Longeveron Announces Closing of $4 Million Direct Offering

Longeveron Secures $4 Million in Direct Offering to Advance Life-Extending Therapies

Longeveron Inc., 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, announce the closing of its previously announced registered direct offering, priced at-the-market under Nasdaq rules, for the purchase and sale of 2,424,243 shares of its Class A common stock (“common stock”) or common stock equivalents in lieu thereof, at a purchase price of $1.65 per share, or per common stock equivalent in lieu thereof. In addition, in a concurrent private placement, Longeveron issued unregistered Series A warrants to purchase up to an aggregate of 2,424,243 shares of its common stock and unregistered Series B warrants to purchase up to an aggregate of 2,424,243 shares of its common stock. The warrants have an exercise price of $1.65 per share and are exercisable upon the effective date of stockholder approval of the issuance of the shares underlying the warrants. The Series A Warrants and Series B Warrants have terms of five and one-half years and eighteen months from the date of issuance, respectively.

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

The gross proceeds to Longeveron from the offering are approximately $4 million, before deducting the placement agent’s fees and other offering expenses payable by Longeveron. Longeveron currently intends to use the net proceeds from the offering to fund the ongoing clinical and regulatory development of Lomecel-B™ and for capital expenditures, working capital and general corporate purposes.

The shares of common stock (or common stock equivalents in lieu thereof) offered in the registered direct offering (but excluding the unregistered warrants offered in the concurrent private placement or the shares of common stock underlying such unregistered warrants) were offered by Longeveron in connection with a takedown from the Company’s shelf registration statement on Form S-3 (File No. 333-264142), which was declared effective by the Securities and Exchange Commission on April 14, 2022. The offering of the shares of common stock (or common stock equivalents in lieu thereof) in the registered direct offering was made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the registered direct offering was filed with the SEC on October 13, 2023. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained 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) 865-5711 or e-mail at placements@hcwco.com.

The Series A Warrants and Series B Warrants described above were issued in a concurrent private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder and, along with the shares of common stock underlying such warrants, were not registered under the Securities Act, or applicable state securities laws. Accordingly, the warrants and underlying shares of common stock 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 such applicable state securities laws.

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.

Published on : 16th October, 2023