Longeveron (LGVN) Files for Share and Warrant Offering

Longeveron (NASDAQ: LGVN) has filed the following:

We are offering up to 2,461,538 shares of our Class A Common Stock (the “Class A common stock”) together with Class A common warrants to purchase up to 2,461,538 shares of Class A common stock (the “Class A common warrants”). Each share of our Class A common stock, or a pre-funded warrant in lieu thereof, is being sold together with a Class A common warrant to purchase one share of our Class A common stock. The shares of Class A common stock and Class A common warrants are immediately separable and will be issued separately in this offering but must be purchased together in this offering. The assumed combined public offering price for each share of Class A common stock and accompanying Class A common warrant is $3.25, which is equal to the closing price of our Class A common stock on the Nasdaq Capital Market on March 28, 2024. Each Class A common warrant will have an exercise price per share of $ , will be exercisable upon issuance and have a term of years from the date of issuance.

We are also offering to each purchaser whose purchase of shares of our Class A common stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of our outstanding shares of Class A common stock immediately following consummation of this offering, the opportunity to purchase, if the purchaser so chooses, pre-funded warrants (the “pre-funded warrants”) to purchase shares of Class A common stock, or the pre-funded warrants, in lieu of shares of Class A common stock. Each pre-funded warrant will be exercisable for one share of our Class A common stock. The purchase price of each pre-funded warrant and accompanying Class A common warrant will equal the price per share of Class A common stock and accompanying Class A common warrant being sold to the public in this offering, minus $0.001, and the exercise price of each pre-funded warrant will be $0.001 per share. For each pre-funded warrant that we sell, the number of shares of our Class A common stock that we are offering will be decreased on a one-for-one basis. This offering also relates to the shares of Class A common stock issuable upon exercise of the Class A common warrants and the pre-funded warrants.

This offering will terminate on May 15, 2024, unless we decide to terminate the offering (which we may do at any time in our discretion) prior to that date. We will have one closing for all the securities purchased in this offering. The combined public offering price per share (or pre-funded warrant) and Class A common warrant will be fixed for the duration of this offering.

On March 26, 2024, we amended our Certificate of Incorporation to effect the Reverse Split. All share and per share data, option numbers, warrant numbers, and other derivative security numbers and exercise prices in this prospectus give effect to the Reverse Split. Our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”) on February 27, 2024, as amended on Form 10-K/A and filed with the SEC on March 11, 2024, and all other information and documents incorporated by reference into this prospectus that were filed prior to March 19, 2024, do not give effect to the Reverse Split.

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