Longeveron (LGVN) Exercises $4.4M Worth of Warrants

Longeveron Inc. (NASDAQ: LGVN) today announced that it has entered into definitive agreements for the 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 are expected to be approximately $4.4 million, prior to deducting placement agent fees and estimated offering expenses payable by the Company.

H.C. Wainwright & Co. is acting 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 will issue new unregistered warrants to purchase up to an aggregate of 3,395,782 shares of Class A common stock. The new warrants will be immediately exercisable at an exercise price of $2.50 per share and will have a term of twenty-four months from the date of issuance.

The offering is expected to close on or about June 18, 2024, subject to satisfaction of customary closing conditions. 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.

The new warrants described above are being 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.

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