Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-264142
PROSPECTUS SUPPLEMENT
(To Prospectus dated April 14, 2022)
2,236,026 Shares of Class A
Common Stock
We are offering 2,236,026 shares of our Class A
Common Stock, par value $0.001 per share (“Common Stock”), directly to institutional investors pursuant to this prospectus
supplement and the accompanying prospectus. The purchase price of each share of Common Stock to the purchasers (the “purchasers”)
identified in a securities purchase agreement dated July 18, 2024 by and between us and the purchasers signatory thereto (the “securities
purchase agreement”) is $4.025 per share.
In a concurrent private placement to the same
purchasers, we are also issuing unregistered warrants to purchase up to an aggregate of 2,236,026 shares of Common Stock (the “Common
Warrants”). Each Common Warrant will be exercisable for one share of Common Stock at an exercise price of $3.90 per share, will
be exercisable immediately upon issuance, and will expire twenty-four months from the date of issuance.
The Common Warrants and the shares of Common
Stock issuable upon the exercise of the Common Warrants (the “Common Warrant Shares”) are not being registered under the
Securities Act of 1933, as amended (the “Securities Act”), nor are they being offered pursuant to this prospectus
supplement and accompanying prospectus. The Common Warrants and the Common Warrant Shares are being offered pursuant to the exemption
provided in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder. Each purchaser is an “accredited
investor” as such term is defined in Rule 501(a) under the Securities Act.
Our Common Stock is listed on the NASDAQ Capital
Market under the symbol “LGVN.” The closing price of our Common Stock on July 17, 2024, as reported by Nasdaq, was $3.90
per share. The Common Warrants are not and will not be listed on any national securities exchange or other trading market.
Pursuant to General Instruction I.B.6 of
Form S-3, in no event will we sell the securities described in this prospectus in a public primary offering with a value exceeding
more than one-third (1/3) of the aggregate market value of our Common Stock held by non-affiliates in any twelve (12)-calendar month
period, so long as the aggregate market value of our outstanding Common Stock held by non-affiliates remains below $75,000,000. As of
the date of this prospectus supplement, calculated in accordance with General Instruction I.B.6 of Form S-3, the aggregate
market value of our outstanding Common Stock held by non-affiliates (the “public float”), was approximately $46,531,290 based
upon 10,226,447 shares of our Common Stock and 28,181 shares of our Class B Common Stock, par value $0.001 per share (“Class B
Common Stock”) held by non-affiliates at the per-share price of $4.55 of Common Stock on July 10, 2024, which was the highest closing
price within the last 60 days prior to the date of this prospectus supplement. One-third of our public float, calculated in accordance
with General Instruction I.B.6 of Form S-3 as of the date of this prospectus supplement, was approximately $15,510,430. During
the twelve calendar months prior to and including the date of this prospectus supplement (but excluding this offering), we have offered
and sold approximately $6,378,035 of securities pursuant to General Instruction I.B.6 of Form S-3, leaving a remaining amount
available of $9,132,395 prior to this offering.
We have engaged H.C. Wainwright &
Co., LLC to act as our exclusive placement agent (the “placement agent”) in connection with the securities offered by this
prospectus supplement and the accompanying prospectus. The placement agent is not purchasing or selling any of the securities offered
pursuant to this prospectus supplement and the accompanying prospectus and the placement agent is not required to arrange the purchase
or sale of any specific number of securities or dollar amount, the placement agent has agreed to use its reasonable best efforts to sell
the securities offered by this prospectus supplement and the accompanying prospectus. We have agreed to pay the placement agent certain
cash fees set forth in the table below, which assumes that we sell all of the securities we are offering. See “Plan of Distribution”
for additional information with respect to the compensation we will pay the placement agent.
Investing in our securities involves a high
degree of risk. Before making any investment in these securities, you should consider carefully the risks and uncertainties in the section
entitled “Risk Factors” beginning on page S-15 of this prospectus supplement and page 4 of the accompanying prospectus,
and in the other documents that are incorporated by reference and any related free writing prospectus.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of the securities or passed upon the accuracy or adequacy of this prospectus
supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
| |
Per Share of Common
Stock | | |
Total | |
Offering price | |
$ | 4.025 | | |
$ | 9,000,005.65 | |
Placement Agent Fees(1) | |
$ | 0.28175 | | |
$ | 630,000.33 | |
Proceeds to us, before expenses(2) | |
$ | 3.7433 | | |
$ | 8,370,005.32 | |
(1) |
Consists of a cash fee of 7.0% of the aggregate gross proceeds in this offering. In addition, we have agreed to pay a management fee of 1.0% of the aggregate gross proceeds raised in this offering, pay $35,000 for non-accountable expenses, up to $50,000 for fees and expenses of legal counsel and other out-of-pocket expenses and $15,950 for clearing fees. We have also agreed to issue to the placement agent, or its designees, placement agent warrants (the “placement agent warrants”) to purchase up to 156,522 shares of Common Stock, which represents 7.0% of the aggregate number of shares sold in this offering. In addition, upon any exercise for cash of any Common Warrants, we have agreed to pay the placement agent within five (5) business days of the receipt by us of the exercise price (i) a cash fee of 7.0% of the aggregate gross exercise price paid in cash with respect thereto and (ii) a management fee of 1.0% of the aggregate gross exercise price paid in cash with respect thereto. See “Plan of Distribution” beginning on page S-25 of this prospectus supplement for additional information with respect to the compensation we will pay the placement agent. |
(2) |
The amount of the offering
proceeds to us presented in this table does not include proceeds from the exercise of any of the Common Warrants or any of the placement
agent warrants. |
We are an “emerging growth company” and a “smaller
reporting company” under the federal securities laws and, as such, we have elected to comply with certain reduced public company
reporting requirements and scaled disclosures for this prospectus and future filings. See “Prospectus Summary — Implication
of Being an Emerging Growth Company and a Smaller Reporting Company.”
Delivery of the securities being offered pursuant
to this prospectus supplement and the accompanying prospectus is expected to be made on or about July 19, 2024 subject to satisfaction
of customary closing conditions.
H.C. Wainwright &
Co.
The date of this prospectus supplement is July
18, 2024
TABLE
OF CONTENTS
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the accompanying
prospectus form part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”),
under the Securities Act, using a “shelf” registration or continuous offering process. This document is in two parts. The
first part is this prospectus supplement, which describes the specific terms of this offering and certain other matters and may add,
update or change information in the accompanying prospectus, including the documents incorporated by reference into this prospectus supplement.
The second part is the accompanying prospectus, dated April 14, 2022, including the documents incorporated by reference therein,
which provides you with general information about securities we may offer from time to time, some of which may not apply to this offering.
Generally, when we refer to this prospectus, we are referring to both parts of this document combined. To the extent there is a conflict
between the information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus,
on the other hand, you should rely on the information in this prospectus supplement. These documents contain important information you
should consider when making your investment decision.
You should rely only on the information provided
in this prospectus supplement and the accompanying prospectus, including any information incorporated by reference, and in any free writing
prospectus that we have authorized for use in connection with this offering. We have not, and the placement agent has not, authorized
anyone to provide you with any other information and neither we nor the placement agent take any responsibility for any other information
that others may give you. The information contained in this prospectus supplement and the accompanying prospectus speaks only as of the
date set forth on the cover page and may not reflect subsequent changes in our business, financial condition, results of operations and
prospects. We may authorize one or more “free writing prospectuses” (i.e. written communications concerning the offering
that are not part of this prospectus supplement) that may contain certain material information relating to this offering.
We are offering to sell, and are seeking offers
to buy, securities only in jurisdictions where such offers and sales are permitted. We are not, and the placement agent is not, making
offers to sell these securities in any jurisdiction in which an offer or solicitation is not authorized or permitted or in which the
person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation.
You should read this prospectus supplement, the accompanying prospectus, including any information incorporated by reference, and any
free writing prospectus that we have authorized for use in connection with this offering, in their entirety before making an investment
decision. You should also read and consider the information in the documents to which we have referred you in the sections entitled “Where
You Can Find More Information” and “Incorporation of Certain Information by Reference.”
Unless the context otherwise requires, references
in this prospectus to “Longeveron,” “the Company,” “we,” “us” and “our” refer
to Longeveron Inc. Solely for convenience, trademarks and tradenames referred to in this prospectus may appear without the ® or ™
symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable
law, our rights, or that the applicable owner will not assert its rights, to these trademarks and tradenames. We do not intend our use
or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship
of us by, any other companies.
Industry and Market Data
This prospectus supplement includes industry
data and forecasts that we obtained from industry publications and surveys, public filings and internal company sources. Industry publications
and surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable,
but there can be no assurance as to the accuracy or completeness of the included information. Statements as to our market position and
market estimates are based on independent industry publications, government publications, third party forecasts, management’s estimates
and assumptions about our markets and our internal research. While we are not aware of any misstatements regarding the market, industry
or similar data presented herein, such data involve risks and uncertainties and are subject to change based on various factors, including
those discussed under the headings “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements”
in this prospectus supplement and the accompanying prospectus.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the
accompanying prospectus contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of
1995, that reflect our current expectations about our future results, performance, prospects and opportunities. Such forward-looking
statements can involve substantial risks and uncertainties. All statements other than statements of historical facts contained
herein, including statements regarding our future results of operations and financial position, business strategy, prospective
products, product approvals, research and development costs, future revenue, timing and likelihood of success, plans and objectives
of management for future operations, future results of anticipated products and prospects, plans and objectives of management are
forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may
cause our actual results, performance or achievements to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements.
In some cases, you can identify forward-looking
statements by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,”
“project,” “should,” “target,” “will,” or “would” or the negative of these
terms or other similar expressions, although not all forward-looking statements contain these words. Factors that could cause actual
results to differ materially from those expressed or implied in any forward-looking statements contained in this prospectus include,
but are not limited to, statements about:
| ● | our
cash position and need to raise additional capital, the difficulties we may face in obtaining
access to capital, and the dilutive impact it may have on our investors; |
| ● | our
financial performance, ability to continue as a going concern and ability to remain listed
on the Nasdaq Capital Market; |
| ● | the
ability of our clinical trials to demonstrate safety and efficacy of our product candidates,
and other positive results; |
| ● | the
success of competing therapies that are or may become available; |
| ● | the
beneficial characteristics, safety, efficacy and therapeutic effects of our product candidates; |
| ● | our
ability to obtain and maintain regulatory approval of our product candidates in the U.S.,
Japan, The Bahamas, and other jurisdictions; |
| ● | our
plans relating to the further development of our product candidates, including additional
disease states or indications we may pursue; |
| ● | our
plans and ability to obtain or protect intellectual property rights, including extensions
of existing patent terms where available and our ability to avoid infringing the intellectual
property rights of others; |
| ● | the
need to hire additional personnel and our ability to attract and retain such personnel; and |
| ● | our
estimates regarding expenses, future revenue, capital requirements and needs for additional
financing. |
We have based these forward-looking statements
largely on our current expectations and projections about our business, the industry in which we operate and financial trends that we
believe may affect our business, financial condition, results of operations and prospects, and these forward-looking statements
are not guarantees of future performance or development. These forward-looking statements speak only as of the date of this prospectus
supplement and are subject to a number of risks, uncertainties and assumptions described in the section titled “Risk Factors”
and elsewhere in this prospectus supplement. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors
emerge from time to time, and it is not possible for management to predict all risk factors, nor can we assess the impact of all risk
factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from
those contained in any forward-looking statements. Because forward-looking statements are inherently subject to risks and uncertainties,
some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future
events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results
could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not
plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future
events or otherwise.
In addition, statements that “we believe”
and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available
to us as of the date of this prospectus supplement, and while we believe such information forms a reasonable basis for such statements,
such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive
inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned
not to unduly rely upon these statements.
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights, and is qualified in
its entirety by, the more detailed information and financial statements included elsewhere or incorporated by reference in this prospectus
supplement or accompanying prospectus. This summary does not contain all of the information that may be important to you in making your
investment decision. You should read this entire prospectus supplement and the accompanying prospectus carefully, especially the “Risk
Factors” section of this prospectus supplement and the accompanying prospectus as well as “Management’s Discussion and
Analysis of Financial Condition and Results of Operations,” “Risk Factors” and our audited financial statements, unaudited
financial statements and related notes thereto, which are incorporated by reference into this prospectus supplement and the accompanying
prospectus. In this prospectus supplement and the accompanying prospectus, except as otherwise indicated, “Longeveron,” the
“Company,” “we,” “our,” and “us” refer to Longeveron Inc., a Delaware corporation.
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 Medicinal Signaling Cells (“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 surgical interventions,
clinical studies show that only 50 to 60 percent of affected individuals survive to adolescence. Early clinical study data shows the
potential survival benefit of Lomecel-B™ for HLHS patients and supports Longeveron’s belief that this data shows the potential
to alter the treatment landscape for patients with HLHS. We have completed a Phase 1 open-label study (“ELPIS I”)1
that supported the safety and tolerability of Lomecel-B™ for HLHS, when directly injected into the functional right ventricle during
the second-stage standard-of-care surgery (adding minimal additional time to the surgical procedure). Preliminary data revealed that
several indices of right ventricular function show suggestions of either improvement or prevention of deterioration over one year following
surgery. Heart transplant-free survival for patients who received Lomecel-B™ intracardiac injection is favorable as compared to
historical controls for survival. The improvement in HLHS survival following the Phase 1 ELPIS I clinical trial resulted in acceptance
by the American Heart Association (“AHA”) for a poster presentation of the data at an AHA meeting in November 2023.
The ELPIS I trial showed 100 percent survival
in children at up to 5 years of age after receiving Lomecel-B™, compared to a 20 percent mortality rate observed from historical
control data. Based on these findings, the U.S. Food and Drug Administration (the “FDA”) granted Lomecel-B™ both Rare
Pediatric Disease (“RPD”) Designation and Orphan Drug Designation (“ODD”) for treatment of infants with HLHS.
The FDA also granted Fast Track Designation for Lomecel-B™ for HLHS. Longeveron is currently conducting a controlled Phase 2b trial
(“ELPIS II”) to compare the effects of Lomecel-B™ as an adjunct therapeutic versus standard-of-care (HLHS surgery alone).
We hope that a positive outcome could add to the clinical data suggesting the functional and clinical benefit of Lomecel-B™ as
part of standard-of-care treatment in HLHS patients.
1 |
Sunjay Kaushal, MD, PhD,
Joshua M Hare, MD, Jessica R Hoffman, PhD, Riley M Boyd, BA, Kevin N Ramdas, MD, MPH, Nicholas Pietris, MD, Shelby Kutty, MD, PhD,
MS, James S Tweddell, MD, S Adil Husain, MD, Shaji C Menon, MBBS, MD, MS, Linda M Lambert, MSN-cFNP, David A Danford, MD, Seth J
Kligerman, MD, Narutoshi Hibino, MD, PhD, Laxminarayana Korutla, PhD, Prashanth Vallabhajosyula, MD, MS, Michael J Campbell, MD,
Aisha Khan, PhD, Eric Naioti, MSPH, Keyvan Yousefi, PharmD, PhD, Danial Mehranfard, PharmD, MBA, Lisa McClain-Moss, Anthony A Oliva,
PhD, Michael E Davis, PhD, Intramyocardial cell-based therapy with Lomecel-B™ during bidirectional cavopulmonary anastomosis
for hypoplastic left heart syndrome: The ELPIS phase I trial, European Heart Journal Open, 2023. |
Alzheimer’s Disease
In September 2023, we completed our Phase 2a
AD clinical trial, known as the CLEAR MIND trial. This trial enrolled patients with mild Alzheimer’s disease and was designed as
a randomized, double-blind, placebo-controlled study across ten U.S. centers. Our primary objective was to assess safety, and we tested
three distinct Lomecel-BTM dosing regimens against a placebo.
The study demonstrated positive results. Notably,
all Lomecel-B™ treatment groups met the safety primary endpoint and showed slowing/prevention of disease worsening relative to
placebo. There were statistically significant improvements in the secondary efficacy endpoint, composite Alzheimer’s disease score
(“CADS”), for both the low-dose Lomecel-BTM group and the pooled treatment groups compared to placebo. Other doses
also indicated promising results in slowing/prevention of disease worsening Additionally, a statistically significant improvement versus
placebo was observed in the cognitive assessment (“MoCA”) and in the activity of daily living observed by a caregiver and
measured by Alzheimer’s Disease Cooperative Study Activities of Daily Living (“ADCS-ADL”). These findings support both
the safety and potential therapeutic benefit of Lomecel-BTM in managing mild Alzheimer’s disease, and we believe lays
the foundation for subsequent trials in this indication.
In July of 2024, the U.S. Food and Drug Administration
granted (i) Regenerative Medicine Advanced Therapy (RMAT) designation and (ii) Fast Track designation for the Company’s lead investigational
product Lomecel-BTM, an allogeneic medicinal signaling cell therapy product isolated from the bone marrow of young, healthy adult donors,
for the treatment of mild Alzheimer’s disease.
Established under the 21st Century Cures Act,
RMAT designation is a dedicated program designed to expedite the drug development and review processes for promising pipeline regenerative
medicine products, including cell therapies. A regenerative medicine therapy is eligible for RMAT designation if it is intended to treat,
modify, reverse or cure a serious or life-threatening disease or condition, and preliminary clinical evidence indicates that the drug
or therapy has the potential to address unmet medical needs for such disease or condition. Similar to Breakthrough Therapy designation,
RMAT designation provides the benefits of intensive FDA guidance on efficient drug development, including the ability for early interactions
with FDA to discuss surrogate or intermediate endpoints, potential ways to support accelerated approval and satisfy post-approval requirements,
and potential priority review of the biologics license application (BLA) if Priority Review designation is granted following BLA submission.
Fast Track designation is available to a product
if it is intended, whether alone or in combination with one or more other drugs, for the treatment of a serious or life-threatening disease
or condition (or serious aspect of a condition), and it demonstrates the potential to address unmet medical needs for such a disease
or condition (i.e., there is no available therapy for the condition, or the condition’s treatment or diagnosis is not adequately
addressed by currently available therapies). This designation is intended to facilitate development and expedite review of drugs to treat
serious and life-threatening conditions so that an approved product may reach the market expeditiously. Investigational therapies that
receive Fast Track designation may be eligible for Priority Review (i.e., review of an application within six (6) months of receipt versus
10 months) if relevant criteria are met at the time of application submission to the FDA, as well as rolling FDA review (i.e., the FDA
may consider reviewing portions of an application before the complete application is submitted).
Aging-related Frailty
Improvement of the quality of life for the aging
population is one of the strategic directions of the Company. Life expectancy has substantially increased over the past century due to
medical and public health advancements. However, this longevity increase has not been paralleled by health span – the period of
time one can expect to live in relatively good health and independence. For many developed and developing countries, health span lags
life-expectancy by over a decade. This has placed tremendous strain on healthcare systems in the management of aging-related ailments
and presents additional socioeconomic consequences due to patient decreased independence and quality-of-life. Since these strains continue
to increase with demographic shifts towards an increasingly older population, improving health span has become a priority for health
agencies, such as the National Institute on Aging (“NIA”) of the National Institutes of Health (“NIH”), the Japanese
Pharmaceuticals and Medical Devices Agency (“PMDA”), and the European Medicines Agency (“EMA”). As we age, we
experience a decline in our own stem cells, a decrease in immune system function (known as “immunosenescence”), diminished
blood vessel functioning, chronic inflammation (known as “inflammaging”), and other aging-related alterations that affect
biological functioning. Our preliminary clinical data suggest that Lomecel-B™ may potentially address these problems through multiple
potential mechanisms of action (“MOAs”) that simultaneously target key aging-related processes. We previously completed our
Phase 2b trial in Aging-related Frailty and are continuing to use Lomecel-B™ in registry trials in The Bahamas, which we hope may
be considered as part of the real-world data generation for this indication.
Implication of Being an Emerging Growth Company
and Smaller Reporting Company
We are an “emerging growth company”
as defined in the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act. We will remain an emerging growth company
until the earlier of (1) the last day of the fiscal year following the fifth anniversary of the completion of our initial public offering,
(2) the last day of the fiscal year in which we have total annual gross revenues of at least $1.235 billion, (3) the date on which we
are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), which would occur if the market value of our Class A common stock held by non-affiliates exceeded $700.0
million as of the last business day of our most recently completed second fiscal quarter or (4) the date on which we have issued more
than $1.0 billion in non-convertible debt securities during the prior three-year period. An emerging growth company may take advantage
of specified reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable
to public companies. As an emerging growth company, we may (i) reduce our executive compensation disclosure; (ii) present only two years
of audited financial statements, plus unaudited condensed financial statements for any interim period, and correspondingly reduced Management’s
Discussion and Analysis of Financial Condition and Results of Operations disclosure; (iii) avail ourselves of the exemption from the
requirement to obtain an attestation and report from our auditors ‘on the assessment of our internal control over financial reporting
pursuant to the Sarbanes-Oxley Act of 2002; and (iv) not require stockholder non-binding advisory votes on executive compensation or
golden parachute arrangements.
We have availed ourselves in this prospectus
supplement and the accompanying prospectus of the reduced reporting requirements described above. As a result, the information that we
provide stockholders may be less comprehensive than what you might receive from other public companies. When we are no longer deemed
to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above. We have elected
to avail ourselves of the exemption that allows emerging growth companies to extend the transition period for complying with new or revised
financial accounting standards. This election is irrevocable.
We are also currently a “smaller reporting
company” as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging
growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able
to take advantage of these scaled disclosures for so long as our public float is less than $250.0 million measured on the last business
day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and
our public float is less than $700.0 million measured on the last business day of our second fiscal quarter. In the event that we are
still considered a “smaller reporting company,” at such time as we cease being an “emerging growth company,”
the disclosure we will be required to provide in our SEC filings will increase but will still be less than it would be if we were not
considered either an “emerging growth company” or a “smaller reporting company.” Specifically, similar to “emerging
growth companies,” “smaller reporting companies” are able to provide simplified executive compensation disclosures
in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public
accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other
decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited
financial statements in annual reports. Decreased disclosures in our SEC filings due to our status as an “emerging growth company”
or “smaller reporting company” may make it harder for investors to analyze our results of operations and financial prospects.
Summary of Clinical Development Strategy
Our core strategy is to become a world-leading
regenerative medicine company through the development, approval, and commercialization of novel cell therapy products for unmet medical
needs, with a focus on HLHS. Key elements of our current business strategy are as follows:
|
● |
Execution of ELPIS II,
a Phase 2b randomized controlled trial set forth in greater detail below, to measure the efficacy of Lomecel-B™ in HLHS. This
trial is ongoing and is being conducted in collaboration with the National Heart, Lung, and Blood Institute (“NHLBI”)
through grants from the NIH. |
|
● |
Continue to pursue the
therapeutic potential of Lomecel-B™ in mild AD. We completed a Phase 2a trial, the (“CLEAR MIND Trial”), which
demonstrated the potential benefits of Lomecel-B™ over placebo to maintain cognitive function and slow deterioration of brain
structure atrophy, with no safety issues observed. Specifically, the safety primary endpoint was met across all study groups and
the trial demonstrated a statistical significance in the second CADS endpoint. Overall, in Lomecel-B™ groups, brain magnetic
resonance imaging (“MRI”) demonstrated whole brain volume loss slowed accompanied by significant preservation of left
hippocampal volume relative to placebo. We plan to continue to analyze the data in order to further develop our clinical development
strategy. Our objective is to forge strategic collaborations for the advancement of Lomecel-B™ in addressing AD. We are actively
in pursuit of a partnership to propel this initiative forward. |
|
● |
Limited focus on our international
program. In line with the Company’s strategic direction for 2024 and moving forward to focus on HLHS and AD as set forth previously,
the Company has discontinued its clinical trial in Japan to evaluate Lomecel-B™ for Aging-related Frailty. The Company will
continue to enroll patients on the Aging-related Frailty and Cognitive Impairment registry trials in The Bahamas and plans to also
launch an Osteoarthritis registry trial in The Bahamas. |
|
● |
Expand our manufacturing
capabilities. We operate a current good manufacturing practice (“cGMP”)-compliant manufacturing facility and produce
our own product candidates for testing. In addition, as previously announced, we have initiated work under our first manufacturing
services contract with a biotechnology company developing first-in-class therapeutics from neonatal mesenchymal stem cells (nMSC),
to generate third party contract revenue. We continue to improve and expand our capabilities with the goal of achieving cost-effective
manufacturing that may potentially satisfy future commercial demand for potential Lomecel-B™ commercialization for our primary
indication, HLHS. |
|
● |
Collaborative arrangements
and out-licensing opportunities. We will be opportunistic and consider entering into co-development, out-licensing, or other
collaboration agreements for the purpose of eventually commercializing Lomecel-B™ and other products domestically and internationally
if appropriate approvals are obtained. |
|
● |
Product candidate development
pipeline through internal research and development, and in-licensing. Through our research and development program, and through strategic
in-licensing agreements, or other business development arrangements, we intend to actively explore promising potential additions
to our pipeline. |
|
● |
Continue to expand our
intellectual property portfolio. Our intellectual property is vitally important to our business strategy, and we have taken and continue
to take significant steps to develop this property and protect its value. Results from our ongoing research and development efforts
are intended to add to our existing intellectual property portfolio. |
Clinical Development Pipeline in 2024
We are currently in clinical development of a single product, Lomecel-B™
for three potential indications:
Indication |
|
Geography |
|
Phase
1 |
|
Phase
2 |
|
Phase
3 |
HLHS |
|
U.S. |
|
|
|
|
Alzheimer’s disease |
|
U.S. |
|
|
|
|
Aging-related Frailty* |
|
U.S. |
|
|
|
|
Figure 1: Lomecel-B™ clinical development
pipeline
* |
Not currently active for
2024 |
Hypoplastic Left Heart Syndrome (HLHS).
The FDA granted Lomecel-B™ for the treatment of HLHS a Rare Pediatric Disease (“RPD”) Designation (on November 8, 2021),
Orphan Drug Designation (“ODD”) (on December 2, 2021), and Fast Track Designation (on August 24, 2022). HLHS is a rare congenital
heart condition affecting approximately 1,000 newborns in the US annually. HLHS is a birth defect that affects normal blood flow through
the heart. As the baby develops during pregnancy, the left side of the heart does not form correctly. It is one type of congenital heart
defect present at birth. Because a baby with this defect needs surgery or other procedures soon after birth, HLHS is considered a critical
congenital heart defect. To prevent certain death shortly after birth, these babies undergo a series of three heart surgeries (staged
surgical palliation) that converts the normally 4-chamber heart into a 3-chamber one with a single ventricle (the right ventricle) supporting
systemic circulation. Despite these life-saving surgeries, HLHS patients nevertheless still have high early mortality and morbidity rates
due primarily to heart failure.
We are currently conducting an ongoing Phase
2b clinical trial (ELPIS II) under FDA IND 017677. ELPIS II is a multi-center, randomized, double-blind, controlled clinical trial designed
to evaluate Lomecel-B™ as an adjunct therapy to the standard-of-care second-stage HLHS heart reconstructive surgery which is typically
performed at 4-6 months after birth. The primary objective is to evaluate change in right ventricular ejection fraction after Lomecel-B™
treatment versus standard-of-care surgery alone (38 subjects total: 19 per arm). This trial is over 50% enrolled and is funded in part
by the NHLBI/NIH. While we cannot predict a specific time when the trial will be fully enrolled, the current plan is that enrollment
will be completed by the end of 2024.
