Longeveron closes USD 2.36M registered direct offering

Longeveron Inc. announced the closing of its previously announced registered direct offering, priced at-the-market under Nasdaq rules, for the purchase and sale of 1,355,301 shares of its Class A common stock at a purchase price of $1.745 per share and associated warrant. In a concurrent private placement, Longeveron issued unregistered warrants to purchase up to an aggregate of 1,355,301 shares of its common stock. The warrants have an exercise price of $1.62 per share, are exercisable immediately upon issuance and have a term of five and one-half (5.5) years from the date of issuance.

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

The gross proceeds to Longeveron from the offering are approximately $2.36 million, before deducting the placement agent’s fees and other offering expenses payable by the Company. Longeveron currently intends to use the net proceeds from the offering for working capital and general corporate purposes.

The shares of common stock offered in the registered direct offering (but excluding the unregistered warrants offered in the concurrent private placement and the shares of common stock underlying such unregistered warrants) were offered and sold by Longeveron in connection with a takedown from the Company’s 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 common stock 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 an accompanying base prospectus relating to the registered direct offering was filed with the SEC on December 22, 2023. Electronic copies of the final prospectus supplement and accompanying base 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 [email protected].

The warrants described above were issued in a 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 unregistered 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.
MB Bureau