SC 13G: Longeveron Inc.

AI Summary

SC 13G filing by Longeveron Inc..

Risk Assessment

Risk Level: low

Key Financial Figures

• $0.001 — ssuer) Class A common stock, par value $0.001 per share (Title of Class of Securitie

Filing Documents

• ea021007302-13gintra_long.htm (SC 13G) — 62KB
• ea021007302ex99-1_long.htm (EX-99.1) — 4KB
• 0001013762-24-001612.txt ( ) — 67KB

If this

Item 3. If this the person filing is a: Not applicable. Page 5 of 8

Ownership

Item 4. Ownership. (a) and (b): (i) Immediately following the execution of the Securities Purchase Agreement with the Issuer on July 18, 2024 (the “ SPA ”) (as disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on July 19, 2024), each of the Reporting Persons may have been deemed to have beneficial ownership of 745,342 shares of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA, and all such shares of Common Stock in the aggregate represent beneficial ownership of approximately 6.5% of the Common Stock, based on (1) 10,639,447 shares of Common Stock as of July 17, 2024, as reported by the Issuer, plus (2) 745,342 shares of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA. The foregoing excludes (I) 745,342 shares of Common Stock issuable upon exercise of a warrant to be issued to Intracoastal at the closing of the transaction contemplated by the SPA (“ Intracoastal Warrant 1 ”) because Intracoastal Warrant 1 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 1 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of the Common Stock, (II) 4,286 shares of Common Stock issuable upon exercise of a warrant held by Intracoastal (“ Intracoastal Warrant 2 ”) because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a grou

Ownership

Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following .

Ownership

Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable.

Identification

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not applicable.

Identification

Item 8. Identification and Classification of Members of the Group Not applicable.

Notice

Item 9. Notice of Dissolution of Group Not applicable.

Certification

Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11. Page 7 of 8 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. Date: July 26, 2024 /s/ Mitchell P. Kopin Mitchell P. Kopin /s/ Daniel B. Asher Daniel B. Asher Intracoastal Capital LLC By: /s/ Mitchell P. Kopin Mitchell P. Kopin, Manager Page 8 of 8

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View this SC 13G filing on SEC EDGAR