Abeona Therapeutics Announces Pricing of Public Offering of Common Stock New York, NY, and Cleveland, OH

Abeona Therapeutics Announces

Pricing of Public Offering of Common Stock

New York, NY, and Cleveland, OH

- October 27, 2016 - Abeona Therapeutics Inc. (NASDAQ: ABEO), a clinical stage biopharmaceutical company focused on

developing therapies for life-threatening rare genetic diseases, announced the pricing of

an underwritten public offering of 6,000,000 shares of common stock at a public offering price of $7.00 per share. The gross offering

size for this offering is expected to be approximately $42,000,000 million, before deducting the underwriting discounts and commissions

and estimated offering expenses payable by the Company. The Company has granted to the underwriters participating in the offering

a 30-day option to purchase up to an additional 900,000 shares of common stock. The offering is expected to close on or about November

1, 2016, subject to customary closing conditions.

Company currently intends to use the net proceeds of this offering for working capital and general corporate purposes, including,

without limitation, development of the Company's product candidates and general and administrative expenses.

LLC is acting as the sole book-running manager for the offering. Cantor Fitzgerald & Co. is acting as lead manager and FBR

Capital Markets & Co., H.C. Wainwright & Co., JonesTrading Institutional Services LLC and Maxim Group LLC are acting as

co-managers for the offering.

securities described above are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-205128) that

was filed with the Securities and Exchange Commission (the "SEC") on June 22, 2015 and that was declared effective

by the SEC on July 23, 2015. The offering will be made only by means of the written prospectus and prospectus supplement that form

a part of the registration statement. A final prospectus supplement and accompanying prospectus relating to the offering will be

filed with the SEC and will be available on the SEC's website at www.sec.gov. Copies of the final prospectus supplement and

the accompanying prospectus, when available, may also be obtained by request at Jefferies LLC, Attention: Equity Syndicate Prospectus

Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, telephone: (877) 821-7388, e-mail: Prospectus_Department@Jefferies.com.

securities described above have not been qualified under any state blue sky laws. This press release does not constitute an offer

to sell or the solicitation of offers to buy any securities of Abeona being offered, and shall not constitute an offer, solicitation

or sale of any security in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration

or qualification under the securities laws of any such state or jurisdiction.

About Abeona: Abeona

Therapeutics Inc. is a clinical stage biopharmaceutical company developing gene and plasma-based therapies for life-threatening

rare genetic diseases. Abeona's lead programs are ABO-102 (AAV-SGSH) and ABO-101 (AAV-NAGLU), adeno-associated virus (AAV) based

gene therapies for Sanfilippo syndrome (MPS IIIA and IIIB, respectively). Abeona is also developing EB-101 (gene-corrected skin

grafts) for recessive dystrophic epidermolysis bullosa (RDEB), EB-201 for epidermolysis bullosa (EB), ABO-201

(AAV-CLN3) gene therapy for juvenile Batten disease (JNCL), ABO-202 (AAV-CLN1) gene therapy for treatment of infantile Batten disease

(INCL), and ABO-301 (AAV-FANCC) for Fanconi anemia (FA) disorder and ABO-302 using a novel CRISPR/Cas9-based gene editing

approach to gene therapy for rare blood diseases. In addition, Abeona has a plasma-based

protein therapy pipeline, including SDF Alpha (alpha-1 protease inhibitor) for inherited COPD, using its proprietary SDF

(Salt Diafiltration) ethanol-free process.

This press release contains certain

statements that are forward-looking within the meaning of Section 27a of the Securities Act of 1933, as amended, and that involve

risks and uncertainties. These statements include, without limitation, our anticipated offering, anticipated use of proceeds and

plans and prospects for Abeona and other statements including the words "may," will," "anticipate,"

"believe," "estimate," expect," "intend," and similar expressions (as well as other words

or expressions referencing future events, conditions or circumstances) constitute and intended to identify forward-looking statements.

Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors,

including: the uncertainties related to market conditions and the completion of the public offering on the anticipated terms, or

at all, and such other risk factors as are set forth in the Company's Annual Reports on Form 10-K and other reports filed by the

Company with the Securities and Exchange Commission. The Company undertakes no obligations to make any revisions to the forward-looking

statements contained in this release or to update them to reflect events or circumstances occurring after the date of this release,

whether as a result of new information, future developments or otherwise.

Christine Silverstein

Vice President, Investor Relations

Abeona Therapeutics Inc.

Vice President, Communications & Operations

Abeona Therapeutics Inc.