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Longeveron Announces Closing of $5.2 Million Public Offering

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Longeveron Inc. (LGVN) closes public offering, raising $5.2 million for clinical and regulatory development of Lomecel-B™. Board members and insiders participate in the offering. The Company also amends existing warrants to lower exercise price and extend expiration dates.
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The recent public offering by Longeveron Inc. represents a strategic move to bolster its financial position and support its clinical development programs. The offering's gross proceeds of approximately $5.2 million, before expenses, provide a capital infusion that can be pivotal for the company's operations. However, it's essential to note that the pricing of the shares and warrants at $2.35 is a critical factor for current and potential investors. This price point might reflect market sentiment about the company's valuation and future prospects.

Moreover, the participation of board members and insiders to the tune of $700,000 sends a positive signal about their confidence in the company's direction. This insider buying could be interpreted as an endorsement of the company's strategy and potential for success in its clinical trials. Nonetheless, investors should consider the dilutive effect of the additional shares on the market, which can impact the stock's price and existing shareholders' value.

Adjusting the exercise price of existing warrants from $16.50 to $2.35 is a significant alteration. This amendment potentially makes it more attractive for warrant holders to exercise their options, injecting more capital into Longeveron but also potentially leading to further dilution. The impact of these changes on Longeveron's stock will be closely watched by investors, as it may influence the company's ability to attract future capital and its overall market stability.

Longeveron's focus on developing cellular therapies for conditions like hypoplastic left heart syndrome and Alzheimer's disease places it within a highly specialized and competitive segment of the biotechnology market. The success of its lead product candidate, Lomecel-B™, is important for the company's future. The allocation of the net proceeds from the public offering towards clinical and regulatory development indicates a commitment to advancing its pipeline.

Investors should be aware of the inherent risks and long timelines associated with biotech clinical trials. The outcomes are uncertain and can significantly affect the company's financial health and stock performance. It is also important to consider the broader market context, including regulatory hurdles, market saturation and the competitive landscape when evaluating Longeveron's potential for growth.

Given the early stage of Longeveron's product development, the successful use of the capital raised to navigate through clinical trials and regulatory processes is essential. The company's ability to achieve milestones and obtain necessary approvals will be a key driver of its valuation and investor confidence. Market analysts will be monitoring Longeveron's progress closely, as it could set a precedent for investment in similar early-stage biotech companies.

Longeveron's adherence to SEC regulations in conducting its public offering is an important aspect of the transaction. The offering's reliance on a previously filed and effective registration statement on Form S-1 ensures compliance with federal securities laws. The availability of the final prospectus on the SEC's website provides transparency and allows investors to make informed decisions.

For investors, the compliance with regulatory requirements is reassuring, as it reduces the risk of legal complications that could adversely affect the investment. However, it's essential for investors to review the prospectus and understand the risks associated with the securities being offered, including the potential for dilution and the amended terms of the existing warrants.

The adjustment of the exercise price and the extension of the expiration dates for the existing warrants could have implications for the company's short-term liquidity and long-term financial strategy. Compliance experts will likely scrutinize these amendments to ensure they align with shareholder interests and regulatory standards.

MIAMI, April 11, 2024 (GLOBE NEWSWIRE) -- Longeveron Inc. (NASDAQ: LGVN) (“Longeveron” or the “Company”), a clinical stage biotechnology company developing cellular therapies for life-threatening and chronic aging-related conditions such as hypoplastic left heart syndrome (HLHS), Alzheimer’s disease and Aging-related Frailty, today announced the closing of its previously announced public offering of up to 2,234,043 shares of the Company’s Class A common stock (or pre-funded warrants in lieu thereof) and warrants to purchase up to 2,234,043 shares of Class A common stock at a combined offering price of $2.35 per share (or per pre-funded warrant in lieu thereof) and associated warrant. The warrants have an exercise price of $2.35 per share and are immediately exercisable upon issuance for a period of five years following the date of issuance.

H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.

The gross proceeds to the Company from the offering were approximately $5.2 million, before deducting the placement agent’s fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the offering for its ongoing clinical and regulatory development of Lomecel-B™ for the treatment of several disease states and indications, including HLHS and Alzheimer’s disease, obtaining regulatory approvals, capital expenditures, working capital and other general corporate purposes.

Certain board members and insiders of the Company participated in the offering in an aggregate amount of approximately $700,000, at the same terms and conditions.

The securities described above were offered pursuant to a registration statement on Form S-1 (File No. 333-278073) originally filed with the Securities and Exchange Commission (“SEC”) on March 19, 2024, as amended, and became effective on April 8, 2024. The offering was made only by means of a prospectus, which forms a part of the effective registration statement. Electronic copies of the final prospectus may be obtained for free on the SEC's website located at http://www.sec.gov and may also be obtained by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.

The Company also amended two existing warrants previously issued in October 2023, each exercisable for up to 242,425 shares of Company Class A common stock. As amended, the exercise price of the two warrants was reduced from $16.50 per share to $2.35 per share, and the expiration dates were revised from April 13, 2029 and April 14, 2025 to five and one-half years and eighteen months following the closing of the offering, respectively, in each case, for $0.125 per amended warrant.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Longeveron Inc.

Longeveron is a clinical stage biotechnology company developing regenerative medicines to address unmet medical needs. The Company’s lead investigational product is Lomecel-B™, an allogeneic medicinal signaling cell (MSC) therapy product isolated from the bone marrow of young, healthy adult donors. Lomecel-B™ has multiple potential mechanisms of action encompassing pro-vascular, pro-regenerative, anti-inflammatory, and tissue repair and healing effects with broad potential applications across a spectrum of disease areas. Longeveron is currently pursuing three pipeline indications: hypoplastic left heart syndrome (HLHS), Alzheimer’s disease, and Aging-related Frailty. Additional information about the Company is available at www.longeveron.com.

