Longeveron Announces Closing of $9.0 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules
Longeveron Inc. (NASDAQ: LGVN) has closed a $9.0 million registered direct offering priced at-the-market under Nasdaq rules. The company issued 2,236,026 shares of Class A common stock (or equivalents) at $4.025 per share. In a concurrent private placement, LGVN issued unregistered warrants to purchase up to 2,236,026 shares at $3.90 per share, exercisable for 24 months. H.C. Wainwright & Co. acted as the exclusive placement agent. Longeveron plans to use the net proceeds for clinical and regulatory development of Lomecel-B™, focusing on HLHS and Alzheimer's disease treatments, regulatory approvals, capital expenditures, and working capital.
Longeveron Inc. (NASDAQ: LGVN) ha concluso un'offerta diretta registrata di 9,0 milioni di dollari, valutata al mercato secondo le normative Nasdaq. L'azienda ha emesso 2.236.026 azioni di classe A a un prezzo di 4,025 dollari per azione. In concomitanza, LGVN ha emesso in una collocazione privata warrants non registrati per l'acquisto di fino a 2.236.026 azioni a 3,90 dollari per azione, esercitabili per 24 mesi. H.C. Wainwright & Co. ha agito come esclusivo agente di collocamento. Longeveron prevede di utilizzare il ricavato netto per lo sviluppo clinico e regolatorio di Lomecel-B™, concentrandosi sui trattamenti per HLHS e la malattia di Alzheimer, approvazioni regolatorie, spese in conto capitale e capitale circolante.
Longeveron Inc. (NASDAQ: LGVN) ha cerrado una oferta directa registrada de 9.0 millones de dólares, valorada a precio de mercado según las reglas de Nasdaq. La compañía emitió 2,236,026 acciones comunes de Clase A a un precio de 4.025 dólares por acción. En una colocación privada concurrente, LGVN emitió opciones no registradas para comprar hasta 2,236,026 acciones a 3.90 dólares por acción, que se pueden ejercer durante 24 meses. H.C. Wainwright & Co. actuó como el agente de colocación exclusivo. Longeveron planea utilizar los ingresos netos para el desarrollo clínico y regulatorio de Lomecel-B™, enfocándose en tratamientos para HLHS y la enfermedad de Alzheimer, aprobaciones regulatorias, gastos de capital y capital de trabajo.
Longeveron Inc. (NASDAQ: LGVN)는 나스닥 규정에 따라 시장 가격으로 가격 책정된 900만 달러 규모의 등록된 직접 공모를 완료했습니다. 회사는 주당 4.025달러에 2,236,026주의 A 클래스 보통주(또는 동등물)를 발행했습니다. 동시 진행된 사모 배급에서 LGVN은 2,236,026주를 주당 3.90 달러에 구매할 수 있는 등록되지 않은 워런트를 발행하였으며, 이는 24개월 동안 행사할 수 있습니다. H.C. Wainwright & Co.는 전속 배급 대행사로 활동했습니다. Longeveron은 Lomecel-B™의 임상 및 규제 개발을 위해 순수한 수익을 사용할 계획이며, HLHS 및 알츠하이머병 치료, 규제 승인, 자본 지출 및 운영 자본에 중점을 둡니다.
Longeveron Inc. (NASDAQ: LGVN) a clôturé une offre directe enregistrée de 9,0 millions de dollars, tarifée au prix du marché conformément aux règles de Nasdaq. L'entreprise a émis 2 236 026 actions ordinaires de Classe A au prix de 4,025 dollars par action. Dans le cadre d'un placement privé concomitant, LGVN a émis des bons de souscription non enregistrés pour acheter jusqu'à 2 236 026 actions à 3,90 dollars par action, exerçables pendant 24 mois. H.C. Wainwright & Co. a agi en tant qu'agent de placement exclusif. Longeveron prévoit d'utiliser le produit net pour le développement clinique et réglementaire de Lomecel-B™, en se concentrant sur les traitements de HLHS et de la maladie d'Alzheimer, les approbations réglementaires, les dépenses en capital et le fonds de roulement.
Longeveron Inc. (NASDAQ: LGVN) hat ein registriertes Direktangebot über 9,0 Millionen Dollar abgeschlossen, das nach den Nasdaq-Regeln zum Marktpreis bewertet wurde. Das Unternehmen hat 2.236.026 Aktien der Klasse A zu einem Preis von 4,025 Dollar pro Aktie ausgegeben. In einer gleichzeitig durchgeführten Privatplatzierung hat LGVN nicht registrierte Warrants ausgegeben, um bis zu 2.236.026 Aktien zu einem Preis von 3,90 Dollar pro Aktie zu erwerben, die 24 Monate lang ausgeübt werden können. H.C. Wainwright & Co. fungierte als exklusiver Platzierungsagent. Longeveron plant, die Nettomittel für die klinische und regulatorische Entwicklung von Lomecel-B™ zu verwenden, mit Schwerpunkt auf der Behandlung von HLHS und Alzheimer-Krankheit, regulatorischen Genehmigungen, Investitionsausgaben und Betriebskapital.
- Raised $9.0 million in gross proceeds through a registered direct offering
- Issued additional unregistered warrants in a concurrent private placement
- Funds to be used for clinical and regulatory development of Lomecel-B™ for HLHS and Alzheimer's disease
- Potential dilution of existing shareholders due to new share issuance
- Warrants issued at $3.90 per share, below the offering price of $4.025
The recent news from Longeveron Inc. about the closing of a $
From a valuation perspective, the issuance of 2,236,026 shares at $4.025 each indicates investor confidence at this price level, potentially stabilizing the stock price. However, the issuance of unregistered warrants at $3.90, which are immediately exercisable, suggests potential near-term dilution, which could put downward pressure on the share price if exercised en masse.
For retail investors, it's important to understand the impact of stock dilution and warrants. While the immediate cash infusion is positive, the increased share count can dilute existing shareholders' equity. Nonetheless, if the funds are effectively utilized in progressing key clinical trials, the long-term upside could outweigh the short-term dilution concerns.
From a market sentiment standpoint, Longeveron's successful capital raise signals investor confidence in the company's pipeline, particularly in its lead product, Lomecel-B™. This product is being developed for high-impact indications like HLHS (Hypoplastic Left Heart Syndrome) and Alzheimer's disease, both of which have significant market potential. The biotechnology and regenerative medicine sectors are highly competitive and companies that can secure funding for advanced trials often enjoy a positive market perception.
However, it's important to note that market dynamics in biotech are highly volatile and heavily reliant on clinical outcomes and regulatory milestones. Investors should keep a close eye on upcoming trial results and FDA communications, as these will be key drivers of stock performance. The concurrent private placement of unregistered warrants adds an element of complexity, as it indicates ongoing efforts to attract sophisticated investors willing to take on higher risk for potential high reward.
Overall, the market sentiment towards Longeveron appears cautiously optimistic, bolstered by the successful fundraising but tempered by the inherent risks associated with clinical-stage biotech ventures.
MIAMI, July 19, 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 the closing of its previously announced registered direct offering priced at-the-market under Nasdaq rules, 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. acted as the exclusive placement agent for the offering.
The gross proceeds to the Company from the offering were 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) were 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) in the registered direct offering were 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 were filed with the SEC and are 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 placements@hcwco.com.
The offer and sale of the unregistered warrants in the concurrent private placement were 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-B™ 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 anticipated use of proceeds from the offering. 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 and Media Contact
Derek Cole
Investor Relations Advisory Solutions
derek.cole@iradvisory.com
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