Longeveron Inc. Files 8-K for Material Agreement
Ticker: LGVN · Form: 8-K · Filed: Jun 18, 2024 · CIK: 1721484
Sentiment: neutral
Topics: material-agreement, equity-sale, disclosure
TL;DR
Longeveron filed an 8-K on 6/17 detailing a material agreement and equity sales.
AI Summary
Longeveron Inc. announced on June 17, 2024, that it entered into a Material Definitive Agreement. The company also disclosed unregistered sales of equity securities and provided a Regulation FD disclosure. The filing includes financial statements and exhibits related to these events.
Why It Matters
This 8-K filing indicates significant corporate activity for Longeveron Inc., potentially impacting its financial position and future operations.
Risk Assessment
Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and regulatory risks.
Key Players & Entities
- Longeveron Inc. (company) — Registrant
- June 17, 2024 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
- Miami, Florida (location) — Principal executive offices
FAQ
What is the nature of the Material Definitive Agreement?
The filing does not specify the details of the Material Definitive Agreement, only that one was entered into on or before June 17, 2024.
What type of equity securities were sold unregistered?
The filing mentions unregistered sales of equity securities but does not provide specific details on the type or amount of securities sold.
What is the purpose of the Regulation FD disclosure?
The filing indicates a Regulation FD disclosure was made, but the specific content of this disclosure is not detailed within the provided text.
When was Longeveron Inc. incorporated?
Longeveron Inc. was incorporated in Delaware.
What is Longeveron Inc.'s principal executive office address?
Longeveron Inc.'s principal executive offices are located at 1951 NW 7th Avenue, Suite 520, Miami, Florida 33136.
Filing Stats: 1,924 words · 8 min read · ~6 pages · Grade level 13.3 · Accepted 2024-06-18 16:30:24
Key Financial Figures
- $0.001 — hich registered Class A Common Stock, $0.001 par value per share LGVN The Nasdaq
- $2.35 — ril 18, 2024, with an exercise price of $2.35 per share, and which became exercisable
- $0.125 — d Common Stock warrants, for payment of $0.125 per new warrant, to purchase up to an a
- $2.50 — of Common Stock at an exercise price of $2.50 per share (the "Inducement Transaction"
- $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 and (ii) the Prior Placement
- $2.9375 — gent Warrants have an exercise price of $2.9375 per share. Additionally, upon exercise
- $4.4 m — or the New Warrants, were approximately $4.4 million, before deducting placement agent
Filing Documents
- ea0208028-8k_longeve.htm (8-K) — 48KB
- ea020802801ex4-1_long.htm (EX-4.1) — 103KB
- ea020802801ex4-2_long.htm (EX-4.2) — 108KB
- ea020802801ex10-1_long.htm (EX-10.1) — 53KB
- ea020802801ex99-1_long.htm (EX-99.1) — 13KB
- ea020802801ex99-2_long.htm (EX-99.2) — 13KB
- 0001213900-24-053828.txt ( ) — 598KB
- lgvn-20240617.xsd (EX-101.SCH) — 3KB
- lgvn-20240617_lab.xml (EX-101.LAB) — 33KB
- lgvn-20240617_pre.xml (EX-101.PRE) — 22KB
- ea0208028-8k_longeve_htm.xml (XML) — 4KB
02
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. Item 7.01. Regulation FD Disclosure On June 17, 2024, the Company issued a press release announcing the Inducement Transaction, and on June 18, 2024, the Company issued a press release announcing the closing of the Inducement Transaction. Copies of the June 17, 2024, and June 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.
Financial Statements and Exhibits
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 June 17, 2024, by and between the Company and each Holder 99.1 Press Release issued by the Company on June 17, 2024 99.2 Press Release issued by the Company on June 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: June 18, 2024 /s/ Wa'el Hashad Name: Wa'el Hashad Title: Chief Executive Officer 3