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Longeveron Announces Closing of Private Placement of up to $30 Million

Rhea-AI Impact
(Neutral)
Rhea-AI Sentiment
(Positive)
Tags
private placement

Longeveron (NASDAQ: LGVN) closed an initial tranche of a private placement on March 11, 2026, raising approximately $15 million upfront, with eligibility for an additional ~$15 million tied to milestone conditions from its Phase 2b ELPIS II HLHS trial. The financing was priced at-the-market under Nasdaq rules and led by Coastlands Capital with participation from Janus Henderson and other healthcare funds. The company issued 6,013,384 Class A shares at $0.52 and Series A non-voting convertible preferred shares convertible into 22,832,770 Class A shares at $0.52. Net proceeds are expected to extend the cash runway into 4Q26, past the anticipated 3Q26 topline readout, and the company sold investors rights to 50% of net proceeds from any future Rare Pediatric Disease Priority Review Voucher receipt for its laromestrocel HLHS program.

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AI-generated analysis. Not financial advice.

Positive

  • Initial gross proceeds of approximately $15 million
  • Cash runway extended into 4Q26 past 3Q26 topline readout
  • Eligible for up to an additional approximately $15 million upon milestones

Negative

  • Issued 6,013,384 Class A shares at $0.52 increasing share count
  • Preferred shares convertible into 22,832,770 Class A shares (dilution risk)
  • Sold investors rights to 50% of net Rare Pediatric Disease PRV proceeds

News Market Reaction – LGVN

-0.43%
28 alerts
-0.43% News Effect
+19.0% Peak Tracked
-9.7% Trough Tracked
-$87K Valuation Impact
$20.05M Market Cap
0.4x Rel. Volume

On the day this news was published, LGVN declined 0.43%, reflecting a mild negative market reaction. Argus tracked a peak move of +19.0% during that session. Argus tracked a trough of -9.7% from its starting point during tracking. Our momentum scanner triggered 28 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $87K from the company's valuation, bringing the market cap to $20.05M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Total placement size: $30 million Initial tranche: $15 million Potential second tranche: $15 million +5 more
8 metrics
Total placement size $30 million Maximum gross proceeds across both tranches
Initial tranche $15 million Gross proceeds at initial closing
Potential second tranche $15 million Milestone- and share price–driven additional financing
Common shares issued 6,013,384 shares Class A common stock in initial closing
Common share price $0.52 per share Purchase and conversion price for this financing
Pref. share conversion pool 22,832,770 shares Class A common stock underlying Preferred Shares
Preferred share price $1,000 per Preferred Share Issue price for Series A Non-Voting Convertible Preferred
PRV proceeds share 50% interest Investor share of net proceeds from potential future PRV sale

Market Reality Check

Price: $0.7501 Vol: Volume 248,450,035 is 19....
high vol
$0.7501 Last Close
Volume Volume 248,450,035 is 19.16x the 20-day average, indicating unusually heavy trading ahead of this closing announcement. high
Technical Price $0.891 is trading slightly above the $0.87 200-day MA, reflecting a move off recent lows.

Peers on Argus

LGVN was up 68.27% while momentum peers PULM, BLRX, and NBY showed median moves ...
3 Down

LGVN was up 68.27% while momentum peers PULM, BLRX, and NBY showed median moves around -3.6%, indicating LGVN’s action was stock-specific despite broader biotech weakness.

Previous Private placement Reports

1 past event · Latest: Mar 10 (Positive)
Same Type Pattern 1 events
Date Event Sentiment Move Catalyst
Mar 10 Private placement Positive +68.3% Announced up to $30M at-the-market financing to fund operations into 4Q26.
Pattern Detected

Limited history, but the prior private placement headline coincided with a strong positive price reaction.

Recent Company History

Over recent months, Longeveron has focused on financing and execution around its HLHS and frailty programs. A prior private placement announcement on Mar 10, 2026 outlined up to $30 million in gross proceeds, extending runway into 4Q2026 past anticipated Phase 2b ELPIS II topline data in 3Q2026. Earlier updates highlighted clinical progress, IP expansion, and leadership changes, all centered on advancing laromestrocel and HLHS as key value drivers.

Historical Comparison

+68.3% avg move · In the past 6 months, LGVN issued 1 private placement announcement, which coincided with a 68.27% mo...
private placement
+68.3%
Average Historical Move private placement

In the past 6 months, LGVN issued 1 private placement announcement, which coincided with a 68.27% move, showing that financing news has been a major trading catalyst.

The private placement structure, with an initial tranche and milestone-based second tranche, mirrors a financing strategy tied closely to pivotal Phase 2b HLHS trial progress.

