Longeveron Inc. Files Amendment No. 1 to S-1 Registration Statement

TL;DR

<b>Longeveron Inc. has filed an amendment to its S-1 registration statement, indicating a continuous offering of securities.</b>

AI Summary

Longeveron Inc. (LGVN) filed a Amended IPO Registration (S-1/A) with the SEC on April 16, 2024. Longeveron Inc. filed an Amendment No. 1 to its Form S-1 Registration Statement. The filing was made with the U.S. Securities and Exchange Commission on April 16, 2024. The company is incorporated in Delaware and its primary SIC code is Pharmaceutical Preparations (2834). The principal executive offices are located at 1951 NW 7th Avenue, Suite 520, Miami, Florida 33136. The filing indicates the securities are to be offered on a delayed or continuous basis pursuant to Rule 415.

Why It Matters

For investors and stakeholders tracking Longeveron Inc., this filing contains several important signals. This amendment updates the company's registration statement, which is a prerequisite for offering securities to the public. The inclusion of Rule 415 suggests Longeveron may be planning ongoing or delayed sales of its stock, potentially impacting market supply and investor strategy.

Risk Assessment

Risk Level: low — Longeveron Inc. shows low risk based on this filing. The filing is an amendment to a registration statement, not a report on financial performance or operational changes, thus carrying a low immediate risk.

Analyst Insight

Monitor future filings for details on the specific securities being offered and the timing of their sale.

Key Numbers

• 2024-04-16 — Filing Date (Amendment No. 1 to Form S-1 filed)
• 333-276745 — Registration Number (Associated with the S-1 filing)
• 2834 — SIC Code (Pharmaceutical Preparations)
• 1951 NW 7th Avenue, Suite 520 — Principal Office Address (Miami, Florida 33136)

Key Players & Entities

• Longeveron Inc. (company) — Filer of the registration statement
• Securities and Exchange Commission (regulator) — Recipient of the filing
• 20240416 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• 2834 (industry_code) — Standard Industrial Classification Code
• Miami, Florida (location) — Location of principal executive offices
• Rule 415 (regulation) — Rule governing delayed or continuous offerings
• 333-276745 (registration_number) — Registration number for the S-1 filing

FAQ

Industry Context

Longeveron Inc. operates within the pharmaceutical preparations industry, focusing on the development of cellular therapies.

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration of securities.

What Investors Should Do

1. Review the full S-1/A filing for details on the securities being offered.
2. Track subsequent SEC filings for updates on the offering's progress and potential completion.
3. Analyze Longeveron's business strategy and financial health in conjunction with the securities offering.

Year-Over-Year Comparison

This is an amendment to a previously filed S-1 registration statement, indicating ongoing regulatory processes rather than a new filing.

Key Financial Figures

• $0.001 — of our Class A common stock, par value $0.001 per share ("Class A common stock"), and
• $2.4 million — receive proceeds of up to approximately $2.4 million if all of the Warrants covered by this
• $2.15 — ported on the NASDAQ Capital Market was $2.15 per share (which reflects the one-for-t
• $1.235 b — total annual gross revenues of at least $1.235 billion, (3) the date on which we are dee
• $700.0 million — n stock held by non-affiliates exceeded $700.0 million as of the last business day of our most
• $1.0 billion — date on which we have issued more than $1.0 billion in non-convertible debt securities duri
• $250.0 million — o long as our public float is less than $250.0 million measured on the last business day of ou
• $100.0 million — ter, or our annual revenue is less than $100.0 million during the most recently completed fisc

Filing Documents

• ea0203922-s1a1_longeve.htm (S-1/A) — 473KB
• ea0203922ex23-1_longeveron.htm (EX-23.1) — 2KB
• image_001.jpg (GRAPHIC) — 26KB
• image_002.jpg (GRAPHIC) — 3KB
• image_003.jpg (GRAPHIC) — 3KB
• image_004.jpg (GRAPHIC) — 3KB
• 0001213900-24-033507.txt (&nbsp;) — 739KB
• lgvn-20231231.xsd (EX-101.SCH) — 3KB
• lgvn-20231231_def.xml (EX-101.DEF) — 6KB
• lgvn-20231231_lab.xml (EX-101.LAB) — 9KB
• lgvn-20231231_pre.xml (EX-101.PRE) — 6KB
• ea0203922-s1a1_longeve_htm.xml (XML) — 4KB

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS 11 INDUSTRY AND MARKET DATA 12

RISK FACTORS

RISK FACTORS 13 DIVIDEND POLICY 22

USE OF PROCEEDS

USE OF PROCEEDS 22 DETERMINATION OF OFFERING PRICE 23 THE SELLING STOCKHOLDERS 24 PLAN OF DISTRIBUTION 26

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES TO BE REGISTERED 27 LEGAL MATTERS 29 EXPERTS 29 WHERE YOU CAN FIND MORE INFORMATION 29 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 30 i ABOUT THIS PROSPECTUS This prospectus provides you with a general description of the Class A common stock that may be resold by the Selling Stockholders. In certain circumstances, we may provide a prospectus supplement that will contain specific information about the terms of a particular offering by the Selling Stockholders. We also may provide a prospectus supplement to add information to, or update or change information contained in, this prospectus. To the extent there is a conflict between the information contained in this prospectus and any prospectus supplement, you should rely on the information in the prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference in this prospectus or any prospectus supplement—the statement in the later-dated document modifies or supersedes the earlier This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission pursuant to which the Selling Stockholders named herein may, from time to time, offer and sell or otherwise dispose of the Class A common stock covered by this prospectus. You should rely only on the information contained in this prospectus or any related prospectus supplement. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The information contained in this prospectus is accurate only on the date of this prospectus. Our business, financial condition, results of operations and prospects may have changed since such date. Other than as required under the federal securities laws, we undertake no obligation to pu

Business

Business Overview We are a clinical stage biotechnology company developing regenerative medicines to address unmet medical needs. The Company's lead investigational product is Lomecel-B, an allogeneic Mesenchymal Stem Cell ("MSC") formulation sourced from the bone marrow of young, healthy adult donors. Lomecel-B has multiple potential mechanisms of action that promote tissue repair and healing with broad potential applications across a spectrum of disease areas. The underlying mechanism(s) of action that may lead to the tissue repair programs include the stimulation of new blood vessel formation, modulation of the immune system, reduction in tissue fibrosis, and the stimulation of endogenous cells to divide and increase the numbers of certain specialized cells in the body. We currently have three pipeline indications: Hypoplastic Left Heart Syndrome ("HLHS"), Alzheimer's disease ("AD") and Aging-related Frailty. Our mission is to advance Lomecel-B and other cell-based product candidates into pivotal or Phase 3 trials, with the goal of achieving regulatory approvals, subsequent commercialization, and broad use by the healthcare community. In November of 2023, Longeveron received notice from the World Health Organization ("WHO") that "Laromestrocel" has been selected as the proposed International Nonproprietary Name for Longeveron's Lomecel-B product. Assuming that there are no third-party objections to that name, the name will be recommended for adoption by the WHO. Longeveron plans to adopt that name if it is recommended by the WHO. HLHS Our HLHS program is focused on the potential clinical benefits of Lomecel-B as an adjunct therapeutic to standard-of-care HLHS surgery. HLHS is a rare and devastating congenital heart defect in which the left ventricle is severely underdeveloped. As such, babies born with this condition die shortly after birth without undergoing a complex series of reconstructive heart surgeries. Despite the availability of life-saving sur

View Full Filing

View this S-1/A filing on SEC EDGAR