Longeveron Announces $9.0 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules MIAMI

Longeveron Announces $9.0 Million Registered

Direct Offering Priced At-the-Market Under Nasdaq Rules

MIAMI, July 18, 2024 (GLOBE NEWSWIRE) -- Longeveron

Inc. (NASDAQ: LGVN) ("Longeveron" or the "Company"), a clinical stage regenerative medicine biotechnology

company developing cellular therapies for life-threatening and chronic aging-related conditions, today announced that it has entered into

definitive agreements for the issuance and sale of an aggregate of 2,236,026 shares of its Class A common stock (or common stock equivalents

in lieu thereof) at a purchase price of $4.025 per share of Class A common stock (or per common stock equivalent in lieu thereof) in a

registered direct offering priced at-the-market under Nasdaq rules. In a concurrent private placement, the Company has also agreed to

issue and sell unregistered warrants to purchase up to an aggregate of 2,236,026 shares of Class A common stock. The unregistered warrants

will have an exercise price of $3.90 per share and will be immediately exercisable for a period of twenty-four (24) months following the

date of issuance. The offering is expected to close on or about July 19, 2024, subject to the 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

are expected to be approximately $9.0 million, prior to deducting placement agent fees and other offering expenses payable by the Company.

The Company intends to use the net proceeds from the offering for its ongoing clinical and regulatory development of Lomecel-B

for the treatment of several disease states and indications, including HLHS and Alzheimer's disease, obtaining regulatory approvals,

capital expenditures, working capital and other general corporate purposes.

The shares of Class A common stock (or common

stock equivalents) offered in the registered direct offering (but excluding the unregistered warrants offered in the concurrent private

placement and the shares of Class A common stock underlying such unregistered warrants) are being offered and sold by the Company pursuant

to a "shelf" registration statement on Form S-3 (Registration No. 333-264142), including a base prospectus, previously filed

with the Securities and Exchange Commission ("SEC") on April 5, 2022, and declared effective by the SEC on April 14 2022.

The offering of the shares of Class A common stock (or common stock equivalents) to be issued in the registered direct offering are being

made only by means of a prospectus supplement that forms a part of the registration statement. A final prospectus supplement and an accompanying

base prospectus relating to the registered direct offering will be filed with the SEC and will be available on the SEC's website

located at http://www.sec.gov. Electronic copies of the final prospectus supplement and accompanying base prospectus, when available,

may also be obtained 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.

The offer and sale of the unregistered warrants

in the concurrent private placement are being made in a transaction not involving a public offering and have not been registered under

Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Rule 506(b) of Regulation D promulgated

thereunder and, along with the shares of Class A common stock underlying such unregistered warrants, have not been registered under the

Securities Act or applicable state securities laws. Accordingly, the unregistered warrants offered in the private placement and the underlying

shares of Class A common stock may not be reoffered or resold 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 does 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.

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 Lomecel-B ,

an allogeneic medicinal signaling cell (MSC) therapy product isolated from the bone marrow of young, healthy adult donors. Lomecel-B

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, and Aging-related Frailty. Lomecel-BTM development

programs have received five separate and distinct FDA designations: for the HLHS program - Orphan Drug designation, Fast Track designation,

and Rare Pediatric Disease designation; and, for the Alzheimer's Disease 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 risks and uncertainties that could cause actual results to differ materially from those anticipated

by the statements made herein. Forward-looking statements are generally identifiable by the use of forward-looking terminology such as

"believe," "expects," "may," "looks to," "will," "should," "plan,"

"intend," "on condition," "target," "see," "potential," "estimates,"

"preliminary," or "anticipates" 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 and the anticipated use of proceeds from the therefrom.

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 limited operating history and lack of products approved for

commercial sale; adverse global conditions, including macroeconomic uncertainty; inability to raise additional capital necessary to continue

as a going concern; our history of losses and inability to achieve profitability going forward; the absence of FDA-approved allogenic,

cell-based therapies for Aging-related Frailty, Alzheimer's Disease, or other aging-related conditions, or for HLHS or other cardiac-related

indications; ethical and other concerns surrounding the use of stem cell therapy or human tissue; our exposure to product liability claims

arising from the use of our product candidates or future products in individuals, for which we may not be able to obtain adequate product

liability insurance; the adequacy of our trade secret and patent position to protect our product candidates and their uses: others could

compete against us more directly, which could harm our business and have a material adverse effect on our business, financial condition,

and results of operations; if certain license agreements are terminated, our ability to continue clinical trials and commercially market

products could be adversely affected; the inability to protect the confidentiality of our proprietary information, trade secrets, and

know-how; third-party claims of intellectual property infringement may prevent or delay our product development efforts; intellectual

property rights do not necessarily address all potential threats to our competitive advantage; the inability to successfully develop and

commercialize our product candidates and obtain the necessary regulatory approvals; we cannot market and sell our product candidates in

the U.S. or in other countries if we fail to obtain the necessary regulatory approvals; final marketing approval of our product candidates

by the FDA or other regulatory authorities for commercial use may be delayed, limited, or denied, any of which could adversely affect

our ability to generate operating revenues; we may not be able to secure and maintain research institutions to conduct our clinical trials;

ongoing healthcare legislative and regulatory reform measures may have a material adverse effect on our business and results of operations;

if we receive regulatory approval of Lomecel-B or any of our other product candidates, we will be subject to ongoing regulatory

requirements and continued regulatory review, which may result in significant additional expense; being subject to penalties if we fail

to comply with regulatory requirements or experience unanticipated problems with our therapeutic candidates; reliance on third parties

to conduct certain aspects of our preclinical studies and clinical trials; interim, "topline" and preliminary data from our

clinical trials that we announce or publish from time to time may change as more data become available and are subject to audit and verification

procedures that could result in material changes in the final data; the volatility of our Class A common stock; we could lose our listing

on the Nasdaq Capital Market; provisions in our certificate of incorporation and bylaws and Delaware law might discourage, delay or prevent

a change in control of our company or changes in our management and, therefore, depress the market price of our Class A common stock;

we have never commercialized a product candidate before and may lack the necessary expertise, personnel and resources to successfully

commercialize any products on our own or together with suitable collaborators; and in order to successfully implement our plans and strategies,

we will need to grow our organization, and we may experience difficulties in managing this growth. 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 SEC,

including Longeveron's Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 27, 2024,

as amended by the Annual Report on Form 10-K/A filed March 11, 2024, its Quarterly Reports on Form 10-Q, and its Current Reports on Form

8-K. The forward-looking statements contained in this press release are made as of the date of this press release, 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.

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