false
--12-31
0001721484
0001721484
2026-03-10
2026-03-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 10, 2026
Longeveron Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-40060 |
|
47-2174146 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
|
1951 NW 7th Avenue, Suite 520
Miami, Florida |
|
3313 |
|
(Address of Principal Executive Offices)
|
|
(Zip Code) |
Registrant’s Telephone Number, Including
Area Code: (305) 909-0840
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name
of each exchange on which registered |
| Class A Common Stock, $0.001 par value per share |
|
LGVN |
|
The Nasdaq Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging Growth Company ☒
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry
into a Material Definitive Agreement.
Securities Purchase Agreement
On March 10, 2026, Longeveron Inc., a Delaware
corporation (the “Company”), entered into a Purchase Agreement (the “Purchase Agreement”) with certain institutional
and accredited investors (each, an “Investor” and collectively, the “Investors”), pursuant to which the Company
agreed to issue and sell shares of the Company’s Class A common stock, par value $0.001 per share (the “Common Stock”)
and, shares of the Company’s Series A Non-Voting Convertible Preferred Stock, par value $0.001 per share, and stated value of $1,000
per share (the “Series A Preferred Stock,” and together with the Common Stock, the “Securities”) to the Investors
in up to two closings in a private placement (the “Private Placement”).
The initial closing (the “Initial Closing”)
of the Private Placement occurred on March 11, 2026. At the Initial Closing, the Company issued and sold to the Investors an aggregate
of 6,013,384 shares of Common Stock at a purchase price of $0.52 per share (the “Share Price”) and 11,873.04 shares of Series
A Preferred Stock (the “Preferred Shares”) convertible into an aggregate of 22,832,770 shares of Common Stock at a purchase
price of $1,000.00 per Preferred Share. 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 Hypoplastic Left Heart Syndrome (HLHS).
Each Preferred Share is immediately convertible
into Common Stock at a conversion price equal to the Share Price. The powers, preferences, rights, qualifications, limitations and restrictions
applicable to the Preferred Shares are set forth in the Certificate of Designation (as defined below). See Item 5.03 of this Current Report
on Form 8-K for further information regarding the Series A Preferred Stock and the Certificate of Designation.
Pursuant to the Purchase Agreement, subject to
the occurrence of the Second Closing Trigger Date (as defined below), the Company also agreed to issue and sell to the Investors in a
second closing (the “Second Closing”) additional shares of Common Stock and Series A Preferred Stock, respectively, for additional
gross proceeds of approximately $15.0 million, before deducting placement agent fees and other Private Placement expenses. The Second
Closing Trigger Date shall occur upon satisfaction or waiver of the closing conditions set forth under the Purchase Agreement, including
(i) the Company’s achievement, during the period commencing on the date of Initial Closing and ending on the announcement of Phase
2b study results for HLHS demonstrating statistical significance of the primary endpoint(s) as agreed between the Company and the U.S.
FDA (the “Milestone”) and (ii) achievement of a volume weighted average price per share of Common Stock equal to or greater
than $1.85 with aggregate trading volume of at least 25,000,000 shares (in each case, subject to appropriate, proportional adjustment
for any stock splits or combinations of the Common Stock occurring after the date of the Purchase Agreement) (the “Price Threshold”)
measured during any ten consecutive trading days prior to expiration of the 30 trading days following the date of the Company’s
first announcement via press release or a Current Report on Form 8-K of the occurrence of the Milestone (the “Measurement Period”).
For a waiver of the achievement of the Milestone and the Price Threshold prior to the expiration of the Measurement Period to be waived
for purposes of the Second Closing, the Company must receive a written waiver approved by Investors holding at least a majority in interest
of the Securities then held by the Investors (determined as if all of the Preferred Shares then outstanding have been converted without
regard to any limitations on the conversion of such Preferred Shares).
The Purchase Agreement contains customary representations
and warranties and agreements of the Company and the Investors, customary indemnification rights and obligations of the parties, and customary
conditions to each applicable Closing. Pursuant to the terms of the Purchase Agreement, the Company is prohibited for a period of 90 days
after the Initial Closing, without the consent of the Investors purchasing a majority of the Securities under the Purchase Agreement,
(i) issuing any shares of Common Stock or securities convertible or exercisable into Common Stock; (ii) effecting a reverse stock split,
recapitalization, share consolidation, reclassification or other similar transaction (other than to the extent required to regain compliance
with applicable listing standards), subject to certain exceptions; or (iii) file a registration statement relating to any shares of Common
Stock or securities convertible or exercisable into Common Stock, except pursuant to the terms of the Registration Rights Agreement (defined
below), subject to certain exemptions. Furthermore, for an additional 90 days thereafter, the Company is prohibited, without the consent
of the Investors of at least 50.1% of the Securities issued in the Initial Closing then owned (on an as-converted basis without regard
to beneficial ownership limitations), from selling any shares of Common Stock pursuant to its “at-the-market” offering facility
with H.C. Wainwright & Co., LLC (the “Placement Agent” or “Wainwright”) at a price per share that is less
than $0.80 per share of Common Stock (subject to appropriate, proportional adjustment for any stock splits or combinations of the Common
Stock occurring after the date of the Purchase Agreement).
