Longeveron Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

Longeveron filed an 8-K for a material agreement and unregistered equity sales.

AI Summary

Longeveron Inc. announced on July 18, 2024, that it entered into a Material Definitive Agreement. The company also reported on unregistered sales of equity securities and other events. Specific details regarding the agreement and sales were not fully disclosed in this initial filing.

Why It Matters

This filing indicates significant corporate activity for Longeveron Inc., potentially impacting its financial structure and future operations through new agreements and equity transactions.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities, which can sometimes indicate financial distress or dilution, and a material definitive agreement, the terms of which are not yet fully detailed.

Key Players & Entities

• Longeveron Inc. (company) — Registrant
• July 18, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — hich registered Class A Common Stock, $0.001 par value per share LGVN The Nasdaq
• $4.025 — "Common Stock") at a purchase price of $4.025 per share of Common Stock (the "Offerin
• $3.90 — Warrants will have an exercise price of $3.90 per share, will become exercisable imme
• $9.0 m — cement are expected to be approximately $9.0 million, before deducting placement agent
• $35,000 — in the Offering and Private Placement, $35,000 for non-accountable expenses, $50,000 f
• $50,000 — , $35,000 for non-accountable expenses, $50,000 for fees and expenses of legal counsel
• $15,950 — other out-of-pocket expenses, and up to $15,950 for clearing fees. In addition, the Com
• $5 — arrants have an exercise price equal to $5.0313, or 125% of the offering price per

Filing Documents

• ea0209682-8k_longe.htm (8-K) — 39KB
• ea020968201ex4-1_longe.htm (EX-4.1) — 93KB
• ea020968201ex4-2_longe.htm (EX-4.2) — 90KB
• ea020968201ex5-1_longe.htm (EX-5.1) — 12KB
• ea020968201ex10-1_longe.htm (EX-10.1) — 233KB
• ea020968201ex99-1_longe.htm (EX-99.1) — 15KB
• ex5-1_001.jpg (GRAPHIC) — 3KB
• 0001213900-24-062766.txt ( ) — 783KB
• lgvn-20240718.xsd (EX-101.SCH) — 3KB
• lgvn-20240718_lab.xml (EX-101.LAB) — 33KB
• lgvn-20240718_pre.xml (EX-101.PRE) — 22KB
• ea0209682-8k_longe_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 Warrants, the Warrant Shares, the Placement Agent Warrants and the shares of Common Stock issuable thereunder are incorporated by reference into this Item 3.02.

01. Other Events

Item 8.01. Other Events. On July 18, 2024, the Company issued a press release announcing the pricing of the Offering and the Private Placement. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. 2

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Common Stock Warrant 4.2 Form of Placement Agent Warrant 5.1 Opinion of Buchanan Ingersoll & Rooney PC 10.1 Form of Securities Purchase Agreement, dated July 18, 2024, by and between the Company and the Purchasers signatory thereto* 23.1 Consent of Buchanan Ingersoll & Rooney PC (included in Exhibit 5.1) 99.1 Press Release issued by the Company on July 18, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted schedules upon request by the SEC. 3 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: July 19, 2024 /s/ Wa'el Hashad Name: Wa'el Hashad Title: Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR