke any Award if it is contrary to\nlaw or modify an Award to bring it into compliance with any valid and mandatory government regulation. The Committee may also adopt rules\nregarding the withholding of taxes on payments to Participants. The Committee may, in its sole discretion, agree to limit its authority\nunder this Section.\n\n \n\n \n\n \n\n \n\n(ii)\nThe Plan is intended to comply with the requirements of Section 409A of the Code, to the extent applicable. Each Award shall be construed\nand administered such that the Award either (A) qualifies for an exemption from the requirements of Section 409A of the Code or (B) satisfies\nthe requirements of Section 409A of the Code. If an Award is subject to Section 409A of the Code, (I) distributions shall only be made\nin a manner and upon an event permitted under Section 409A of the Code, (II) payments to be made upon a termination of employment or\nservice shall only be made upon a “separation from service” under Section 409A of the Code, (III) unless the Award specifies\notherwise, each installment payment shall be treated as a separate payment for purposes of Section 409A of the Code, and (IV) in no event\nshall a Participant, directly or indirectly, designate the calendar year in which a distribution is made except in accordance with Section\n409A of the Code.\n\n \n\n(iii)\nAny Award that is subject to Section 409A of the Code and that is to be distributed to a Key Employee (as defined below) upon separation\nfrom service shall be administered so that any distribution with respect to such Award shall be postponed for six months following the\ndate of the Participant’s separation from service, if required by Section 409A of the Code. If a distribution is delayed pursuant\nto Section 409A of the Code, the distribution shall be paid within 15 days after the end of the six-month period. If the Participant\ndies during such six-month period, any postponed amounts shall be paid within 90 days of the Participant’s death. The determination\nand identification of “**Key Employees**”, including the number and identity of persons considered Key Employees\nand the identification date, shall be made by the Committee or its delegate each year in accordance with Section 416(i) of the Code and\nthe “specified employee” requirements of Section 409A of the Code.\n\n \n\n(iv)\nNotwithstanding anything in the Plan or any Award agreement to the contrary, each Participant shall be solely responsible for the tax\nconsequences of Awards under the Plan, and in no event shall the Corporation or any Subsidiary or Affiliate of the Corporation have any\nresponsibility or liability if an Award does not meet any applicable requirements of Section 409A of the Code. Although the Corporation\nintends to administer the Plan to prevent taxation under Section 409A of the Code, the Corporation does not represent or warrant that\nthe Plan or any Award complies with any provision of federal, state, local or other tax law.\n\n \n\n(g)\nAwards in Foreign Countries; Establishment of Subplans. The Committee has the authority to award Awards to Participants who are\nforeign nationals or employed outside the United States on any different terms and conditions than those specified in the Plan that the\nCommittee, in its discretion, believes to be necessary or desirable to accommodate differences in applicable law, tax policy, or custom,\nwhile furthering the purposes of the Plan. The Board may from time to time establish one or more sub-plans under the Plan for purposes\nof satisfying applicable blue sky, securities or tax laws of various jurisdictions. The Board shall establish such sub-plans by adopting\nsupplements to the Plan setting forth (i) such limitations on the Committee’s discretion under the Plan as the Board deems necessary\nor desirable and (ii) such additional terms and conditions not otherwise inconsistent with the Plan as the Board shall deem necessary\nor desirable. All supplements adopted by the Board shall be deemed to be part of the Plan, but each supplement shall apply only to Participants\nwithin the affected jurisdiction and the Employer shall not be required to provide copies of any supplement to Participants in any jurisdiction\nthat is not affected. Notwithstanding the foregoing, the Committee may not approve any sub-plan inconsistent with the terms or share\nlimits in the Plan or which would otherwise cause the Plan to cease to satisfy any conditions under Rule 16b-3 under the Exchange Act.\n\n \n\n(h)\nCompany Policies and Clawback Rights.\n\n \n\n(i)\nAll Awards under the Plan shall be subject to any applicable clawback or recoupment policies, share trading policies and other policies\nthat may be approved or implemented by the Board or the Committee from time to time, whether or not approved before or after the Effective\nDate. The Corporation may offset any payments due under this Plan or in connection with an Award to a Participant by any required repayments\nthat such Participant under any applicable clawback or recoupment policy; *provided* than any application of a clawback policy or\noffset in respect thereof will be applied consistent with Section 409A (as defined below).