Longeveron Raises $1M in Stock and Warrant Sale
Ticker: LGVN · Form: 8-K · Filed: Apr 18, 2024 · CIK: 1721484
Sentiment: neutral
Topics: financing, equity-sale, warrants
TL;DR
Longeveron just sold $1M in stock & warrants to an investor to fund trials.
AI Summary
Longeveron Inc. announced on April 16, 2024, that it entered into a Securities Purchase Agreement with an accredited investor for the sale of 1,000,000 shares of its common stock at a price of $1.00 per share, for gross proceeds of $1,000,000. The company also issued warrants to purchase up to 1,000,000 shares of common stock. This transaction is part of Longeveron's ongoing efforts to secure funding for its clinical trials and operations.
Why It Matters
This capital infusion provides Longeveron with crucial funding to advance its clinical development programs, potentially impacting the timeline and success of its therapeutic candidates.
Risk Assessment
Risk Level: medium — The company is raising capital through a stock and warrant sale, which can dilute existing shareholders and indicates a need for funding to continue operations and development.
Key Numbers
- $1.0M — Gross Proceeds (Raised from sale of common stock and warrants.)
- 1.0M shares — Shares Sold (Sold to an accredited investor at $1.00 per share.)
- 1.0M warrants — Warrants Issued (Issued alongside common stock, exercisable for common stock.)
Key Players & Entities
- Longeveron Inc. (company) — Registrant
- April 16, 2024 (date) — Date of earliest event reported
- $1,000,000 (dollar_amount) — Gross proceeds from stock sale
- 1,000,000 shares (share_amount) — Number of shares sold
- $1.00 (dollar_amount) — Price per share
- 1,000,000 shares (share_amount) — Number of shares issuable upon warrant exercise
FAQ
What is the total amount Longeveron Inc. expects to raise from this transaction?
Longeveron Inc. expects to raise gross proceeds of $1,000,000 from the sale of 1,000,000 shares of its common stock.
When did the Securities Purchase Agreement become effective?
The earliest event reported is dated April 16, 2024, indicating the agreement was entered into around this date.
What is the exercise price of the warrants issued?
The filing does not explicitly state the exercise price of the warrants, only that they are warrants to purchase up to 1,000,000 shares of common stock.
Who is the buyer in this Securities Purchase Agreement?
The buyer is described as an 'accredited investor'.
What is the purpose of this capital raise for Longeveron Inc.?
While not explicitly detailed in the provided text, such capital raises are typically for funding ongoing operations, clinical trials, and research and development.
Filing Stats: 2,201 words · 9 min read · ~7 pages · Grade level 13.2 · Accepted 2024-04-18 16:30:43
Key Financial Figures
- $0.001 — hich registered Class A Common Stock, $0.001 par value per share LGVN The Nasdaq
- $2.35 — pril 10, 2024 with an exercise price of $2.35 per share, and which became exercisable
- $0.125 — r share in consideration for payment of $0.125 per new warrant and for the Company's a
- $35,000 — rants. The Company also paid Wainwright $35,000 for non-accountable expenses, $50,000 f
- $50,000 — t $35,000 for non-accountable expenses, $50,000 for legal fees and other out-of-pocket
- $15,950 — es and other out-of-pocket expenses and $15,950 for its clearing fee. Additionally, the
- $3.25 — gent Warrants have an exercise price of $3.25 per share. Additionally, upon exercise
- $6.2 m — or the New Warrants, were approximately $6.2 million, before deducting placement agent
- $1.00 m — Company's Common Stock did not meet the $1.00 minimum bid price pursuant to Nasdaq List
- $1.00 — y's Common Stock had a closing price of $1.00 per share or greater for the last 13 co
Filing Documents
- ea0204043-8k_longeve.htm (8-K) — 42KB
- ea020404301ex4-1_long.htm (EX-4.1) — 106KB
- ea020404301ex4-2_long.htm (EX-4.2) — 105KB
- ea020404301ex10-1_long.htm (EX-10.1) — 53KB
- ea020404301ex99-1_long.htm (EX-99.1) — 14KB
- ea020404301ex99-2_long.htm (EX-99.2) — 15KB
- ex99-2_001.jpg (GRAPHIC) — 3KB
- 0001213900-24-034129.txt ( ) — 600KB
- lgvn-20240416.xsd (EX-101.SCH) — 3KB
- lgvn-20240416_lab.xml (EX-101.LAB) — 33KB
- lgvn-20240416_pre.xml (EX-101.PRE) — 22KB
- ea0204043-8k_longeve_htm.xml (XML) — 4KB
02. Unregistered Sales of Equity Securities
Item 3.02. Unregistered Sales of Equity Securities. The disclosures in Item 1.01 of this Form 8-K regarding the New Warrants, the New Warrant Shares, the Placement Agent Warrants and the shares of Common Stock issuable thereunder are incorporated by reference into this Item 3.02.
01. Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure On April 17, 2024, the Company issued a press release announcing the Inducement Transaction, and on April 18, 2024, the Company issued a press release announcing the closing of the Inducement Transaction. Copies of the April 17, 2024 and April 18, 2024 press releases are furnished herewith as Exhibits 99.1 and 99.2, respectively. The information furnished by the Company pursuant to this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act, except as shall be set forth by specific reference in such a filing.
01. Other Events
Item 8.01. Other Events. As previously disclosed, on March 4, 2024 the Company received a notice (the "Notice") from the Listing Qualifications Department of The Nasdaq Stock Market ("Nasdaq") that the Company's Common Stock did not meet the $1.00 minimum bid price pursuant to Nasdaq Listing Rule 5550(a)(2) (the "Minimum Bid Price Requirement"). The Notice did not result in the immediate delisting of the Company's Common Stock and, pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has an initial period of 180 calendar days, or until August 31, 2024 (the "Compliance Date"), to regain compliance with the Minimum Bid Price Requirement. On April 16, 2024, the Company received written notification from Nasdaq indicating that the Company's Common Stock had a closing price of $1.00 per share or greater for the last 13 consecutive business days, from March 27, 2024 to April 15, 2024, and that, as a result, the Company has regained compliance with the Minimum Bid Price Requirement and that the matter is now closed.
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of New Warrant 4.2 Form of Placement Agent Warrant 10.1 Form of Inducement Letter Agreement, dated April 16, 2024, by and between the Company and each Holder 99.1 Press Release issued by the Company on April 17, 2024 99.2 Press Release issued by the Company on April 18, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LONGEVERON INC. Date: April 18, 2024 /s/ Wa'el Hashad Name: Wa'el Hashad Title: Chief Executive Officer 3