Forward-Looking Statements:

Certain statements in this letter that are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, which reflect management’s current expectations, assumptions, and estimates of future operations, performance and economic conditions, and involve risks and uncertainties that could cause actual results to differ materially from those anticipated by the statements made herein. Forward-looking statements are generally identifiable by the use of forward-looking terminology such as “believe,” “expects,” “may,” “looks to,” “will,” “should,” “plan,” “intend,” “on condition,” “target,” “see,” “potential,” “estimates,” “preliminary,” or “anticipates” or the negative thereof or comparable terminology, or by discussion of strategy or goals or other future events, circumstances, or effects and include, but are not limited to, statements regarding the anticipated use of proceeds from the offering. Factors that could cause actual results to differ materially from those expressed or implied in any forward-looking statements in this release include, but are not limited to, market and other conditions, our limited operating history and lack of products approved for commercial sale; adverse global conditions, including macroeconomic uncertainty; inability to raise additional capital necessary to continue as a going concern; our history of losses and inability to achieve profitability going forward; the absence of FDA-approved allogenic, cell-based therapies for Aging-related Frailty, AD, or other aging-related conditions, or for HLHS or other cardiac-related indications; ethical and other concerns surrounding the use of stem cell therapy or human tissue; our exposure to product liability claims arising from the use of our product candidates or future products in individuals, for which we may not be able to obtain adequate product liability insurance; the adequacy of our trade secret and patent position to protect our product candidates and their uses: others could compete against us more directly, which could harm our business and have a material adverse effect on our business, financial condition, and results of operations; if certain license agreements are terminated, our ability to continue clinical trials and commercially market products could be adversely affected; the inability to protect the confidentiality of our proprietary information, trade secrets, and know-how; third-party claims of intellectual property infringement may prevent or delay our product development efforts; intellectual property rights do not necessarily address all potential threats to our competitive advantage; the inability to successfully develop and commercialize our product candidates and obtain the necessary regulatory approvals; we cannot market and sell our product candidates in the U.S. or in other countries if we fail to obtain the necessary regulatory approvals; final marketing approval of our product candidates by the FDA or other regulatory authorities for commercial use may be delayed, limited, or denied, any of which could adversely affect our ability to generate operating revenues; we may not be able to secure and maintain research institutions to conduct our clinical trials; ongoing healthcare legislative and regulatory reform measures may have a material adverse effect on our business and results of operations; if we receive regulatory approval of Lomecel-B™ or any of our other product candidates, we will be subject to ongoing regulatory requirements and continued regulatory review, which may result in significant additional expense; being subject to penalties if we fail to comply with regulatory requirements or experience unanticipated problems with our therapeutic candidates; reliance on third parties to conduct certain aspects of our preclinical studies and clinical trials; interim, “topline” and preliminary data from our clinical trials that we announce or publish from time to time may change as more data become available and are subject to audit and verification procedures that could result in material changes in the final data; the volatility of price of our Class A common stock; we could lose our listing on the Nasdaq Capital Market; provisions in our certificate of incorporation and bylaws and Delaware law might discourage, delay or prevent a change in control of our company or changes in our management and, therefore, depress the market price of our Class A common stock; we have never commercialized a product candidate before and may lack the necessary expertise, personnel and resources to successfully commercialize any products on our own or together with suitable collaborators; and in order to successfully implement our plans and strategies, we will need to grow our organization, and we may experience difficulties in managing this growth. Further information relating to factors that may impact the Company’s results and forward-looking statements are disclosed in the Company’s filings with the Securities and Exchange Commission, including Longeveron’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on February 27, 2024, as amended by the Annual Report on Form 10-K/A filed March 11, 2024, its Quarterly Reports on Form 10-Q, and its Current Reports on Form 8-K. The forward-looking statements contained in this letter are made as of the date of this press release, and the Company disclaims any intention or obligation, other than imposed by law, to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Investor Contact:
Derek Cole
Investor Relations Advisory Solutions
derek.cole@iradvisory.com 

 


FAQ

How much did Longeveron Inc. (LGVN) raise in the public offering?

Longeveron Inc. (LGVN) raised approximately $5.2 million in the public offering.

What will Longeveron Inc. (LGVN) use the net proceeds from the offering for?

Longeveron Inc. (LGVN) intends to use the net proceeds from the offering for its ongoing clinical and regulatory development of Lomecel-B™ for the treatment of several disease states and indications, including HLHS and Alzheimer’s disease, obtaining regulatory approvals, capital expenditures, working capital, and other general corporate purposes.

Who acted as the exclusive placement agent for the offering by Longeveron Inc. (LGVN)?

H.C. Wainwright & Co. acted as the exclusive placement agent for the offering by Longeveron Inc. (LGVN).

What amendments were made to the existing warrants by Longeveron Inc. (LGVN)?

Longeveron Inc. (LGVN) amended two existing warrants by reducing the exercise price from $16.50 per share to $2.35 per share and extending the expiration dates to five and one-half years and eighteen months following the closing of the offering, respectively, for $0.125 per amended warrant.

Longeveron Inc.

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About LGVN

longeveron llc is a leading global regenerative medicine company developing innovative cellular therapeutics for chronic life-threatening diseases. our lead investigational product candidate (lmsc) is based on a specialized cell known as a mesenchymal stem cell that is derived from the bone marrow of healthy young adult donors. our allogeneic, ‘off-the-shelf’ product is under investigation for chronic conditions of the elderly, and other life- threatening diseases, for which no approved therapeutics currently exist: • aging frailty syndrome • alzheimer’s disease • hypoplastic left heart syndrome • the metabolic syndrome