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

Abeona Therapeutics Announces

Public Offering of Common Stock

New York, NY, and Cleveland, OH

- October 26, 2016 - Abeona Therapeutics Inc. (NASDAQ: ABEO), a clinical stage biopharmaceutical company focused on

developing therapies for life-threatening rare genetic diseases, today announced that it

intends to offer and sell shares of its common stock in an underwritten public offering pursuant to an existing shelf registration

statement. All of the shares in the offering are to be sold by Abeona. The offering is subject to market conditions, and there

can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

LLC is acting as the sole book-running manager for the offering. Abeona intends to grant the underwriters a 30-day option to purchase

additional shares of its common stock in an amount up to 15% of the shares sold in the offering, on the same terms and conditions.

intends to use the net proceeds of the offering for working capital and general corporate purposes, including, without limitation,

development of our product candidates and general and administrative expenses.

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. Copies of the preliminary prospectus supplement and the accompanying prospectus supplement

that form a part of the registration statement. Copies of the preliminary prospectus supplement and the accompanying prospectus

has been filed with the SEC and is available on the SEC's website at www.sec.gov. Copies of the preliminary prospectus

supplement and the accompanying prospectus may also be obtained by request at Jefferies, Attention Equity Syndicate Prospectus

Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, via telephone at (877) 821-7388, or email at: 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. For more information, visit www.abeonatherapeutics.com.

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.