\n\n \n\n(ii)\nSubject to the requirements of applicable law, the Committee may provide in any Award Agreement that, if a Participant breaches any restrictive\ncovenant obligation or agreement between the Participant and the Employer (which may be set forth in any Award Agreement) or otherwise\nengages in activities that constitute Misconduct either while employed by, or providing service to, the Employer or within a specified\nperiod of time thereafter, all Awards held by the Participant shall terminate, and the Corporation may rescind any exercise of an Option\nor SAR and the vesting of any other Award and delivery of shares upon such exercise or vesting (including pursuant to dividends and Dividend\nEquivalents), as applicable on such terms as the Committee shall determine, including the right to require that in the event of any such\nrescission, (A) the Participant shall return to the Corporation the shares received upon the exercise of any Option or SAR and/or the\nvesting and payment of any other Award (including pursuant to dividends and Dividend Equivalents) or, (B) if the Participant no longer\nowns the shares, the Participant shall pay to the Corporation the amount of any gain realized or payment received as a result of any\nsale or other disposition of the shares (or, in the event the Participant transfers the shares by gift or otherwise without consideration,\nthe Fair Market Value of the shares on the date of the breach of the restrictive covenant agreement (including a Participant’s\nAward Agreement containing restrictive covenants) or activity constituting Misconduct), net of the price originally paid by the Participant\nfor the shares. Payment by the Participant shall be made in such manner and on such terms and conditions as may be required by the Committee.\nThe Employer shall be entitled to set off against the amount of any such payment any amounts otherwise owed to the Participant by the\nEmployer.\n\n \n\n(i)\nGoverning Law; Jurisdiction. The validity, construction, interpretation and effect of the Plan and Award Agreements issued under\nthe Plan shall be governed and construed by and determined in accordance with the laws of the State of Delaware, without giving effect\nto the conflict of laws provisions thereof. Any action arising out of, or relating to, any of the provisions of the Plan and Awards made\nhereunder shall be brought only in the United States District Court for the District of Delaware, or if such court does not have jurisdiction\nor will not accept jurisdiction, in any court of general jurisdiction in the State of Delaware, and the jurisdiction of such court in\nany such proceeding shall be exclusive.\n\n \n\n \n\n \n\n \n\nAppendix\nB\n\n \n\nArticle\nVII.C of the Company’s\n\nRestated\nCertificate of Incorporation\n\n \n\nNominations\nfor the election of directors may be made by the board of directors or by any record owner of capital stock of the Corporation entitled\nto vote in the election of directors. However, a stockholder may nominate one or more persons for election as a director at a meeting,\nonly if written notice of such stockholder’s intent to make such nomination or nominations has been given, either by personal delivery\nor by United States mail, postage prepaid, to the Secretary of the Corporation not later than: (i) with respect to an election to be\nheld at an annual meeting of stockholders, one hundred twenty (120) days in advance of such meeting; and (ii) with respect to an election\nto be held at a special meeting of stockholders for the election of directors, the close of business on the seventh day following the\nearlier of: (1) the date on which notice of such meeting is first given to stockholders; and (2) the date on which a public announcement\nof such meeting is first made. Each notice shall include: (i) the name and address of each stockholder of record who intends to appear\nin person or by proxy to make the nomination and of the person or persons to be nominated; (ii) a description of all arrangements or\nunderstandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which\nthe nomination or nominations are made by the stockholder; (iii) such other information regarding each nominee proposed by such stockholder\nas would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission;\nand (iv) the consent of each nominee to serve as a director of the Corporation if so elected. The chairman of the meeting may refuse\nto acknowledge the nomination of any person not made in compliance with the foregoing procedure."}