Hare Amends Longeveron Stake Filing

TL;DR

Hare updated his Longeveron stake filing. Watch for potential moves.

AI Summary

Joshua M. Hare, M.D. has amended his Schedule 13D filing for Longeveron Inc. on April 10, 2024. The filing indicates a change in the beneficial ownership of the company's Class A Common Stock. Hare's address is listed as c/o 470 Nautilus Street, Suite 300, La Jolla, CA 92073.

Why It Matters

Changes in beneficial ownership filings like this can signal shifts in control or significant investment activity by major shareholders, potentially impacting stock price.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant stakes and potential activist involvement, which can introduce volatility.

Key Players & Entities

• Joshua M. Hare, M.D. (person) — Filing person and beneficial owner
• Longeveron Inc. (company) — Subject company
• Class A Common Stock (security) — Securities subject to the filing
• Paul Lehr (person) — Contact person at Longeveron Inc.

FAQ

Key Financial Figures

• $0.001 — suer) Class A Common Stock, par value $0.001 per share (Title of Class of Securitie

Filing Documents

• ea0203913-13da3hare_longever.htm (SC 13D/A) — 39KB
• 0001213900-24-032946.txt ( ) — 40KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration.

of the Schedule is hereby amended and restated in its entirety

Item 3 of the Schedule is hereby amended and restated in its entirety and replaced by the following: The shares of Class A Common Stock owned by Dr. Hare were acquired (i) in the Issuer’s initial public offering on February 17, 2021, (ii) through various acquisitions made in the open market using personal funds, (iii) through the receipt and vesting of equity grants from time to time from the Issuer and (iv) in the Issuer’s public offering on April 10, 2024 and April 11, 2024. The 5,352 shares of Class A Common Stock owned by JMH MD Holdings, LLC (“JMH MD Holdings”) were acquired from the Issuer as part of the Issuer’s conversion on February 11, 2021 from a Delaware limited liability company to a Delaware corporation in connection with its initial public offering in exchange for Series C Common Units of the Issuer previously held by JMH MD Holdings. The Series C Units previously held by JMH MD Holdings were issued to JMH MD Holdings as partial consideration for a license for the use of certain technology. The 7,612,902 shares of the Issuer’s Class B common stock, $0.001 par value per share (the “Class B Common Stock” and together with the Class A Common Stock, the “Common Stock”) originally owned directly by Dr. Hare were acquired from the Issuer as a part of the Corporate Conversion, in exchange for Series A Common Units of the Issuer previously held by Dr. Hare. The Series A Common Units previously held by Dr. Hare were issued to Dr. Hare in exchange for contributions of intellectual property in connection with the Issuer’s original formation. In October of 2023, 2,984,828 shares of Class B Common Stock owned by Dr. Hare were transferred to Dr. Hare’s ex-spouse, and concurrently a voting and proxy agreement was entered into between the parties, pursuant to which Dr. Hare maintains sole voting, but not dispositive, power over the shares that were transferred. Dr. Hare retained full ownership

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

of the Schedule is hereby amended and restated in its entirety

Item 5 of the Schedule is hereby amended and restated in its entirety and replaced by the following: (a) - (b) Dr. Hare has the sole voting and dispositive power over 170,472 shares of Class A Common Stock (5.14% of the outstanding Class A Common Stock), which includes 5,352 shares owned by JMH MD Holdings, where Dr. Hare is the managing member, and for which Dr. Hare disclaims beneficial ownership of such shares except to the extent of his pecuniary interest. Dr. Hare has the sole voting power over 761,291 shares (18.68% of the outstanding Class A Common Stock), and sole dispositive power over 462,808 shares (12.25% of the outstanding Class A Common Stock), of Class B Common Stock, which in all cases is convertible into shares of Class A Common Stock. The above calculations are based upon 3,314,020 shares of Class A Common Stock issued and outstanding, as reported by the Issuer’s transfer agent on April 12, 2024, and does not reflect the relative voting power of the enumerated shares. (c) The only transactions in Issuer Class A or Class B Common Stock undertaken by Dr. Hare during the last 60 days was the purchase of an aggregate 148,936 shares of Class A Common Stock and the warrants to purchase up to an aggregate 148,936 shares of Class A Common Stock in the Issuer’s public offering. (d) - (e) N/A

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The information set forth, or incorporated by reference, in Items 3, 4 and 5 is incorporated by reference to this Item 6. Except as otherwise described in therein, Dr. Hare does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any persons with respect to any securities of the Issuer, including but not limited to the transfer or voting of any securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. 4 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: April 15, 2024 By: /s/ Joshua M. Hare Name: Joshua M. Hare, M.D. 5

View Full Filing

View this SC 13D/A filing on SEC EDGAR