Market Pulse Summary

This announcement details the closing of an at-the-market private placement for up to $30 million, w...
Analysis

This announcement details the closing of an at-the-market private placement for up to $30 million, with an initial $15 million tranche priced at $0.52. Proceeds are expected to fund operations into 4Q2026, beyond anticipated Phase 2b ELPIS II HLHS topline data in 3Q2026. Investors may weigh the extended cash runway against dilution from over 6.0 million new common shares and preferred stock convertible into about 22.8 million additional shares, plus the 50% PRV proceeds interest.

Key Terms

private placement, series a non-voting convertible preferred stock, rare pediatric disease priority review voucher, registration rights agreement, +1 more
5 terms
private placement financial
"today announced the closing of its previously announced private placement for up to approximately"
A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.
series a non-voting convertible preferred stock financial
"shares of the Company’s Series A Non-Voting Convertible Preferred Stock (the “Preferred Shares”)"
Series A non-voting convertible preferred stock is an early-round ownership share that gives holders priority over common shareholders for payouts and protections, but does not grant voting control. It can be exchanged later for common shares—like a coupon that can be turned into regular stock—allowing investors to share in upside while limiting immediate influence on company decisions; this affects potential returns, dilution for other shareholders, and the balance of control in future financing or sale events.
rare pediatric disease priority review voucher regulatory
"from the potential future sale of a Rare Pediatric Disease Priority Review Voucher, to the extent"
A rare pediatric disease priority review voucher is a transferable regulatory benefit awarded to a company that wins approval for a drug treating a serious but uncommon childhood illness. It works like a “fast-pass” with regulators: the holder can use it to get an accelerated review of a future drug application or sell the voucher to another company, often for a large sum. Investors care because it can speed time to market or generate immediate cash, boosting potential returns and lowering risk on other programs.
registration rights agreement regulatory
"the Company and the investors entered into a registration rights agreement pursuant to which"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
nasdaq rules regulatory
"in gross proceeds, priced at-the-market under Nasdaq rules."
Nasdaq rules are a set of guidelines and requirements that companies must follow to be listed and remain on the Nasdaq stock exchange. These rules help ensure companies are transparent, financially healthy, and operate fairly, which is important for investors to trust the market and make informed decisions. Think of them as the standards that keep the marketplace honest and organized.

AI-generated analysis. Not financial advice.

  • $15 million upfront with a milestone-driven potential additional $15 million related to the Company’s anticipated pivotal clinical trial in Hypoplastic Left Heart Syndrome (HLHS) priced at the market under Nasdaq rules 
  • Private placement led by Coastlands Capital with participation from Janus Henderson Investors and other healthcare focused funds
  • Initial proceeds extend cash runway into 4Q26, past the anticipated pivotal Phase 2b ELPIS II clinical trial 3Q26 topline data readout

MIAMI, March 11, 2026 (GLOBE NEWSWIRE) -- Longeveron Inc. (NASDAQ: LGVN), a clinical stage biotechnology company developing cellular therapy for life-threatening, rare pediatric and chronic aging-related conditions, today announced the closing of its previously announced private placement for up to approximately $30 million in gross proceeds, priced at-the-market under Nasdaq rules. The net proceeds from the initial tranche of the financing are expected to fund the Company’s current operating plans into the fourth quarter of 2026, past the anticipated pivotal Phase 2b ELPIS II clinical trial 3Q26 topline data readout.

The private placement was led by Coastlands Capital, with participation from Janus Henderson Investors, along with Logos Capital and Kalehua Capital, for total gross proceeds in the initial closing of approximately $15 million.

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

At the initial closing, the Company issued 6,013,384 shares of its Class A common stock at a purchase price of $0.52 per share and, in lieu of Class A common stock, shares of the Company’s Series A Non-Voting Convertible Preferred Stock (the “Preferred Shares”), convertible into an aggregate of 22,832,770 shares of Class A common stock, at a purchase price $1,000 for each Preferred Share. The Preferred Shares have a conversion price of $0.52 per share and are immediately convertible upon issuance. The Company will be eligible to receive up to an additional approximately $15 million in gross proceeds in exchange for shares of Class A common stock and Preferred Shares, subject to achieving certain milestone-driven conditions related to the results of the Company’s Phase 2b ELPIS II clinical trial in HLHS and share price.

Additionally, at the initial closing, the Company agreed to sell to the investors an interest in 50% of proceeds received (after deducting necessary, documented third-party fees or charges) from the potential future sale of a Rare Pediatric Disease Priority Review Voucher, to the extent received from the U.S. FDA in connection with the Company’s laromestrocel program for HLHS.

The Company intends to use the net proceeds from the financing, together with its existing cash and cash equivalents, for funding for its ongoing clinical and regulatory development of laromestrocel, working capital and other general corporate purposes. Based on current operating plans, the Company expects that its cash and cash equivalents, excluding the net proceeds from the closing of the second tranche, will fund operations into the fourth quarter of 2026.

