Longeveron Announces Closing of $2.36 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules
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Insights
Longeveron Inc.'s recent capital-raising initiative through a registered direct offering and concurrent private placement of warrants is a strategic move to bolster the company's financial position. The gross proceeds of approximately $2.36 million, before fees and expenses, indicate an infusion of capital that is likely to be allocated towards working capital and general corporate purposes. This capital raise is indicative of the company's proactive approach to funding its ongoing research and development activities in the biotechnology sector, specifically targeting aging-related conditions.
From a financial perspective, the offering price of $1.745 per share and the exercise price of the warrants at $1.62 per share provide insights into the company's valuation from the investors' viewpoint. The immediate exercisability of the warrants, coupled with a 5.5-year term, presents a potential future cash inflow if the warrants are exercised, albeit at a discounted rate compared to the offering price. This scenario could dilute current shareholders' equity but also reflects investor confidence in Longeveron's long-term prospects.
The biotechnology landscape is highly competitive, with numerous companies vying for capital to advance their clinical programs. Longeveron's focus on conditions such as hypoplastic left heart syndrome, Alzheimer’s disease and aging-related frailty places it within a niche yet growing segment of the market that addresses significant unmet medical needs. The successful closing of this capital raise demonstrates the ability of Longeveron to secure funding, which is crucial for sustaining its pipeline of cellular therapies.
Understanding the implications of this financial move requires an analysis of the company's current stage of development. As a clinical-stage company, Longeveron's value is largely driven by its potential to successfully bring therapies to market. The funds raised may accelerate the progress of clinical trials and other research initiatives, which, if successful, could significantly enhance the company's market position and future revenue streams. Stakeholders should monitor the deployment of the raised capital for signs of efficient use and progress towards clinical milestones.
Compliance with securities regulations is paramount in offerings of this nature. Longeveron's reliance on a shelf registration statement and the issuance of a final prospectus supplement are standard procedures ensuring regulatory adherence and transparency for investors. The private placement of warrants under Section 4(a)(2) and Regulation D of the Securities Act exempts the company from registering the securities, which streamlines the process but limits the potential pool of investors to accredited entities.
It is important to note that the unregistered nature of the warrants implies restrictions on their immediate resale, which could affect their liquidity. Investors should be aware of the legal framework governing these securities, including the conditions under which they may be exercised or sold. The legal intricacies of such transactions can have implications for both the company and the warrant holders, particularly regarding future registration rights or resale limitations.
MIAMI, Dec. 22, 2023 (GLOBE NEWSWIRE) -- Longeveron Inc. (NASDAQ: LGVN) (“Longeveron” or “Company”), a clinical stage biotechnology company developing cellular therapies for life-threatening and chronic aging-related conditions such as hypoplastic left heart syndrome (HLHS), Alzheimer’s disease and Aging-related Frailty, today 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 (“common stock”) at a purchase price of
H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.
The gross proceeds to Longeveron from the offering are approximately
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 placements@hcwco.com.
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.
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 advancing Lomecel-B™ through clinical trials in three indications: hypoplastic left heart syndrome (HLHS), Alzheimer’s disease, and Aging-related Frailty. Additional information about the Company is available at www.longeveron.com.
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. 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, the anticipated use of proceeds from the offering, as well as statements about the ability of Longeveron’s clinical trials to demonstrate safety and efficacy of the Company’s product candidates, and other positive results; the timing and focus of the Company’s ongoing and future preclinical studies and clinical trials and the reporting of data from those studies and trials; the size of the market opportunity for the Company’s product candidates, including its estimates of the number of patients who suffer from the diseases being targeted; the success of competing therapies that are or may become available; the beneficial characteristics, safety, efficacy and therapeutic effects of the Company’s product candidates; the Company’s ability to obtain and maintain regulatory approval of its product candidates in the U.S., Japan and other jurisdictions; the Company’s plans relating to the further development of its product candidates, including additional disease states or indications it may pursue; the Company’s plans and ability to obtain or protect intellectual property rights, including extensions of existing patent terms where available and its ability to avoid infringing the intellectual property rights of others; the need to hire additional personnel and the Company’s ability to attract and retain such personnel; the Company’s estimates regarding expenses, future revenue, capital requirements and needs for additional financing; the Company’s need to raise additional capital, and the difficulties it may face in obtaining access to capital, and the dilutive impact it may have on its investors; market and other conditions; the Company’s financial performance and ability to continue as a going concern, and the period over which it estimates its existing cash and cash equivalents will be sufficient to fund its future operating expenses and capital expenditure requirements. 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, 2022, filed with the Securities and Exchange Commission on March 14, 2023 and its Quarterly Reports on Form 10-Q filed with the SEC. 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
Mike Moyer
LifeSci Advisors
Tel: 617-308-4306
Email: mmoyer@lifesciadvisors.com
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