ELPIS II is a next-step trial to our completed
10-patient open-label Phase 1 trial (ELPIS I) under the same IND. This Phase 1 trial was designed to evaluate the safety and tolerability
of Lomecel-B™ as an adjunct to the second-stage HLHS surgery, and to obtain preliminary evidence of Lomecel-B™ effect to
support a next-phase trial. The primary safety endpoint was met: no major adverse cardiac events (“MACE”) or treatment-related
infections during the first month post-treatment, and no triggering of stopping rules. Furthermore, fluid-based and imaging biomarker
data supported multiple potentially relevant mechanisms-of-action of Lomecel-B™, and the potential to improve post-surgical heart
function. In addition to the 12-month follow-up evaluation on ELPIS, we continue to follow these patients on an annual basis. As of February
2024, all 10 patients have survived (100%), seven of the patients have reached the age of five and have successfully undergone the third-stage
surgery, and two of them have reached the age of six years old, all without the need for a heart transplantation. Based on historical
data, over 15% of patients would be expected to have received a heart transplant or have died within three years after the second-stage
surgery, rising to nearly 20% by five years. We intended to continue to follow-up with these patients for up to an additional five years,
until all patients reach ten years of age.
We are prosecuting a number of patent applications
relating to the administration of medicinal signaling cells for treating HLHS in Canada, Japan, Taiwan, the United States and The Bahamas,
with applications having also been ordered for filing in Australia, China, South Korea, and the European Patent Office.
Alzheimer’s disease. AD, a devastating
neurologic disease leading to cognitive decline, currently has very limited therapeutic options. An estimated 6.7 million Americans aged
65 and older have AD, and this number is projected to more than double by 2060. Lomecel-B™ treated patients showed an overall slowing/prevention
of disease worsening compared to placebo in the completed Phase 2a study (CLEAR MIND) as previously detailed in this prospectus, and
met its primary endpoint of safety. These results are consistent with those of our earlier Phase I study2. As previously indicated,
Lomecel-B™ has been granted Regenerative Medicine Advanced Therapy (RMAT) and Fast Track designations by the FDA for the treatment
of mild AD, and we are actively in pursuit of a partnership to propel our AD initiative forward.
Aging-related Frailty. Aging-related Frailty
is a life-threatening geriatric condition that disproportionately increases risks for poor clinical outcomes from disease and injury.
While the definition of Aging-related Frailty lacks consensus, would be a new indication from a regulatory standpoint, and has no approved
pharmaceutical or biologic treatments, there are a number of companies now working to develop potential therapeutics for this unmet medical
need.
We have previously completed two U.S. clinical
trials under FDA IND 016644. One is a multicenter, randomized, placebo-controlled Phase 2b trial which showed that a single infusion
of Lomecel-B™ significantly improved 6-Minute Walk Test (“6MWT”) distance at 9 months after infusion (although results
were inconclusive at six months after infusion), and also showed a dose-dependent increase in 6MWT distance 6 months after infusion.
The second is a multicenter, randomized, placebo-controlled Phase 1/2 trial (“HERA Trial”) intended primarily to evaluate
safety, and explore the effect Lomecel-B™ may have on specific biomarkers of immune system function in older, frail individuals
receiving the high dose influenza vaccine, as well as to evaluate the potential effects of Lomecel-B™ on signs and symptoms of
Aging-related Frailty. Results from this study showed that Lomecel-B™ was generally safe and well tolerated in patients with Aging-related
Frailty. Additionally, hemagglutinin inhibition (“HAI”) assay results in the Lomecel-B™ and placebo groups to influenza
were not statistically different, indicating Lomecel-B™ does not suppress the immune system.
Recent Developments
Notice from Nasdaq
On March 4, 2024, we received a notice from
Nasdaq that our Class A common stock did not meet the $1.00 minimum bid price required for continued listing on the Nasdaq Capital
Market (the “Minimum Bid Price Requirement”). The receipt of this letter does not result in the immediate delisting of the
Company’s Class A common stock and we have an initial period of 180 calendar days (the “Compliance Period”)
to regain compliance with the Minimum Bid Requirement.
If, at any time during the Compliance Period the
bid price closes at $1.00 or more per share for a minimum of 10 consecutive business days (subject to Staff’s discretion to
increase the minimum period to up to 20 consecutive business days under certain conditions), the Staff would provide written notification
to the Company that it again complies with the Minimum Bid Price Requirement and the Class A common stock will continue to be eligible
for listing on the Nasdaq Capital Market unless other eligibility deficiencies exist. However, if our Class A common stock has a
closing bid price of $0.10 or less for ten consecutive trading days during the Compliance Period, Nasdaq can issue a Staff Determination
Letter, which, unless appealed, would subject our Class A common shares to immediate suspension and delisting.
On April
16, 2024, the Company received written notification from Nasdaq indicating that the Company’s Common Stock had a closing price
of $1.00 per share or greater for the last 13 consecutive business days, from March 27, 2024 to April 15, 2024, and that, as a result,
the Company had regained compliance with the Minimum Bid Price Requirement and that the matter was now closed.
Reverse Split
On March 26, 2024, we effected the Reverse Split
of our common stock. The Reverse Split reduced the aggregate number of outstanding shares of Common Stock on a pre-reverse split basis
from 10,342,760 to 1,101,254 on a post-reverse split basis, and the aggregate number of outstanding shares of Class B Common Stock from
14,839,993 on a pre-reverse split basis to 1,484,005 on a post-reverse split basis (subject to further adjustment due to the rounding
up of fractional shares resulting from the Reverse Split). The number of authorized shares of the Company’s capital stock remains
unchanged at 105,000,000 shares, consisting of 84,295,000 shares of Common Stock, 15,705,000 shares of Class B Common Stock and 5,000,000
shares of preferred stock.
The share numbers, the per share numbers, option
numbers, warrant numbers, other derivative security numbers and exercise prices appearing in this prospectus supplement (but not the
accompanying prospectus), including those as of dates prior to the completion of the Reverse Split, have been adjusted to give effect
to the Reverse Split, however, our annual, periodic and current reports, and all other information and documents incorporated by reference
into this prospectus supplement that were filed prior to March 19, 2024, do not give effect to the Reverse Split.
2 |
Mark Brody, Marc Agronin,
Brad J. Herskowitz, Susan Y. Bookheimer, Gary W. Small, Benjamin Hitchinson, Kevin Ramdas, Tyler Wishard, Katalina Fernández
McInerney, Bruno Vellas, Felipe Sierra, Zhijie Jiang, Lisa McClain-Moss, Carmen Perez, Ana Fuquay, Savannah Rodriguez, Joshua M.
Hare, Anthony A. Oliva Jr., Bernard Baumel. “Results and insights from a phase I clinical trial of Lomecel-B™ for Alzheimer’s
disease” (2023) Alzheimer’s & Dementia: The Journal of the Alzheimer’s Association 19:261-273. |
April 2024 Public Offering
On April 8, 2024, we commenced a public offering
(the “April offering”) of (i) 661,149 shares of Common Stock and (ii) pre-funded warrants to purchase up to an aggregate
1,572,894 shares of Common Stock (the “April pre-funded warrants”), which closed on April 10, 2024. The Common Stock and
April pre-funded warrants were sold together with warrants to purchase up to an aggregate of 2,234,043 shares of Common Stock (the “April
common warrants”). Certain institutional investors purchasing securities as part of the April offering entered into a securities
purchase agreement with the Company dated as of April 8, 2024. The combined public offering price was $2.35 per share of Common Stock
and related April common warrant and $2.349 per April pre-funded warrant and related March common warrant.
The securities issued in the April offering were
offered by us pursuant to a prospectus included in our registration statement on Form S-1 (File No. 333-278073), which was declared effective
by the SEC on April 8, 2024. The April offering closed on April 10, 2024.
Subject to certain limitations described in the
April common warrants, the April common warrants are immediately exercisable at an exercise price of $2.35 per share of Common Stock
and expire five years from the date of issuance. Subject to certain limitations described in the April pre-funded warrants, the April
pre-funded warrants are immediately exercisable and may be exercised at a nominal consideration of $0.001 per share of Common Stock at
any time until all of the April pre-funded warrants are exercised in full. Concurrently with the closing of the April offering, certain
purchasers elected to exercise April pre-funded warrants to purchase 1,318,362 shares of Common Stock.
Pursuant to an engagement letter between the
Company and Wainwright, the Company paid Wainwright a cash fee equal to 7.0% of the aggregate gross proceeds raised in the April offering,
plus a management fee equal to 1.0% of the aggregate gross proceeds raised in the April offering and certain expenses incurred in connection
with the April offering. The Company also issued to designees of Wainwright warrants to purchase up to 154,894 shares of Common Stock
(the “April offering placement agent warrants”). The April offering placement agent warrants have substantially the same
terms as the April common warrants, except that the April offering placement agent warrants have an exercise price equal to $2.9375 per
share and have a term of five years from the commencement of sales in the April offering.
In connection with the April offering, the Company
agreed with a holder of October private placement warrants to amend those warrants in consideration for the holder’s participation
in the April offering. The holder’s October private placement warrants to purchase up to (a) 242,425 shares of common stock at
an exercise price of $16.50 per share, issued on October 13, 2023 and expiring on April 13, 2029 (the “Series A warrants”)
and (b) 242,425 shares of common stock at an exercise price of $16.50 per share, issued on October 13, 2023 and expiring on April 14,
2025 (the “Series B warrants”) were amended to (i) reduce the exercise price of the October private placement warrants to
$2.35 per share and (ii) amend the expiration date of the Series A warrants to five and one-half (5.5) years following the closing of
the April offering and the Series B warrants to eighteen (18) months following the closing of the April offering, in each case for a
payment to the Company of $0.125 per amended warrant, for aggregate gross consideration of $60,606.25, prior to deducting the Placement
Agent’s fees.
April 2024 Warrant Inducement Transaction
On April 16, 2024, the Company entered into an
inducement letter agreements (the “Inducement Letter Agreements”) with certain holders of its existing October private placement
warrants, and certain April common stock warrants to purchase up to an aggregate of 1,914,894 shares of Common Stock.