The offer and sale of the foregoing securities was made in a private placement pursuant to an exemption under the Securities Act of 1933, as amended (the “Securities Act”), and the securities have not been registered under the Securities Act or applicable state securities laws. The securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. Concurrently with the execution of the definitive agreements, the Company and the investors entered into a registration rights agreement pursuant to which the Company agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) registering the resale of the shares of Class A common stock and shares of Class A common stock underlying the Preferred Shares issuable upon conversion thereof following the closing of each tranche.

Buchanan Ingersoll & Rooney PC served as counsel to the Company for the private placement.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities, nor shall there be any sale of the 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 laromestrocel (LOMECEL-B®), an allogeneic mesenchymal stem cell (MSC) therapy product isolated from the bone marrow of young, healthy adult donors. Laromestrocel 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 (AD), and Pediatric Dilated Cardiomyopathy (DCM). Laromestrocel development programs have received five distinct and important FDA designations: for the HLHS program - Orphan Drug designation, Fast Track designation, and Rare Pediatric Disease designation; and, for the AD program - Regenerative Medicine Advanced Therapy (RMAT) designation and Fast Track designation. For more information, visit www.longeveron.com or follow Longeveron on LinkedIn, X, and Instagram.

Forward Looking Statements
Certain statements in this press release 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 known and unknown risks, uncertainties, and other important factors that could cause actual results, performance, or achievements to differ materially from those anticipated, expressed, or implied by the statements made herein. Forward-looking statements are generally identifiable by the use of forward-looking terminology such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expects,” “intend,” “looks to,” “may,” “on condition,” “plan,” “potential,” “predict,” “preliminary,” “project,” “see,” “should,” “target,” “will,” “would,” or the negative thereof or comparable terminology, although not all forward-looking statements contain these words, or by discussion of strategy or goals or other future events, circumstances, or effects. These include, but are not limited to, the anticipated use of proceeds from the private placement, the conversion of the Series A Preferred Stock, the future possible receipt of a Rare Pediatric Disease Priority Review Voucher from the U.S. FDA, the achievement of certain milestone conditions related to clinical study results for the Company’s laromestrocel program for HLHS, the possible occurrence of a second closing for the private placement financing, and statements regarding the various below-listed factors. 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, statements regarding the timing and completion of the private placement, including the milestone-driven closing, the use of the net proceeds from the private placement, our ability to achieve anticipated milestones, the timing of any of our interactions with the FDA, our cash runway, any receipt of a PRV by us, the future restoration of executive compensation levels; our intention and ability to repay certain compensation amounts to executives or rehire employees currently furloughed; the grant of certain equity awards; market and other conditions, our cash position and need to raise additional capital, the difficulties we may face in obtaining access to capital, and the dilutive impact it may have on our investors; our financial performance, and ability to continue as a going concern; the period over which we estimate our existing cash and cash equivalents will be sufficient to fund our future operating expenses and capital expenditure requirements; the ability of our clinical trials to demonstrate safety and efficacy of our investigational product candidates, and other positive results; the timing and focus of our ongoing and future preclinical studies and clinical trials, and the reporting of data from those studies and trials; the size of the market opportunity for certain of our investigational product candidates, including our estimates of the number of patients who suffer from the diseases we are targeting; our ability to scale production and commercialize the investigational product candidate for certain indications; the success of competing therapies that are or may become available; the beneficial characteristics, safety, efficacy and therapeutic effects of our investigational product candidates; our ability to obtain and maintain regulatory approval of our investigational product candidates in the U.S. and other jurisdictions; our plans relating to the further development of our investigational product candidates, including additional disease states or indications we may pursue; our plans and ability to obtain or protect intellectual property rights, including extensions of existing patent terms where available and our ability to avoid infringing the intellectual property rights of others; the need to hire additional personnel and our ability to attract and retain such personnel; and our estimates regarding expenses, future revenue, capital requirements and needs for additional financing.

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


FAQ

How much did Longeveron (LGVN) raise in the March 11, 2026 private placement?

Longeveron raised approximately $15 million in the initial closing, with eligibility for an additional ~$15 million. According to the company, the initial gross proceeds came from Class A shares and Series A convertible preferred shares led by Coastlands Capital and other investors.

What securities did Longeveron (LGVN) issue in the financing and at what prices?

The company issued 6,013,384 Class A shares at $0.52 and Series A non-voting convertible preferred shares at $1,000 each (convertible at $0.52). According to the company, the preferred shares are immediately convertible into Class A common stock upon issuance.

How will the private placement affect Longeveron’s cash runway and upcoming ELPIS II readout?

Net proceeds from the initial tranche are expected to fund operations into 4Q26, beyond the anticipated 3Q26 pivotal Phase 2b ELPIS II topline data readout. According to the company, the funds support ongoing clinical and regulatory development of laromestrocel.

What conditions unlock the additional ~ $15 million tranche for Longeveron (LGVN)?

The additional approximately $15 million is contingent on milestone-driven conditions tied to Phase 2b ELPIS II results and share price. According to the company, the second tranche depends on achieving specified clinical milestones and market-based pricing triggers.