Longeveron Announces Up To $17.5 Million Public Offering

Rhea-AI Summary

Longeveron (NASDAQ: LGVN), a clinical stage regenerative medicine biotech company, has announced a $17.5 million public offering. The offering consists of 5,882,354 shares of Class A common stock (or pre-funded warrants) at $0.85 per share, along with short-term warrants to purchase up to 14,705,885 additional shares.

The initial gross proceeds are expected to be $5.0 million, with potential additional proceeds of $12.5 million if all warrants are exercised. The warrants will have an exercise price of $0.85 per share and a 24-month exercise period. The funds will support clinical development of laromestrocel for treating HLHS, Alzheimer's disease, and pediatric DCM, along with regulatory approvals and BLA readiness.

Positive

• Board members and insiders participating in the offering on same terms shows confidence
• Funding secured for multiple clinical programs including HLHS, Alzheimer's, and DCM
• Potential for additional $12.5M through warrant exercises

Negative

• Significant dilution for existing shareholders with 5.88M new shares being offered
• Low offering price of $0.85 per share indicates weak market position
• Additional dilution possible if warrants are exercised

Insights

Biotech Investment Analyst

Longeveron's $17.5M offering provides crucial runway for clinical programs but significantly dilutes shareholders at a low price point.

Longeveron has priced a $5 million public offering with potential for an additional $12.5 million through warrant exercises, providing essential capital for its regenerative medicine pipeline. The pricing structure reveals concerning details: shares priced at just $0.85 with an identical warrant exercise price indicates weak market positioning and represents significant dilution for existing shareholders.

The company is issuing 5.88 million Class A shares plus warrants for up to 14.7 million additional shares - a substantial increase to the outstanding share count. While board member participation signals internal confidence, the financing terms suggest limited options for securing capital. The $0.85 pricing likely reflects challenging market conditions for early-stage biotech companies with capital-intensive clinical programs.

The proceeds will fund crucial programs including Longeveron's laromestrocel cell therapy for Hypoplastic Left Heart Syndrome (HLHS), Alzheimer's disease, and pediatric Dilated Cardiomyopathy (DCM). This capital infusion extends the company's operational runway but comes at a high cost to shareholder value. With H.C. Wainwright as placement agent, the final net proceeds will be reduced by fees and expenses.

The structure combining immediate shares with short-term warrants creates a complex financing arrangement. While the immediate $5 million provides needed liquidity, the company faces uncertainty around the additional $12.5 million, as there's no guarantee investors will exercise their warrants despite the 24-month exercise period.

$5.0 million upfront with up to an additional $12.5 million of potential aggregate gross proceeds upon the exercise in full of short-term warrants

MIAMI, Aug. 08, 2025 (GLOBE NEWSWIRE) -- Longeveron Inc. (NASDAQ: LGVN) (“Longeveron” or “Company”), a clinical stage regenerative medicine biotechnology company developing cellular therapies for life-threatening, rare pediatric and chronic aging-related conditions, today announced the pricing of a public offering of 5,882,354 of the Company’s Class A common stock (or pre-funded warrants in lieu thereof), together with short-term warrants to purchase up to 14,705,885 shares of Class A common stock at a combined public offering price of $0.85 per share of Class A common stock (or pre-funded warrant in lieu thereof) and accompanying short-term warrants. The short-term warrants will have an exercise price of $0.85 per share and will be immediately exercisable upon issuance for a period of twenty-four months following the date of issuance. Certain board members and insiders of the Company are participating in the offering on the same terms and conditions. The offering is expected to close on or about August 11, 2025, subject to satisfaction of customary closing conditions.

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

The gross proceeds to the Company from the offering, before deducting the placement agent’s fees and other offering expenses payable by the Company, are expected to be approximately $5.0 million. The potential additional gross proceeds to the Company from the short-term warrants, if fully-exercised on a cash basis, will be approximately $12.5 million. No assurance can be given that any of such short-term warrants will be exercised. The Company intends to use the net proceeds from the offering for funding for its ongoing clinical and regulatory development of laromestrocel for the treatment of several disease states and indications, including HLHS, Alzheimer’s disease, and pediatric DCM, obtaining regulatory approvals, advancing CMC activities to support BLA readiness, capital expenditures, working capital and other general corporate purposes.

The securities described above are being offered by the Company pursuant to a registration statement on Form S-1 (File No. 333-289210) originally filed with the Securities and Exchange Commission (the “SEC”) on August 4, 2025, as amended, which became effective on August 8, 2025. The offering is being made only by means of a prospectus forming a part of the effective registration statement relating to the offering. A preliminary prospectus relating to the offering has been filed with the SEC. Electronic copies of the final prospectus may be obtained, when available, on the SEC’s website at http://www.sec.gov or 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.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such 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 four pipeline indications: hypoplastic left heart syndrome (HLHS), Alzheimer’s disease, Pediatric Dilated Cardiomyopathy (DCM), and Aging-related Frailty. 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, or by discussion of strategy or goals or other future events, circumstances, or effects and include, but are not limited to, statements regarding the completion of the offering, the satisfaction of customary closing conditions related to the offering, the anticipated use of proceeds therefrom, the exercise of the short-term warrants prior to their expiration 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, 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 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 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 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 product candidates; our ability to obtain and maintain regulatory approval of our product candidates in the U.S. and other jurisdictions; our plans relating to the further development of our 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.

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, 2024, filed with the Securities and Exchange Commission on February 28, 2025, its Quarterly Reports on Form 10-Q, and its Current Reports on Form 8-K. The Company operates in highly competitive and rapidly changing environment; therefore, new factors may arise, and it is not possible for the Company’s management to predict all such factors that may arise nor assess the impact of such factors or the extent to which any individual factor or combination thereof, may cause results to differ materially from those contained in any forward-looking statements. The forward-looking statements contained in this press release are made as of the date of this press release based on information available as of the date of this press release, are inherently uncertain, 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 and Media Contact:
Derek Cole
Investor Relations Advisory Solutions
derek.cole@iradvisory.com

FAQ

What is the size of Longeveron's (LGVN) August 2025 public offering?

Longeveron announced a $17.5 million public offering, consisting of $5.0 million upfront and potential additional proceeds of $12.5 million through warrant exercises.

What is the price per share for LGVN's 2025 public offering?

The offering price is $0.85 per share for both the Class A common stock and the accompanying short-term warrants.

How will Longeveron use the proceeds from its 2025 offering?

The proceeds will fund clinical development of laromestrocel for HLHS, Alzheimer's disease, and pediatric DCM, regulatory approvals, CMC activities for BLA readiness, and general corporate purposes.

How many shares are being offered in LGVN's August 2025 offering?

Longeveron is offering 5,882,354 shares of Class A common stock (or pre-funded warrants) plus warrants to purchase up to 14,705,885 additional shares.

When will LGVN's 2025 public offering close?

The offering is expected to close on or about August 11, 2025, subject to customary closing conditions.