Pursuant to the Inducement Letter Agreements,
the holders agreed to exercise for cash the October private placement warrants and the referenced April common stock warrants (collectively
the “existing warrants”) at an exercise price of $2.35 per share in consideration for payment of $0.125 per new warrant and
the Company’s agreement to issue new unregistered Common Stock warrants to purchase up to 4,799,488 shares of Common Stock at an
exercise price of $2.35 per share, which are immediately exercisable. The new warrants to purchase up to 2,399,744 shares of Common Stock
(the “Series C warrants”) have a term of five years from the issuance date, and the new warrants to purchase up to 2,399,744
shares of Common Stock have a term of twenty-four months from the issuance date (the “Series D warrants”) (the “April
Warrant Inducement Transaction”).
Pursuant to the terms of the Inducement Letter
Agreements, in the event that the exercise of the existing warrants would have otherwise caused a warrant holder to exceed the beneficial
ownership limitations set forth in such warrant holder’s existing warrants (4.99% or, if applicable and at such warrant holder’s
election, 9.99%), we issued to such warrant holder the number of shares of Common Stock that would not cause such warrant holder to exceed
such beneficial ownership limitation, as directed by such warrant holder, and agreed to hold such warrant holder’s balance of shares
of Common Stock in abeyance until we receive notice from such warrant holder that the balance of shares of Common Stock may be issued
in compliance with such beneficial ownership limitations.
In addition to cash fees, the placement agent
in the offering also received warrants to purchase up to 167,982 shares of Common Stock, equal to 7.0% of the aggregate number of shares
of Common Stock issued upon exercise of the warrants pursuant to the April Warrant Inducement Transaction (the “April placement
agent warrants”, and together with the Series C warrants and Series D warrants, the “April private placement warrants”).
The April placement agent warrants have the same terms as the Series C warrants, except that the April placement agent warrants have
an exercise price of $3.25 per share.
We agreed to file a registration statement on
Form S-1 providing for the resale of the Common Stock issuable upon the exercise of the April private placement warrants within twenty
(20) calendar days following the date of the Inducement Letter Agreements, and to use commercially reasonable efforts to cause the resale
registration statement to become effective within forty-five (45) calendar days from the date of the Inducement Letter Agreements. That
registration on Form S-1 (File No. 333-278995) was filed with the SEC on April 30, 2024 and declared effective on May 21, 2024.
Additionally, upon exercise, if any, of the Series
D warrants for cash, the Company shall pay Wainwright, within five (5) business days of the Company’s receipt of the exercise price,
in addition to a cash fee, warrants to purchase shares of Common Stock equal to 7.0% of the number of shares underlying such Series D
warrants that have been exercised, with such warrants to be in the same form and terms as the April placement agent warrants.
The gross proceeds to the Company from the exercise
of the existing warrants, inclusive of the payment consideration for the new warrants, were approximately $6.2 million, before deducting
placement agent fees and other offering expenses payable by the Company. The closing of the April Warrant Inducement Transaction occurred
on April 18, 2024.
June 2024 Warrant Inducement Transaction
On June 17, 2024, the Company entered into inducement
letter agreements (collectively, the “June Inducement Letter Agreements”) with holders of its existing Series D warrants
to purchase 1,697,891 shares of the Company’s Common Stock.
Pursuant to the June Inducement Letter Agreements,
the holders agreed to exercise the Series D warrants for cash at the exercise price of $2.35 per share in consideration for the Company’s
agreement to issue new unregistered Common Stock warrants, for payment of $0.125 per new warrant, to purchase up to an aggregate of 3,395,782
shares of Common Stock (the “June private placement warrants” and such shares of Common Stock issuable upon the exercise
of the June private placement warrants, the “June Warrant Shares”) at an exercise price of $2.50 per share (the “June
Inducement Transaction”). The June private placement warrants are immediately exercisable upon issuance and have a term of twenty-four
months from the issuance date.
In addition to cash fees, Wainwright, the placement
agent in the offering, also received warrants to purchase up to (i) 118,852 shares of Common Stock, equal to 7.0% of the aggregate
number of shares of Common Stock issued upon exercise of the Series D warrants pursuant to the June Inducement Transaction (the “June
transaction placement agent warrants”) and (ii) 49,130 shares of Common Stock, equal to 7.0% of the aggregate number of shares
of Common Stock issued upon exercise of certain Series D warrants prior to the June Inducement Transaction (the “prior placement
agent warrants” and together with the June transaction placement agent warrants, the “June placement agent warrants”).
The June placement agent warrants have substantially the same terms as the June private placement warrants, except that (i) the June
transaction placement agent warrants have an exercise price of $3.25 per share and (ii) the prior placement agent warrants have an exercise
price of $2.9375 per share.
We agreed to file a registration statement on
Form S-1 providing for the resale of the Common Stock issuable upon the exercise of the June private placement warrants and June placement
agent warrants within twenty (20) calendar days following the date of the June Inducement Letter Agreements, and to use commercially
reasonable efforts to cause the resale registration statement to become effective within forty-five (45) calendar days from the date
of the June Inducement Letter Agreements. That registration on Form S-1 (File no. 333-280577) was filed with the SEC on June 28, 2024
and declared effective on July 9, 2024.
Additionally, upon exercise, if any, of the June
private placement warrants for cash, the Company shall pay Wainwright, within five (5) business days of the Company’s receipt of
the exercise price, in addition to a cash fee, warrants to purchase shares of Common Stock equal to 7.0% of the number of shares underlying
such June private placement warrants that have been exercised, with such warrants to be in the same form and terms as the June transaction
placement agent warrants.
The gross proceeds to the Company from the exercise
of the Series D warrants, inclusive of the payment consideration for the June private placement warrants, were approximately $4.4 million,
before deducting placement agent fees and other offering expenses payable by the Company. The closing of the June Inducement Transaction
occurred on June 18, 2024.
Risks of Investing
Investing in our securities involves substantial
risks. Potential investors are urged to read and consider the risk factors relating to an investment in the offered securities set forth
under “Risk Factors” in this prospectus supplement and the accompanying prospectus as well as other information we
incorporate or include in this prospectus supplement and the accompanying prospectus.
Corporate Information
We were initially formed as a Delaware limited
liability company in October 2014. As part of our initial public offering (“IPO”) in February 2021, Longeveron LLC converted
into a Delaware corporation pursuant to a statutory conversion, and changed its name to Longeveron Inc. Additional information about
us is included in documents incorporated by reference in this prospectus supplement. See “Where You Can Find More Information”
and “Incorporation of Certain Information by Reference.” Our principal executive offices are located at 1951 NW 7th
Avenue, Suite 520, Miami, Florida 33136, and our telephone number is (305) 909-0840. Our website address is www.longeveron.com. The information
contained in, or accessible through, our website does not constitute a part of this prospectus supplement nor the accompanying prospectus.
We have included our website address in this prospectus supplement and the accompanying prospectus solely as an inactive textual reference.
