Abeona Therapeutics Inc. filed a Form 8-K on November 9, 2026, disclosing that on November 6, 2026, the company entered into an Asset Purchase Agreement with Ellodi Pharmaceuticals, L.P. to acquire substantially all assets related to the clinical-stage EoE candidate APT-1011, and separately closed a $30 million private placement of common stock and pre-funded warrants.

Key Highlights

  • Asset acquisition: Abeona acquired substantially all assets related to APT-1011, a clinical-stage orally disintegrating tablet containing fluticasone propionate for the treatment of eosinophilic esophagitis (EoE), from Ellodi Pharmaceuticals, L.P. on November 6, 2026.
  • Upfront consideration: Abeona issued 4,494,383 shares of common stock, valued at $20 million based on the 20-trading-day volume weighted average price ending the day before closing; no upfront cash was paid.
  • Milestone and royalty obligations: The company is obligated to pay Ellodi $30 million upon FDA approval of a New Drug Application for APT-1011, up to $30 million upon achievement of certain sales milestones, and royalties with percentage tiers ranging from low to mid teen percentages.
  • Lock-up structure: The 4,494,383 upfront shares are subject to a staggered lock-up, with one-third released at each of the 6-month, 12-month, and 18-month anniversaries of closing; 337,079 shares are not subject to any lock-up but remain subject to securities laws.
  • Private placement: On November 6, 2026, Abeona entered into a Securities Purchase Agreement for approximately $30 million, covering 6,400,000 shares of common stock and pre-funded warrants to purchase 1,600,043 shares at an exercise price of $0.0001 per share, with closing expected November 10, 2026.
  • Use of proceeds: According to the filing, the company intends to use net proceeds from the private placement for general corporate purposes, including pipeline development and commercialization support for ZEVASKYN.
  • Placement agent: Morgan Stanley & Co. LLC served as placement agent for the private placement.

Abeona Therapeutics Expands Pipeline with APT-1011 Asset Purchase and $30 Million Private Placement

According to the Form 8-K filed with the SEC, Abeona Therapeutics Inc. (NASDAQ:ABEO), based in Cleveland, Ohio, entered into an Asset Purchase Agreement with Ellodi Pharmaceuticals, L.P. on November 6, 2026. Under the agreement, Abeona acquired substantially all assets related to APT-1011, described in the filing as "an orally disintegrating tablet formulation containing fluticasone propionate as its active pharmaceutical ingredient" that is designed to treat eosinophilic esophagitis, a chronic, progressive inflammatory disease. The filing noted APT-1011 "has been evaluated in a Phase 3 clinical trial in healthy volunteers."

The filing disclosed that Abeona issued 4,494,383 shares of common stock as the upfront consideration, representing $20 million in value with no upfront cash payment to Ellodi. Future obligations include a $30 million payment upon FDA approval of a New Drug Application for APT-1011 and up to $30 million upon achievement of certain sales milestones, along with royalties on net sales. The royalties expire on a country-by-country basis based on the later of patent expiration, regulatory exclusivity expiration, or the seventh anniversary of the first commercial sale in that country. The upfront shares were issued under the exemption provided by Section 4(a)(2) of the Securities Act and are subject to a staggered lock-up schedule. The company also entered into a Registration Rights Agreement with Ellodi, granting customary demand registration rights, as disclosed in the filing.

Separately, also on November 6, 2026, Abeona entered into a Securities Purchase Agreement for a private placement of approximately $30 million. The offering comprised 6,400,000 shares of common stock and pre-funded warrants covering 1,600,043 shares at an exercise price of $0.0001 per share. The filing stated the private placement closing was expected on November 10, 2026. The pre-funded warrants include an ownership cap of 9.99%, which the holder may increase to 19.99% upon 61 days' prior notice. The filing stated that the company "determined that the Transaction does not constitute the acquisition of a business as defined in Rule 11-01(d) of Regulation S-X."

What Was Disclosed

Abeona Therapeutics disclosed an asset acquisition of the EoE candidate APT-1011 from Ellodi for $20 million in stock plus future milestones and royalties, alongside a concurrent $30 million private placement of shares and pre-funded warrants, all occurring on November 6, 2026.