The aggregate gross proceeds from the Initial
Closing were approximately $15.9 million, before deducting placement agent fees and other Private Placement expenses. 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 any possible net proceeds from the Second Closing of the Private Placement,
will fund operations into the fourth quarter of 2026.
Registration Rights Agreement
Also on March 10, 2026, the Company entered into
a Registration Rights Agreement (the “Registration Rights Agreement”) with the Investors, pursuant to which the Company agreed
to register the resale of the shares of Common Stock and the shares of Common Stock issuable upon conversion of the Series A Preferred
Stock (collectively, the “Registrable Securities”). Under the Registration Rights Agreement, the Company agreed to prepare
and file a registration statement (each a “Registration Statement”) covering the resale by the Investors of the Registrable
Securities no later than 30 calendar days following the Initial Closing or Second Closing, as applicable (each a “Filing Deadline”).
The Company has agreed to use its reasonable best
efforts to cause each Registration Statement to be declared effective by the Securities and Exchange Commission (the “SEC”)
at the earliest possible date after the filing thereof and in any event no later than the earlier of (a) 60 calendar days following the
filing date thereof or (b) the fifth business day after the date the Company is notified by the SEC that such Registration Statement will
not be “reviewed” or subject to further review (each, an “Effectiveness Deadline”). The Company has also agreed
to use reasonable best efforts to keep such Registration Statement effective until the earliest to occur of (x) the date that Investors
have resold all the Registrable Securities covered thereby and (y) the date the Registrable Securities may be resold by Investors without
registration and without restrictions under Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
The Company has further agreed to be responsible for all fees and expenses incurred in connection with the registration of the Registrable
Securities.
In the event that (i) a Registration Statement
has not been filed by the applicable Filing Deadline, (ii) a Registration Statement is not declared effective by the applicable Effectiveness
Deadline, or (iii) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration
Statement for any reason, subject to certain limited exceptions, then the Company has agreed to make pro rata payments to each Investor
as liquidated damages in an amount equal to 1% of the aggregate amount paid by each such Investor for the Registrable Securities then
held by such Investor covered by the Registration Statement per 30-day period or pro rata for any portion thereof during which such event
continues, subject to a cap set forth in the Registration Rights Agreement.
The Company has agreed to, among other things,
indemnify each Investor, each person, if any, who controls the Investors, the members, the directors, officers, partners, employees, members,
managers, agents, representatives and advisors of the Investors and each person, if any, who controls the Investors within the meaning
of the Securities Act or the Exchange Act against certain liabilities incident to the Company’s obligations under the Registration
Rights Agreement.
Wainwright acted as the exclusive placement agent
for the Private Placement. Pursuant to an engagement letter dated as of June 11, 2025, as amended on August 3, 2025 and December 12, 2025,
by and between the Company and the Placement Agent (the “Engagement Letter), the Company paid the Placement Agent a cash fee equal
to 7.0% of the aggregate gross proceeds raised in the Private Placement, plus a management fee equal to 1.0% of the aggregate gross proceeds
raised in the Private Placement and reimbursed certain expenses incurred in connection with the Private Placement.
The Company also issued to designees of the Placement
Agent (or their assignees) unregistered warrants to purchase up to 2,019,231 shares of Common Stock (the “Placement Agent Warrants”).
The Placement Agent Warrants will have an exercise price of $0.65 per share which represents 125% of the Share Price), are exercisable
immediately upon issuance and have a term of five years from the date of issuance. Each Placement Agent Warrant is exercisable for one
share of Common Stock. Neither the Placement Agent Warrants nor the shares of Common Stock issuable upon exercise thereof have been registered
under the Securities Act.
