Longeveron (LGVN) Announces 1.36M Share Offering at $1.62/sh

Longeveron Inc. (NASDAQ: LGVN) today announced that it has entered into a definitive agreement for the issuance and sale of an aggregate of 1,355,301 of its shares of common stock at a purchase price of $1.62 per share in a registered direct offering priced at-the-market under Nasdaq rules. In a concurrent private placement, Longeveron has also agreed to issue and sell unregistered warrants to purchase up to an aggregate of 1,355,301 shares of its common stock. The warrants will have an exercise price $1.62 per share, will become exercisable immediately upon issuance and have a term of five and one-half (5.5) years from the date of issuance. The offering is expected to close on or about December 26, 2023, 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 Longeveron from the offering are expected to be 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) 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 common stock 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 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 [email protected].

The offer and sale of the unregistered warrants in the 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 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 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 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 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 jurisdiction.

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