THE OFFERING
Common
stock offered: |
|
2,236,026 shares
of Common Stock. |
|
|
|
Common
Stock offering price: |
|
$4.025 per share of Common
Stock |
|
|
|
Concurrent
private placement: |
|
In a concurrent private
placement, we are also issuing to the purchasers unregistered Common Warrants to purchase up to 2,236,026 shares of Common Stock
Each Common Warrant will be exercisable for one share of Common Stock at an exercise price of $3.90 per share, will be immediately
exercisable upon issuance and will expire twenty-four months from the date of issuance. The Common Warrants and the shares of Common
Stock issuable upon the exercise of these warrants are not being registered under the Securities Act. The Common Warrants are being
offered pursuant to the exemption provided in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated
thereunder, and will not be listed for trading on any national securities exchange. Each purchaser is an “accredited investor”
as such term is defined in Rule 501(a) of the Securities Act. See “Concurrent Private Placement” on
page S-27 of this prospectus supplement. |
|
|
|
Common
Stock outstanding after this offering(1): |
|
12,875,473 shares of Common
Stock and 1,484,005 shares of Class B Common Stock (assuming none of the Common Warrants issued in the concurrent private placement
or placement agent warrants are exercised). |
|
|
|
Use
of proceeds: |
|
We intend to use the proceeds
from this offering to provide funding for our ongoing clinical and regulatory development of Lomecel-B™ for the treatment of
several disease states and indications, including HLHS and Alzheimer’s disease, obtaining regulatory approvals, capital expenditures,
working capital and other general corporate purposes. See “Use of Proceeds” for a more detailed description of
the intended use of proceeds from this offering. |
|
|
|
Risk
Factors: |
|
You should read the “Risk
Factors” section of this prospectus supplement and the accompanying prospectus for a discussion of factors to consider carefully
before deciding to invest in our securities. |
|
|
|
NASDAQ
Capital Market symbol for Common Stock: |
|
“LGVN.” |
(1) |
The number of shares of
Common Stock to be outstanding after this offering is based on 10,639,447 shares of Common Stock and 1,484,005 shares of Class B
Common Stock outstanding as of July 17, 2024, and excludes: |
|
● |
5,536 shares of Common
Stock issuable upon exercise of outstanding warrants at an exercise price of $120.00 per share; |
|
● |
116,935 shares of Common
Stock issuable upon exercise of outstanding warrants at an exercise price of $52.50 per share; |
|
● |
4,679 shares of Common
Stock issuable upon exercise of outstanding warrants at an exercise price of $175.00 per share; |
|
● |
16,971 shares of Common Stock issuable upon exercise of outstanding warrants issued in October 2023 at an exercise price of $20.625 per share; |
|
● |
135,531 shares of Common Stock issuable upon the exercise of outstanding warrants issued in December 2023 at an exercise price of $16.20 per share; |
|
● |
9,489 shares of Common Stock issuable upon the exercise of outstanding warrants issued in December 2023 at an exercise price of $21.813 per share; |
|
|
|
|
● |
297,872 shares of Common Stock issuable upon the exercise of remaining outstanding April common warrants at an exercise price of $2.35 per share; |
|
|
|
|
● |
2,349,744 shares of Common Stock issuable upon the exercise of Series C warrants at an exercise price of $2.35 per share; |
|
|
|
|
● |
167,982 shares of Common Stock issuable upon the exercise of outstanding April Warrant Inducement Transaction placement agent warrants at an exercise price of $3.25 per share; |
|
|
|
|
● |
156,383 shares of Common Stock issuable upon the exercise of outstanding April offering placement agent warrants at an exercise price of $2.9375 per share; |
|
|
|
|
● |
926,596 shares of Common Stock issuable upon the exercise of the June private placement warrants at an exercise price of $2.50 per share; |
|
|
|
|
● |
118,852 shares of Common Stock issuable upon the exercise of outstanding June Inducement Transaction placement agent warrants at an exercise price of $3.25 per share; |
|
|
|
|
● |
49,130 shares of Common Stock issuable upon the exercise of outstanding June ordinary course placement agent warrants at an exercise price of $2.9375 per share; |
|
|
|
|
● |
10,500 shares of Common Stock issuable upon the exercise of outstanding July ordinary course placement agent warrants at an exercise price of $3.125 per share; |
|
|
|
|
● |
25,425 shares issuable upon the vesting of Restricted Stock Units (“RSUs”) under the Company’s Second Amended and Restated 2021 Incentive Award Plan (the “2021 Plan”); |
|
|
|
|
● |
In April 2024, we agreed to issue stock options to a third party service provider exercisable for up to 50,000 shares of Common Stock. The option, which was issued in July, has an exercise price of $2.15 per share, and vests quarterly over a three year period; and |
|
|
|
|
● |
42,200 stock options outstanding with an average exercise price of $49.02 per share, issuable under the Company’s 2021 Plan. |
|
|
|
|
● |
Unless otherwise indicated, all information in this prospectus supplement assumes (i) no exercise of options issued under our stock incentive plans, (ii) no exercise of warrants, (iii) no exercise of the Common Warrants to be issued to the investors in the concurrent private placement and (iv) no exercise of the warrants to be issued as compensation to the placement agent (or its designees) in connection this offering. |
RISK FACTORS
Investing in our securities involves a high
degree of risk. You should consider and read carefully all of the risks and uncertainties described below and in the accompanying prospectus,
as well as the risk factors and other information contained in this prospectus supplement and accompanying prospectus and which is incorporated
by reference in our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, before making an investment decision
with respect to our securities. The occurrence of any of the following risks or those incorporated by reference, or additional risks and
uncertainties not presently known to us or that we currently believe to be immaterial could materially and adversely affect our business,
financial condition, results of operations or cash flows. In any such case, the market price of our Common Stock or other securities could
decline, and you may lose all or part of your investment. This prospectus supplement and accompanying prospectus also contain forward-looking
statements and estimates that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.”
Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors, including
the risks and uncertainties described below and those incorporated by reference.
Risks Related to this Offering
We have broad discretion in how we use the
net proceeds of this offering, and we may not use these proceeds effectively or in ways with which you agree.
Our management will have broad discretion as to
the application of the net proceeds of this offering and could use them for purposes other than those contemplated at the time of the
offering. We intend to use the net proceeds, if any, from this offering to provide funding for our ongoing clinical and regulatory development
of Lomecel-B™ for the treatment of several disease states and indications, including HLHS and Alzheimer’s Disease, obtaining
regulatory approvals, capital expenditures, working capital and other general corporate purposes. Our stockholders may not agree with
the manner in which our management chooses to allocate and spend the net proceeds. Moreover, our management may use the net proceeds for
corporate purposes that may not increase the market price of our Common Stock or other securities. See the section of this prospectus
supplement titled “Use of Proceeds.”
Raising additional capital may cause future
dilution to our stockholders, restrict our operations or require us to relinquish rights to our technologies or current product candidates.
Until such time, if ever, as we can generate the
cash we need from operations, we expect to finance our cash needs through a combination of private and public equity offerings, debt financings,
collaborations, strategic alliances and marketing, distribution or licensing arrangements. We do not currently have any committed external
source of funds and in order to raise additional capital, we may offer and issue additional shares of our Common Stock or other securities
convertible into or exchangeable for our Common Stock in the future. We are generally not restricted from issuing additional securities,
including shares of Common Stock, securities that are convertible into or exchangeable for, or that represent the right to receive, Common
Stock or substantially similar securities. The issuance of securities in future offerings may cause further dilution to our stockholders,
including investors in this offering. We cannot assure you that we will be able to sell shares or other securities in any other offering
at a price per share that is equal to or greater than the price per share paid by investors in this offering, and investors purchasing
other securities in the future could have rights superior to existing stockholders. To the extent that we raise additional capital through
the sale of Common Stock or securities convertible into or exchangeable for Common Stock, the ownership interest of our stockholders will
be diluted, and the terms of these new securities may include liquidation or other preferences that materially adversely affect the rights
of our stockholders. Debt financing, if available, would increase our fixed payment obligations and may involve agreements that include
covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures
or declaring dividends.
If we raise funds through collaborations, strategic
alliances or marketing, distribution or licensing arrangements with third-parties, we may have to relinquish valuable rights to our intellectual
property, future revenue streams, research programs or current or future product candidates or grant licenses on terms that may not be
favorable to us. If we are unable to raise additional funds when needed, we may be required to delay, scale back or discontinue the development
and commercialization of one or more of our product candidates, delay our pursuit of potential licenses or acquisitions, or grant rights
to develop and market current or future therapeutic candidates that we would otherwise prefer to develop and market ourselves.
In addition, we have a significant number of stock
options, restricted stock units and warrants outstanding. To the extent that outstanding stock options or warrants have been or may be
exercised or other shares issued, you may experience further dilution.
A substantial number of shares of our Common
Stock are being sold in this offering and the concurrent private placement, which could cause the price of our Common Stock to decline.
In this offering we are selling 2,236,026
shares of Common Stock. In addition, in the concurrent private placement, we are also selling Common Warrants to purchase up to an
aggregate of 2,236,026 shares of Common Stock. In the aggregate, excluding the shares of Common Stock issuable pursuant to the
Common Warrants, the shares issued in this offering represent approximately 18.4% of our outstanding Common Stock and Class B Common
Stock as of July 17, 2024 after giving effect to the sale of the shares of Common Stock in this offering. This sale and any future
sales of a substantial number of shares of our Common Stock in the public market, or the perception that such sales may occur, could
adversely affect the price of our Common Stock on the NASDAQ Capital Market. We cannot predict the effect, if any, that market sales
of those shares of Common Stock or the availability of those shares of Common Stock for sale will have on the market price of our
Common Stock.
We do not currently intend to pay dividends
on our Common Stock and, consequently, your ability to achieve a return on your investment will depend on appreciation of the value of
our Common Stock.
We have never declared or paid any cash dividends
on our equity securities. We currently anticipate that we will retain future earnings for the development, operation and expansion of
our business and do not anticipate declaring or paying any cash dividends for the foreseeable future. Any return to stockholders will
therefore be limited to any appreciation in the value of our Common Stock, which is not certain.
The price of our Common Stock may be volatile
or may decline regardless of our operating performance, and stockholders may not be able to resell their shares at or above the price
at which they purchase those shares.
Trading volume in shares of our Common Stock on
the Nasdaq Capital Market has been limited. You may not be able to sell your shares quickly or at the market price if trading in shares
of our Common Stock is not active. An active or liquid market in our Common Stock may not develop or, if it does develop, it may not sustain.
As a result of these and other factors, stockholders may not be able to resell their shares of our Common Stock at or above the price
at which they purchase those shares in this offering.
Further, an inactive market may also impair our
ability to raise capital by selling shares of our Common Stock and may impair our ability to enter into strategic collaborations or acquire
companies or products by using our shares of Common Stock as consideration.
If you purchase our securities in this offering,
you may incur immediate and substantial dilution in the book value of your shares of Common Stock.
You may suffer immediate and substantial dilution
in the net tangible book value of the Common Stock you purchase in this offering.
Resales of our shares of Common Stock in
the public market by our stockholders as a result of this offering may cause the market price of our shares of Common Stock to fall.
We are registering 2,236,026 shares of Common
Stock offered under this prospectus supplement, as well as 2,236,026 shares of Common Stock, in the aggregate, issuable upon the exercise
of the Common Warrants issued in the concurrent private placement. Sales of substantial amounts of our shares of Common Stock in the public
market, or the perception that such sales might occur, could adversely affect the market price of our shares of Common Stock. The issuance
of new shares of Common Stock could result in resales of our shares of Common Stock by our current shareholders concerned about the potential
ownership dilution of their holdings. Furthermore, in the future, we may issue additional shares of common stock or other equity or debt
securities exercisable or convertible into shares of common stock. Any such issuance could result in substantial dilution to our existing
shareholders and could cause our stock price to decline.
Risks Related to Our Common Stock
The price of our Common Stock has been,
and may continue to be, volatile, which could result in substantial or total losses for investors.
