Longeveron Announces $9.0 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules
Longeveron Inc. (NASDAQ: LGVN) has announced a $9.0 million registered direct offering priced at-the-market under Nasdaq rules. The company will issue and sell 2,236,026 shares of Class A common stock at $4.025 per share. Additionally, in a concurrent private placement, Longeveron will issue unregistered warrants to purchase up to 2,236,026 shares of Class A common stock at $3.90 per share, exercisable for 24 months.
The offering is expected to close on July 19, 2024. H.C. Wainwright & Co. is acting as the exclusive placement agent. Longeveron plans to use the net proceeds for clinical and regulatory development of Lomecel-B™, obtaining regulatory approvals, capital expenditures, working capital, and other corporate purposes.
- Raised $9.0 million in gross proceeds to fund ongoing clinical and regulatory development
- Offering priced at-the-market, potentially indicating investor confidence
- Warrants issued with exercise price of $3.90, slightly below the offering price, potentially incentivizing future investment
- Dilution of existing shareholders due to issuance of new shares
- Unregistered warrants may lead to further dilution if exercised
- Offering expenses will reduce the net proceeds available for company use
The direct offering of
However, investors should be aware that such offerings can suggest the company is in need of immediate capital to fund ongoing operations, which might raise concerns about its cash flow and current financial health. It's important to monitor how effectively Longeveron utilizes these funds to advance its pipeline and achieve key milestones, especially in high-stakes areas like Alzheimer’s disease treatment. The success of these developments will heavily influence stock performance in the coming years.
Longeveron’s direct offering is a noteworthy event in the biotech sector, particularly for companies developing regenerative medicine therapies. The company’s focus on Lomecel-B™ for conditions like HLHS and Alzheimer’s taps into significant market needs. The use of a ‘shelf’ registration statement expedites the fundraising process, allowing for quicker deployment of capital into research and development. This approach is common in biotech, where timely funding can accelerate progress and improve competitive positioning.
Investors should consider the competitive landscape and the regulatory path for Lomecel-B™. FDA approvals in these therapeutic areas are not only clinically challenging but also involve rigorous and costly processes. The successful attainment of these milestones can lead to substantial market opportunities; however, the high risk of clinical trial failures should also be factored into investment decisions.
The legal framework surrounding this offering is robust, with the company leveraging a ‘shelf’ registration statement under Form S-3, previously declared effective by the SEC. This compliance ensures transparency and adheres to regulatory standards, which is reassuring for investors. The concurrent private placement of unregistered warrants under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D indicates a strategic move to attract sophisticated investors who are familiar with the associated risks and benefits.
It's important for retail investors to understand that the unregistered warrants and underlying shares cannot be freely resold in the U.S. without meeting registration requirements or qualifying for an exemption. This could impact liquidity and trading dynamics of the stock. Ensuring that all legal conditions are satisfied for the closing of the offering minimizes potential legal risks and underscores the company's adherence to high standards of corporate governance.
MIAMI, July 18, 2024 (GLOBE NEWSWIRE) -- Longeveron Inc. (NASDAQ: LGVN) (“Longeveron” or the “Company”), a clinical stage regenerative medicine biotechnology company developing cellular therapies for life-threatening and chronic aging-related conditions, today announced that it has entered into definitive agreements for the issuance and sale of an aggregate of 2,236,026 shares of its Class A common stock (or common stock equivalents in lieu thereof) at a purchase price of
H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.
The gross proceeds to the Company from the offering are expected to be approximately
The shares of Class A common stock (or common stock equivalents) offered in the registered direct offering (but excluding the unregistered warrants offered in the concurrent private placement and the shares of Class A 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 Class A common stock (or common stock equivalents) 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, when available, 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 placements@hcwco.com.
The offer and sale of the unregistered warrants in the concurrent 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 Class A 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 Class A 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 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. Lomecel-BTM development programs have received five separate and distinct FDA designations: for the HLHS program - Orphan Drug designation, Fast Track designation, and Rare Pediatric Disease designation; and, for the Alzheimer’s Disease program - Regenerative Medicine Advanced Therapy (RMAT) designation and Fast Track designation. 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, statements regarding the completion of the offering, the satisfaction of customary closing conditions related to the offering and the anticipated use of proceeds from the therefrom. 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; our limited operating history and lack of products approved for commercial sale; 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 Aging-related Frailty, Alzheimer’s Disease, or other aging-related conditions, or 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; intellectual property rights do not necessarily address all potential threats to our competitive advantage; 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; the volatility of our Class A common stock; we could lose our listing on the Nasdaq Capital Market; 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 SEC, including Longeveron’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC 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 Contact
Derek Cole
Investor Relations Advisory Solutions
derek.cole@iradvisory.com
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