Longeveron Inc SEC Filings

Lisa Locklear, identified on the Form 4 as Chief Financial Officer and a director of Longeveron Inc. (LGVN), made a direct purchase on 08/11/2025 of 11,766 shares of Class A common stock. Each purchased share was accompanied by two and one-half Class A common warrants, for a total of 29,415 warrants, and the combined purchase price for each share plus accompanying warrants was $0.85. Following the reported transaction, Ms. Locklear directly beneficially owned 250,964 shares of Class A common stock.

The warrants are shown with an exercise/conversion price of $0.85 and an expiration date of 08/11/2027, and the reported holdings and transactions are recorded as direct ownership on the Form 4.

Baluch Khoso, a director of Longeveron Inc. (LGVN), reported an insider purchase on 08/11/2025. The filing shows he acquired 11,766 Class A common shares together with 29,415 Class A common warrants at a combined purchase price of $0.85 per share-plus-warrants package. After the transaction, the report lists 52,516 Class A common shares beneficially owned directly.

The warrants are exercisable immediately and expire on 08/11/2027. The Form 4 was signed by an attorney-in-fact on 08/13/2025.

Longeveron Inc. furnished a current report describing that it has released a press release with its financial and operating results for the three and six months ended June 30, 2025, along with other business updates and information. The press release is attached as an exhibit and is incorporated by reference for details on revenue, expenses, and operational progress. The company specifies that this information is being furnished, not filed, which affects how it is treated under securities laws but still provides shareholders with an update on recent performance and developments.

Longeveron Inc. (LGVN) reported unaudited results for the quarter ended June 30, 2025 showing continued clinical-stage operations with rising costs and constrained liquidity. Cash and cash equivalents declined to $10.3 million from $19.2 million at year-end, and the company recorded a $10.0 million net loss for the six months ended June 30, 2025, widening from $7.5 million a year earlier. Revenue for the six months was $0.7 million, down from $1.0 million, while research and development and general and administrative expenses increased, driving an operating loss of $10.6 million for the period.

The company disclosed a $119.6 million accumulated deficit and stated it does not have sufficient cash to meet minimum expenditures for one year without additional financing, creating substantial doubt about its ability to continue as a going concern. Management cites completed financing activity and expects current cash to fund operations into the first quarter of 2026 based on its budget. Regulatory progress includes a Type C FDA meeting for the HLHS pathway and a Type B FDA meeting for Alzheimer’s, and the company is ramping BLA-enabling and manufacturing readiness activities, contingent on trial success and additional funding.

Longeveron completed a registered public offering that raised approximately $5.0 million in gross proceeds to support continued development of its cell therapy candidate, laromestrocel. The company sold 5,617,648 shares of Class A common stock and pre-funded warrants to purchase 264,706 additional shares, each unit paired with 2.5 detachable common warrants to buy in total 14,705,885 shares. The combined public offering price was $0.85 per share unit and $0.849 per pre-funded warrant unit, and the pre-funded warrants were exercised in full at a nominal $0.001 per share concurrently with closing, contributing to the stated proceeds. Common warrants are immediately exercisable, expire in 24 months, and have an exercise price of $0.85. Placement agent compensation included a 7.0% cash fee, a 1.0% management fee and warrants for 411,765 shares with a $1.0625 exercise price. The company said net proceeds will fund clinical and regulatory work for laromestrocel across HLHS, Alzheimer’s disease and pediatric DCM, CMC and BLA readiness, capital expenditures, working capital and general corporate purposes. The purchase agreement imposes customary representations and limited lock-up restrictions, including a 60-day prohibition on certain issuances and a one-year restriction on variable rate transactions, subject to exceptions.

Longeveron Inc. is offering 5,617,648 shares of Class A common stock together with 14,044,120 Class A common warrants and pre-funded warrants and placement agent warrants that could result in up to 15,382,356 shares issuable upon exercise. The combined public offering price per share and accompanying warrants is $0.85 and the pre-funded warrant package is $0.849. The prospectus shows a total public offering price of $5,000,000.90 (assuming full exercise of pre-funded warrants) with estimated proceeds to the company before expenses of approximately $4.65 million and net proceeds after fees and expenses of about $4.3 million. Placement agent compensation includes a 7.0% cash fee, a 1.0% management fee, reimbursement of non-accountable expenses of $10,000, legal and out-of-pocket expenses of $100,000, and issuance of Placement Agent Warrants to purchase up to 411,765 shares at an exercise price of $1.0625.

The filing highlights clinical and regulatory progress for the company’s lead investigational product, laromestrocel (formerly Lomecel-B): full enrollment in the pivotal Phase 2b ELPIS II HLHS trial (enrollment completed June 24, 2025) with anticipated top-line results in Q3 2026; FDA designations for HLHS (Rare Pediatric Disease, Orphan Drug, Fast Track) and for mild Alzheimer’s disease (RMAT July 5, 2024; Fast Track July 16, 2024); FDA accepted IND for pediatric DCM (July 8, 2025) enabling a Phase 2 pivotal trial. The company reports a going concern qualification from auditors and states additional funding is required. Class A shares trade on Nasdaq under LGVN with a last reported sale of $1.27 on August 7, 2025. Warrant instruments will not be listed and are expected to have limited liquidity.

Longeveron Inc. (LGVN) filed Amendment No.1 to its Form S-1 to raise capital via a best-efforts placement of up to 3,846,154 Class A shares and 9,615,385 accompanying two-year warrants (2.5 warrants per share). The assumed combined price equals the 29 Jul 2025 closing price of $1.56, implying gross proceeds of c.$6.0 million and net proceeds of c.$5.2 million after 8% cash fees and expenses to H.C. Wainwright. Investors may elect pre-funded warrants ($0.001 exercise) to avoid breaching 4.99%/9.99% ownership caps. No escrow or minimum offering is required; the offer terminates 29 Aug 2025.

Proceeds will fund: 1) pivotal Phase 2b ELPIS II trial in hypoplastic left heart syndrome (fully enrolled; top-line 3Q26; RPD, Orphan & Fast Track designations); 2) adaptive seamless Phase 2/3 for mild Alzheimer’s disease (RMAT & Fast Track); 3) IND-cleared pivotal Phase 2 in paediatric dilated cardiomyopathy; 4) CMC scale-up via outsourced CDMO; and general working capital.

The filing reiterates a going-concern warning—cash burn exceeds resources and additional capital will be required. Post-offering share count could rise to 17.5 million Class A shares (90% of pre-offer float), with a further 13.7 million shares underlying new warrants, amplifying dilution risk. No market for the new warrants is expected. Management and 5% holders have agreed to 45-day lock-ups.