The trading price of our Common Stock has been,
and may continue to be, highly volatile and subject to wide fluctuations in response to various factors, some of which we cannot control.
The stock market in general, and pharmaceutical and biotechnology companies in particular, have experienced extreme price and volume fluctuations
that have often been unrelated or disproportionate to the operating performance of these companies.
Broad market and industry factors may negatively
affect the market price of our Common Stock, regardless of our actual operating performance. In addition to the factors discussed in this
“Risk Factors” section and elsewhere in this prospectus supplement and accompanying prospectus, these factors include:
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the timing and results, or perception of the results, of preclinical studies and clinical trials of our product candidates or those of our competitors; |
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the success of competitive products or announcements by potential competitors of their product development efforts; |
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regulatory actions with respect to our or our competitors’ product candidates or approved products; |
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actual or anticipated changes in our growth rate relative to our competitors; |
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regulatory or legal developments in the U.S. and other countries; |
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developments or disputes concerning patent applications, issued patents or other proprietary rights; |
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the recruitment or departure of key personnel; |
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announcements by us or our competitors of significant acquisitions, strategic collaborations, joint ventures, or capital commitments; |
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actual or anticipated changes in estimates as to financial results, development timelines or recommendations by securities analysts; |
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fluctuations in the valuation of companies perceived by investors to be comparable to us; |
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market conditions in the pharmaceutical and biotechnology sector; |
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changes in the structure of healthcare payment systems; |
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Common Stock price and volume fluctuations attributable to inconsistent trading volume levels of our Common Stock |
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announcement or expectation of additional financing efforts; |
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sales of our Common Stock by us, our insiders or our other stockholders; |
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expiration of market stand-off or lock-up agreements; and |
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general economic, industry and market conditions. |
The realization of any of the above risks or any
of a broad range of other risks, including those described in this “Risk Factors” section, could have a dramatic and
adverse impact on the market price of our Common Stock. Additionally, in the past, securities class action litigation has often been instituted
against companies following periods of volatility in the market price of a company’s securities. This type of litigation, if instituted,
could result in substantial costs and a diversion of management’s attention and resources.
There may not be sufficient liquidity in
the market for our securities in order for investors to sell their shares.
We are a small company that is relatively unknown
to stock analysts, stockbrokers, institutional investors and others in the investment community that generate or influence sales volume,
and even if we came to the attention of such persons, they tend to be risk-averse and may be reluctant to follow an unproven company such
as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. There may be periods
of several days or more when trading activity in our shares is minimal as compared to a mature issuer which has a large and steady volume
of trading activity that will generally support continuous sales without an adverse effect on share price. It is possible that a broader
or more active public trading market for our Common Stock will not develop or be sustained, or that trading levels will not continue.
These factors may materially adversely affect the market price of our Common Stock, regardless of our performance.
We will need to raise substantial additional
funding. If we are unable to raise capital when needed, we could be forced to delay, scale back or discontinue some of our therapeutic
candidate development programs or commercialization efforts.
The development of pharmaceutical drugs is capital
intensive. We are currently advancing Lomecel-BTM into clinical development. Our current cash resources are insufficient to
fund our planned operations or development plans beyond the second quarter of 2025. We will require additional funds to advance further.
If we are capital constrained, we may not be able to meet our obligations. If we are unable to meet our obligations, or we experience
a disruption in our cash flows, it could limit or halt our ability to continue to develop our current product candidate or even to continue
operations, either of which occurrence would have a material adverse effect on us.
We expect our expenses to continue to increase
in connection with our ongoing activities, particularly as we continue the research and development of, advance the preclinical and clinical
activities of, and seek marketing approval for, our current product candidate. In addition, if we obtain marketing approval for any of
our current or future product candidates, we expect to incur significant commercialization expenses related to sales, marketing, manufacturing
and distribution. We may also need to raise additional funds sooner if we choose to pursue additional indications and/or geographies for
our current product candidate or otherwise expand more rapidly than we presently anticipate. Furthermore, we expect to continue to incur
significant costs associated with operating as a public company. If we are unable to raise capital when needed, we could be forced to
delay, scale back or discontinue the development and commercialization of one or more of our therapeutic candidates, delay our pursuit
of potential licenses or acquisitions, or significantly reduce our operations.
We expect that the net proceeds from recent offerings,
together with our existing cash, will be sufficient to fund our operations into the second quarter of 2025. Our future capital requirements
will depend on and could increase significantly as a result of many factors, including:
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the scope, progress, results and costs of drug discovery, preclinical development, laboratory testing and clinical trials for our current or future therapeutic candidates; |
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the potential additional expenses attributable to adjusting our development plans (including any supply-related matters) to the COVID-19 pandemic; |
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the scope, prioritization and number of our research and development programs; |
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the costs, timing and outcome of regulatory review of our current or future therapeutic candidates; |
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our ability to establish and maintain collaborations on favorable terms, if at all; |
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the achievement of milestones or occurrence of other developments that trigger payments under any additional collaboration agreements we obtain; |
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the extent to which we are obligated to reimburse, or are entitled to reimbursement of, clinical trial costs under future collaboration agreements, if any; |
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the costs of preparing, filing and prosecuting patent applications, maintaining and enforcing our intellectual property rights and defending intellectual property-related claims; |
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the extent to which we acquire or license other current or future therapeutic candidates and technologies: |
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the costs of securing manufacturing arrangements for commercial production; and |
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the costs of establishing or contracting for sales and marketing capabilities if we obtain regulatory approvals to market our current or future therapeutic candidates. |
Identifying potential current or future product
candidates and conducting preclinical testing and clinical trials is a time-consuming, expensive and uncertain process that takes years
to complete, and we may never generate the necessary data or results required to obtain marketing approval and achieve drug sales.
In addition, our current or future product candidates,
if approved, may not achieve commercial success. Our commercial revenues, if any, will be derived from sales of drugs that we do not expect
to be commercially available for many years, if ever. Accordingly, we will need to continue to rely on additional funding to achieve
our business objectives.
Any additional fundraising efforts may divert
our management from their day-to-day activities, which may adversely affect our ability to develop and commercialize our current or future
therapeutic candidates.
Disruptions in the financial markets in general
have made equity and debt financing more difficult to obtain and may have a material adverse effect on our ability to meet our fundraising
needs. We cannot guarantee that future financing will be available in sufficient amounts or on terms favorable to us, if at all. Moreover,
the terms of any financing may adversely affect the holdings or the rights of our stockholders and the issuance of additional securities,
whether equity or debt, by us, or the possibility of such issuance, may cause the market price of our Common Stock to decline. The sale
of additional equity or convertible securities would dilute all of our stockholders. The incurrence of indebtedness could result in fixed
payment obligations, and we may be required to agree to certain restrictive covenants, such as limitations on our ability to incur additional
debt, limitations on our ability to acquire, sell or license intellectual property rights and other operating restrictions that could
adversely impact our ability to conduct our business. We could also be required to seek funds through arrangements with collaborators
or otherwise at an earlier stage than otherwise would be desirable and we may be required to relinquish rights to some of our technologies
or current or future therapeutic candidates or otherwise agree to terms unfavorable to us, any of which may have a material adverse effect
on our business, operating results and prospects.
If we are unable to obtain funding on a timely
basis, we may be required to significantly delay, scale back or discontinue one or more of our research or development programs or the
commercialization of any therapeutic candidates or be unable to expand our operations or otherwise capitalize on our business opportunities,
as desired, which could materially affect our business, financial condition and results of operations.
There is no public market for the Common
Warrants being offered in this offering.
There is no public trading market for the Common Warrants
being offered in this offering and we do not expect a market to develop for either. In addition, we do not intend to list the Common Warrants
on Nasdaq or any other national securities exchange or nationally recognized trading system. Without an active trading market, the liquidity
of the Common Warrants will be limited.
The dual class structure of our Common Stock
may adversely affect the trading market for our Common Stock.
We cannot predict whether our dual class structure
will result in a lower or more volatile market price of our Common Stock or in adverse publicity or other adverse consequences. For example,
certain index providers have announced restrictions on including companies with dual class or multi-class share structures in certain
of their indexes. Our dual class capital structure could make us ineligible for inclusion in certain indices and mutual funds, exchange-traded
funds and other investment vehicles that attempt to passively track these indices will not be investing in our stock. These policies are
still fairly new, and it is as of yet unclear what effect, if any, they will have on the valuations of publicly traded companies excluded
from the indices, but it is possible that they may depress these valuations compared to those of other similar companies that are included.
Furthermore, we cannot assure you that other stock indices will not take a similar approach to S&P, Dow Jones or FTSE Russell in the
future. Exclusion from indices could make our Common Stock less attractive to investors and, as a result, the market price of our Common
Stock could be adversely affected.
Holders of our Class B common stock exert
considerable control over the direction of our business and their ownership of our Class B common stock can prevent other stockholders
from influencing significant decisions.
For so long as holders of Class B Common Stock
continue to hold their current shares, they will be able to significantly influence the composition of our Board of Directors and the
approval of actions requiring stockholder approval through their voting power. Accordingly, for such period of time, these holders will
have significant influence with respect to our management, business plans and policies. In particular, for so long as the Class B Common
Stock remains outstanding, the holders may be able to cause or prevent a change of control of our Company or a change in the composition
of our Board of Directors and could preclude any unsolicited acquisition of our Company. The concentration of ownership could deprive
stockholders of an opportunity to receive a premium for shares of Common Stock as part of a sale of our Company and ultimately might affect
the market price of our Common Stock. As of July 17, 2024, three holders of our Class B Common Stock, Joshua M. Hare, co-founder, Chief
Science Officer and Chairman of the Board of Directors, Donald M. Soffer, co-founder and former member of our Board of Directors, and
Rock Soffer, member of our Board of Directors, control voting rights over approximately 36.6% of the combined voting power of our Common
Stock and Class B Common Stock.
