Full Press Release Details
Announces Pricing of $5.25 Million Public Offering
April 08, 2024 (GLOBE NEWSWIRE) -- Longeveron Inc. (NASDAQ: LGVN) ("Longeveron" or "Company"), 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, today announced the pricing of a public offering of 2,234,043
shares of the Company's Class A common stock (or pre-funded warrants in lieu thereof) and warrants to purchase up to 2,234,043
shares of Class A common stock at a combined offering price of $2.35 per share (or per pre-funded warrant in lieu thereof) and associated
warrant. The warrants will have an exercise price of $2.35 per share and will be immediately exercisable upon issuance for a period of
five years following the date of issuance. The closing of the offering is expected to occur on or about April 10, 2024, subject to the
satisfaction of customary closing conditions.
Wainwright & Co. is acting as the exclusive placement agent for the offering.
gross proceeds to the Company from the offering are expected to be approximately $5.25 million, before deducting the placement agent's
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.
board members and insiders of the Company have indicated an interest in participating in the offering in an aggregate amount of up to
$750,000, at the same terms and conditions.
securities described above are being offered pursuant to a registration statement on Form S-1 (File No. 333-278073) originally filed
with the Securities and Exchange Commission ("SEC") on March 19, 2024, as amended, and became effective on April 8, 2024.
The offering is being made only by means of a prospectus, which forms a part of the effective registration statement. A preliminary prospectus
relating to the public offering has been filed with the SEC and is available on the SEC's website located at http://www.sec.gov.
When available, electronic copies of the final prospectus may be obtained for free on the SEC's website located at http://www.sec.gov and
may also be obtained, when available, 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.
Company also has agreed to amend certain existing warrants at an exercise price of $16.50 per share, previously issued in October 2023,
to purchase up to an aggregate of (i) 242,425 shares of the Company's Class A common stock with an expiration date of April 13,
2029, such that the amended warrants will have a reduced exercise price of $2.35 per share and will expire eighteen months following
the closing of the offering, and (ii) 242,425 shares of the Company's Class A common stock with an expiration date of April 14,
2025, such that the amended warrants will have a reduced exercise price of $2.35 per share and will expire five and one-half years following
the closing of the offering, in each case, for $0.125 per amended warrant, effective upon the closing of the offering.
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.
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 advancing Lomecel-B through clinical trials in three indications: hypoplastic left heart syndrome (HLHS), Alzheimer's
disease, and Aging-related Frailty. Additional information about the Company is available at www.longeveron.com.
statements in this letter 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 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, AD, 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 price
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 Securities and Exchange Commission, including Longeveron's Annual Report
on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission 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 letter 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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