The Private Placement is exempt from registration
as a transaction by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Regulation D promulgated
thereunder as well as similar exemptions under applicable state laws. The Company relied on these exemptions from registration based in
part on representations made by the Investors. Each Investor has represented that, if an entity, it is a “qualified institutional
buyer” as defined in Rule 144A under the Securities Act or an institutional “accredited investor” as defined in Rule
501(a) under Regulation D under the Securities Act, or if an individual, he or she is an “accredited investor” as that term
is defined in Rule 501(a) under Regulation D of the Securities Act. Each Investor has further represented that that it is purchasing the
Shares and/or Preferred Shares solely for the Investor’s own account and not for the account of others and will not be acquiring
the securities with a view to or for sale in connection with any distribution thereof in violation of the Securities Act, and appropriate
legends will be affixed to the Securities issued in the Private Placement. The Securities may not be offered or sold in the United States
or any other jurisdiction absent registration or an applicable exemption therefrom. Neither this Current Report on Form 8-K, nor the exhibits
attached hereto, is an offer to sell or the solicitation of an offer to buy the Securities described herein.
The foregoing is only a summary of the material
terms of the Purchase Agreement, the Registration Rights Agreement, and the Placement Agent Warrants and does not purport to be a complete
description of the rights and obligations of the parties thereunder. The summary of the Purchase Agreement, Registration Rights Agreement,
and Placement Agent Warrants is qualified in its entirety by reference to the Purchase Agreement and the forms of the Registration Rights
Agreement and the Placement Agent Warrant, which are filed as exhibits to this Current Report on Form 8-K as Exhibits 10.1, 10.2, and
4.1, respectively, and are incorporated herein by reference. The foregoing summary and the exhibits hereto also are not intended to modify
or supplement any disclosures about the Company in its reports filed with the SEC. In particular, the agreements and the related summary
are not intended to be, and should not be relied upon, as disclosures regarding any facts and circumstances relating to the Company or
any of its subsidiaries or affiliates. The agreements contain representations and warranties by the Company, which were made only for
purposes of that agreement and as of specified dates. The representations, warranties and covenants in the agreements were made solely
for the benefit of the parties to the agreements (and with respect to the Purchase Agreement, the placement agent expressly as a named
third-party beneficiary therein); may be subject to limitations agreed upon by the contracting parties, including being subject to confidential
disclosures that may modify, qualify or create exceptions to such representations and warranties; may be made for the purposes of allocating
contractual risk between the parties to the agreements instead of establishing these matters as facts; and may be subject to standards
of materiality applicable to the contracting parties that differ from those applicable to Investors. Accordingly, the Purchase Agreement
and forms of Registration Rights Agreement and Placement Agent Warrant are filed with this report only to provide investors with information
regarding the terms of transaction, and not to provide investors with any other factual information regarding the Company. In addition,
information concerning the subject matter of the representations, warranties and covenants may change after the date of the agreements,
which subsequent information may or may not be fully reflected in the Company’s public disclosures.
Following the Initial Closing of the Private
Placement, the Company expects to have 29,281,138 shares of Common Stock issued and outstanding and approximately 54,133,139 shares
of Common Stock issued and outstanding on a pro forma basis, which gives effect to the full conversion of the Preferred Shares, as
of the Initial Closing Date, without regard to beneficial ownership limitations that may limit the ability of certain holders of
Preferred Shares to convert such shares to Common Stock at such time, and assumes exercise of all Placement Agent Warrants.
Item 3.02 Unregistered Sales of Equity Securities
The matters described in Item 1.01 of this Current
Report on Form 8-K related to the Private Placement are incorporated by reference. The Company intends to rely upon the exemptions from
registration provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder for transactions by an issuer not
involving any public offering in connection with the issuance of the securities in the Private Placement described in Item 1.01 of this
Current Report on Form 8-K.
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On March 10, 2026, the Company filed a Certificate
of Designation of Preferences, Rights and Limitations of the Series A Non-Voting Convertible Preferred Stock with the Secretary of State
of the State of Delaware (the “Certificate of Designation”) in connection with the Private Placement. The Certificate of Designation
provides for the issuance of up to 26,975 authorized shares of the Company’s Series A Preferred Stock.
Holders of shares of Series A Preferred Stock
are entitled to receive dividends on shares of Series A Preferred Stock equal to, on an as-if-converted-to-Common Stock basis, and in
the same form as dividends actually paid on shares of the Common Stock. Except as otherwise required by law, the Series A Preferred Stock
does not have voting rights. However, as long as any shares of Series A Preferred Stock are outstanding, the Company will not, without
the affirmative vote of the holders of a majority of the then-outstanding shares of the Series A Preferred Stock, (a) alter or change
adversely the powers, preferences or rights given to the Series A Preferred Stock, (b) alter or amend the Certificate of Designation,
(c) amend its certificate of incorporation or other governing documents in any manner that adversely affects any rights of the holders
of Series A Preferred Stock, (d) issue further shares of Series A Preferred Stock or increase or decrease the number of authorized shares
of Series A Preferred Stock, subject to certain exceptions, or (e) consummate any Fundamental Transaction (as defined in the Certificate
of Designation), certain change of control transactions or enter into any agreements with respect to the same. The Series A Preferred
Stock does not have a preference upon any liquidation, dissolution or winding-up of the Company. Issuances of securities pursuant to the
Purchase Agreement, however, will not be deemed a “Fundamental Transaction.”
