Longeveron Inc. (NASDAQ: LGVN) (“Longeveron” or
the “Company”), a clinical stage regenerative medicine
biotechnology company developing cellular therapies for rare,
life-threatening and chronic aging-related conditions, today
announced the closing of its previously announced exercise of
certain existing warrants to purchase an aggregate of 1,697,891
shares of its Class A common stock having an exercise price of
$2.35 per share, originally issued in April 2024. The resale of the
shares of Class A common stock issuable upon exercise of the
existing warrants is registered pursuant to an effective
registration statement on Form S-1 (File No. 333-278995). The gross
proceeds to the Company from the exercise of the existing warrants
were approximately $4.4 million, prior to deducting placement agent
fees and estimated offering expenses payable by the Company.
H.C. Wainwright & Co. acted as the exclusive
placement agent for the offering.
In consideration for the immediate exercise of
the existing warrants for cash and the payment of $0.125 per new
warrant, the Company issued new unregistered warrants to purchase
up to an aggregate of 3,395,782 shares of Class A common stock. The
new warrants are immediately exercisable at an exercise price of
$2.50 per share and have a term of twenty-four months from the date
of issuance.
The Company intends to use the net proceeds from
the transaction 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 new warrants described above were offered 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 Class A common
stock issuable upon exercise of the new warrants, have not been
registered under the Securities Act, or applicable state securities
laws. Accordingly, the new warrants issued in the private placement
and the shares of Class A common stock underlying the new warrants
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. The Company has agreed to file a
registration statement with the Securities and Exchange Commission
covering the resale of the shares of Class A common stock issuable
upon the exercise of the new warrants.
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. 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, the
potential for Lomecel-B™ to be a beneficial treatment for patients
with HLHS and include, but are not limited to, the anticipated use
of proceeds from the private placement. 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, 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 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; 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;
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 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.
Investor ContactDerek
ColeInvestor Relations Advisory
Solutionsderek.cole@iradvisory.com
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