Longeveron Inc. Files 8-K: Material Definitive Agreement

TL;DR

Longeveron Inc. signed a material definitive agreement on April 8, 2024.

AI Summary

Longeveron Inc. announced on April 8, 2024, that it entered into a Material Definitive Agreement. The filing also includes other events and financial statements and exhibits. The company is incorporated in Delaware and headquartered in Miami, Florida.

Why It Matters

This 8-K filing indicates Longeveron Inc. has entered into a significant agreement, which could impact its business operations and future financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood, requiring further investigation.

Key Players & Entities

• Longeveron Inc. (company) — Registrant
• April 8, 2024 (date) — Date of earliest event reported
• Miami, Florida (location) — Principal executive offices location
• Delaware (location) — State of incorporation

FAQ

Key Financial Figures

• $0.001 — hich registered Class A Common Stock, $0.001 par value per share LGVN The Nasdaq
• $2.35 — The combined public offering price was $2.35 per Share and related Common Warrant an
• $2.349 — er Share and related Common Warrant and $2.349 per Pre-Funded Warrant and related Comm
• $5.20 million — ny from the offering were approximately $5.20 million (assuming the full exercise of the Pre-
• $2.9375 — arrants have an exercise price equal to $2.9375 per share and have a term of five years
• $16.50 — of common stock at an exercise price of $16.50 per share, issued on October 13, 2023 a
• $0.125 — ch case for a payment to the Company of $0.125 per amended warrant, for aggregate gros
• $60,606 — t, for aggregate gross consideration of $60,606.25, prior to deducting the Placement Ag

Filing Documents

• ea0203594-8k_longeveron.htm (8-K) — 50KB
• ea020359401ex4-1_longeveron.htm (EX-4.1) — 116KB
• ea020359401ex4-2_longeveron.htm (EX-4.2) — 104KB
• ea020359401ex4-3_longeveron.htm (EX-4.3) — 102KB
• ea020359401ex10-1_longeveron.htm (EX-10.1) — 205KB
• ea020359401ex10-2_longeveron.htm (EX-10.2) — 9KB
• ea020359401ex99-1_longeveron.htm (EX-99.1) — 18KB
• ea020359401ex99-2_longeveron.htm (EX-99.2) — 14KB
• ex99-1_001.jpg (GRAPHIC) — 2KB
• 0001213900-24-032239.txt ( ) — 946KB
• lgvn-20240408.xsd (EX-101.SCH) — 3KB
• lgvn-20240408_lab.xml (EX-101.LAB) — 33KB
• lgvn-20240408_pre.xml (EX-101.PRE) — 22KB
• ea0203594-8k_longeveron_htm.xml (XML) — 4KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2024 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 1951 NW 7th Avenue , Suite 520 , Miami , Florida 33136 (Address of principal executive offices) Registrant's telephone number, including area code: ( 305 ) 909-0840 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A Common Stock, $0.001 par value per share LGVN The Nasdaq Capital Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter) Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item1.01. Entry into a Material Definitive Agreement. On April 8, 2024, Longeveron Inc. (the "Company") commenced a public offering (the "Offering") of up to (i) 661,149 shares (the "Shares") of the Company's Class A common stock, par value $0.001 per share (the "Common Stock"), and (ii) pre-funded warrants to purchase up to an aggregate 1,572,894 shares of Common Stock (the "Pre-Funded Warrants"). The Shares and Pre-Funded Warrants were sold together with warrants to purchase up to an aggregate of 2,234,043 shares of Common Stock (the "Common Warrants"). Certain institutional investors purchasing securities as part of the Offering entered into a securities purchase agreement with the Company (the "Purchase Agreement"), dated as of April 8, 2024. The combined public offering price was $2.35 per Share and related Common Warrant and $2.349 per Pre-Funded Warrant and related Common Warrant. The Offering closed on April 10, 2024. The gross proceeds to the Company from the offering were approximately $5.20 million (assuming the full exercise of the Pre-Funded Warrants), before deducting the placement agent's fees and other offering expenses payable by the Company. 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 and other general corporate purposes. at a nominal consideration of $0.001 per share of Common Stock at any time until all of the Pre-Funded Warrants are exercised in full. The Common Warrants are immediately exercisable and expire five years from the date of issuance. Generally, a holder will not have the right to exercise any portion of the Common Warrants or the Pre-Funded Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99% or 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Common Warrants or the Pre-Funded Warrants, as applicable. However, upon notice from the holder to the Company, the holder may increase the beneficial ownership limitation, which may not exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Common Warrants or the Pre-Funded Warrants, respectively, provided that any increase in the beneficial ownership limitation will not take effect until 61 days following notice to the Company. Further, these limitations are not included in one Common Warrant issued to one purchaser affiliated with the Company and whose holdings as of the closing date of the offering are in excess of 9.99%. Concurrently with the closing of the Offering, certain purchasers have elected to exercise Pre-Funded Warrants to purchase 1,318,362 shares of Common Stock. As compensation to H.C. Wainwright & Co., LLC (the "Placement Agent"), pursuant to an engagement letter, d

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View this 8-K filing on SEC EDGAR