Subject to the terms and limitations contained
in the Certificate of Designation, the Series A Preferred Stock issued in the Private Placement is immediately convertible, at the option
of the holder, into shares of Common Stock at a conversion price equal to the Share Price of $0.52, subject to certain limitations, including
that shares of Series A Preferred Stock shall not be convertible if the conversion would result in a holder, together with its affiliates
beneficially owning more than 4.99% of the Company’s shares of Common Stock outstanding (or deemed to be outstanding) as of the
applicable conversion date, which may be increased at the holder’s option (not to exceed 9.99%), effective in accordance with the
terms of the Certificate of Designation. The number of shares of Common Stock issuable upon conversion of each share of Series A Preferred
Stock shall be determined by dividing the stated value of $1,000 per share by the conversion price of $0.52 (subject to adjustment as
set forth in the Certificate of Designation).
The foregoing description of the Series A Preferred
Stock does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation, a copy of which
is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01. Other Events.
On March 10, 2026, the Company issued a press
release announcing the pricing of the Private Placement. On March 11, 2026, the Company issued a press release announcing the Initial
Closing of the Private Placement. Copies of the press releases are attached as Exhibits 99.1 and 99.2, respectively, and are incorporated
herein by reference.
Cautionary Note Regarding Forward-Looking
Statements
This Current Report on Form 8-K and certain of
the materials filed herewith contain forward-looking statements within the meaning 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 terms 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 of these terms
or other similar expressions, although not all forward-looking statements contain these words, or by discussion of strategy or goals or
other future events, circumstances or effects. The forward-looking statements in this Current Report on Form 8-K are made on the basis
of the views and assumptions of management regarding future events and business performance as of the date this Current Report on Form
8-K is filed with the SEC. We have based these forward-looking statements largely on our current expectations and projections about our
business, the industry in which we operate and financial trends that we believe may affect our business, financial condition, results
of operations and prospects, and these forward-looking statements are not guarantees of future performance or development. Forward-looking
statements involve known and unknown risks, uncertainties and other important factors that may cause actual events, results, performance
or achievements to be materially different from those expressed or implied by the forward-looking statements contained in this Current
Report on Form 8-K or the materials furnished or filed herewith. These items include, but are not limited to, statements regarding: 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,
and statements regarding the various below-listed factors; 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.
These forward-looking statements are made as of
the date of this Current Report on Form 8-K and are subject to a number of risks, uncertainties and assumptions described in greater detail
in the Company’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 other filings with the Securities and Exchange Commission. In addition,
any forward-looking statements represent the Company’s views only as of today and should not be relied upon as representing its
views as of any subsequent date. These statements 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
occurring after the date this Current Report on Form 8-K is filed.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 3.1 |
|
Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock |
| 4.1 |
|
Form of Placement Agent Warrant |
| 10.1 |
|
Form of Purchase Agreement, dated March 10, 2026, by and between the Company and each Investor identified on Exhibit A thereto* |
| 10.2 |
|
Form of Registration Rights Agreement |
| 99.1 |
|
Press Release issued by the Company on March 10, 2026 |
| 99.2 |
|
Press Release issued by the Company on March 11, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * |
Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the SEC. |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
LONGEVERON INC. |
| |
|
| Date: March 12, 2026 |
/s/ Stephen Willard |
| |
Name: |
Stephen Willard |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Longeveron Announces Private Placement of up
to $15 Million
| ● | $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 10, 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 that it has entered into a definitive agreement with certain institutional and accredited investors
for up to approximately $30 million in gross proceeds through a private placement, 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 is 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. is acting as the exclusive
placement agent for the private placement.
At the initial closing, the Company will issue
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 will have a conversion
price of $0.52 per share and will be 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
has 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 initial closing of the private placement is
expected to occur on or about March 11, 2026, subject to satisfaction of customary closing conditions.
The offer and sale of the foregoing securities
is being 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 has 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.
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, statements regarding completion
of the private placement financing, the satisfaction of customary closing conditions related to the private placement financing, the anticipated
use of proceeds therefrom, 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
Exhibit 99.2
Longeveron Announces Closing of Private Placement
of up to $30 Million
| ● | $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