If securities or industry analysts do not
publish research or reports, or if they publish negative, adverse, or misleading research or reports, regarding us, our business or our
market, our Common Stock price and trading volume could decline.
The trading market for our Common Stock is influenced
by the research and reports that securities or industry analysts publish about us, our business, or our market. We do not currently have
significant research coverage and may never obtain significant research coverage by securities or industry analysts. If no or few securities
or industry analysts provide coverage of us, the Common Stock price could be negatively impacted. In the event we obtain significant,
or any securities or industry analyst coverage and such coverage is negative, or adverse or misleading regarding us, our business model,
our intellectual property, our stock performance or our market, or if our operating results fail to meet the expectations of analysts,
our Common Stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly,
we could lose visibility in the financial markets, which in turn could cause our Common Stock price or trading volume to decline.
FINRA sales practice requirements may limit
a stockholder’s ability to buy and sell our securities.
Effective June 30, 2020, the SEC implemented
Regulation Best Interest requiring that “a broker, dealer, or a natural person who is an associated person of a broker or dealer,
when making a recommendation of any securities transaction or investment strategy involving securities (including account recommendations)
to a retail customer, shall act in the best interest of the retail customer at the time the recommendation is made, without placing the
financial or other interest of the broker, dealer, or natural person who is an associated person of a broker or dealer making the recommendation
ahead of the interest of the retail customer.” This is a significantly higher standard for broker-dealers to recommend securities
to retail customers than before under prior FINRA suitability rules. FINRA suitability rules do still apply to institutional investors
and require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment
is suitable for that customer. Prior to recommending securities to their customers, broker-dealers must make reasonable efforts to obtain
information about the customer’s financial status, tax status, investment objectives and other information, and, for retail customers,
determine that the investment is in the customer’s “best interest,” and meet other SEC requirements. Both SEC Regulation
Best Interest and FINRA’s suitability requirements may make it more difficult for broker-dealers to recommend that their customers
buy speculative, low-priced securities. They may affect investing in our Common Stock, which may have the effect of reducing the level
of trading activity in our securities. As a result, fewer broker-dealers may be willing to make a market in our Common Stock, reducing
a stockholder’s ability to resell shares of our Common Stock.
Provisions in our certificate of incorporation
and bylaws and Delaware law might discourage, delay or prevent a change in control of our company or changes in our management and, therefore,
depress the market price of our Common Stock.
Our certificate of incorporation, as amended (“Certificate
of Incorporation”), and bylaws contain provisions that could depress the market price of our Common Stock by acting to discourage,
delay or prevent a change in control of our company or changes in our management that the stockholders of our company may deem advantageous.
These provisions, among other things:
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establish a classified Board of Directors so that not all members of our Board are elected at one time; |
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permit only the Board of Directors to establish the number of directors and fill vacancies on the Board; |
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provide that directors may only be removed “for cause” and only with the approval of two-thirds of our stockholders; |
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provide for a dual class common stock structure, which provides certain affiliates of ours, including our co-founder and members of our Board, individually or together, with the ability to significantly influence the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the shares of our outstanding common stock and Class B Common Stock; |
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authorize the issuance of “blank check” preferred stock that our Board could use to implement a stockholder rights plan (also known as a “poison pill”); |
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eliminate the ability of our stockholders to call special meetings of stockholders; |
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prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders; |
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prohibit cumulative voting; |
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authorize our Board to amend our bylaws; |
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establish advance notice requirements for nominations for election to our Board or for proposing matters that can be acted upon by stockholders at annual stockholder meetings; and |
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require a super-majority vote of stockholders to amend some of the provisions described above. |
In addition, Section 203 of the General Corporation
Law of the State of Delaware prohibits a publicly-held Delaware corporation from engaging in a business combination with an interested
stockholder, generally a person which together with its affiliates owns, or within the last three years has owned, 15% of our voting
stock, for a period of three years after the date of the transaction in which the person became an interested stockholder, unless
the business combination is approved in a prescribed manner.
Any provision of our Certificate of Incorporation,
bylaws or Delaware law that has the effect of delaying or preventing a change in control could limit the opportunity for our stockholders
to receive a premium for their shares of our capital stock and could also affect the price that some investors are willing to pay for
our Common Stock.
We are an emerging growth company, and we
cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock less attractive
to investors.
We are an emerging growth company, or EGC, as
defined in the JOBS Act, enacted in April 2012. For as long as we continue to be an EGC, we may take advantage of exemptions from
various reporting requirements that are applicable to other public companies that are not EGCs, including not being required to comply
with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, or Section 404, reduced disclosure obligations
regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding nonbinding
advisory votes on executive compensation and stockholder approval of any golden parachute payments not previously approved. We could be
an EGC for up to five years following the year in which we completed our initial public offering, although circumstances could
cause us to lose that status earlier. We will remain an EGC until the earlier of (i) the last day of the fiscal year (a) following
the fifth anniversary of the completion of our initial public offering (i.e., December 31, 2026), (b) in which we have total
annual gross revenue of at least $1.235 billion or (c) in which we are deemed to be a large accelerated filer, which requires the
market value of our common stock that is held by non-affiliates to exceed $700.0 million as of the prior June 30th, and (ii) the
date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.
We may choose to take advantage of some, but not
all, of the available exemptions. We cannot predict whether investors will find our common stock less attractive if we rely on certain
or all of these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market
for our common stock and our stock price may be more volatile.
Under the JOBS Act, EGCs can also delay adopting
new or revised accounting standards until such time as those standards apply to private companies, which may make our financial statements
less comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
The issuance of additional stock in connection
with acquisitions or otherwise will dilute all other stockholdings.
We are not restricted from issuing additional
shares of our Common Stock, or from issuing securities that are convertible into or exchangeable for, or that represent the right to receive,
Common Stock. As of July 17, 2024, we had an aggregate of 84,295,000 shares of Common Stock authorized and of that approximately 66,300,000
not issued, outstanding or reserved for issuance (for purposes of warrant exercise or under the Company’s current 2021 Plan). We
may issue all of these shares without any action or approval by our stockholders. We may expand our business through complementary or
strategic business combinations or acquisitions of other companies and assets, and we may issue shares of Common Stock in connection with
those transactions. The market price of our Common Stock could decline as a result of our issuance of a large number of shares of Common
Stock, particularly if the per share consideration we receive for the stock we issue is less than the per share book value of our Common
Stock or if we are not expected to be able to generate earnings with the proceeds of the issuance that are as great as the earnings per
share we are generating before we issue the additional shares. In addition, any shares issued in connection with these activities, the
exercise of warrants or stock options or otherwise would dilute the percentage ownership held by our investors. We cannot predict the
size of future issuances or the effect, if any, that they may have on the market price of our Common Stock.
We have a history
of losses, may not be able to achieve profitability going forward, and may not be able to raise additional capital necessary to continue
as a going concern.
We have experienced significant losses since inception
and, at December 31, 2023 and 2022, had an accumulated deficit of approximately $85.0 million and $62.8 million, respectively. We expect
to incur additional losses in the future and expect the cumulative losses to increase. We expect our operating expenses to increase and
it is not likely that our grant revenues will fully fund our clinical programs.
As of December 31, 2023,
we had cash and cash equivalents of $4.9 million, and marketable securities of $0.4 million. We have prepared a cash flow forecast which
indicates that we will only have sufficient cash to fund our operating expenses and capital expenditure requirements into the second quarter
of 2025. As a result, we will need to raise additional capital to continue as a going concern. There are no assurances that we would be
able to raise additional capital or on terms favorable to us. Our recurring losses from operations and negative cash flow raise substantial
doubt about our ability to continue as a going concern without sufficient capital resources and we have included an explanatory paragraph
in the notes to our financial statements for the year ended December 31, 2023, with respect to this uncertainty. Further, the report of
our independent registered public accounting firm with respect to our audited financial statements for the year ended December 31, 2023
included an emphasis of matter paragraph stating that our recurring losses from operations and continued cash outflows from operating
activities raised substantial doubt about our ability to continue as a going concern. Our consolidated financial statements do not
include any adjustments that might result from the outcome of this going concern uncertainty and have been prepared under the assumption
that we will continue to operate as a going concern, which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business.
If we are unable to continue
as a going concern, we may be forced to liquidate our assets, which would have an adverse impact on our business and developmental activities.
In such a scenario, the values we receive for our assets in liquidation or dissolution could be significantly lower than the values reflected
in our financial statements. The reaction of investors to the inclusion of a going concern statement by our independent registered public
accounting firm and our potential inability to continue as a going concern may materially adversely affect our stock price and our ability
to raise new capital. Our ability to continue as a going concern is dependent on our available cash, how well we manage that cash, and
our operating requirements. If we are unable to raise additional capital when needed, we would be forced to delay, reduce or eliminate
our clinical trial programs, commercialization efforts and other business activities.
Investors should carefully consider the risks
and uncertainties and all other information contained or incorporated by reference in this prospectus supplement and accompanying prospectus,
including the risks and uncertainties discussed under “Risk Factors” in our most recent Annual Report on Form 10-K,
as may be amended from time to time, and in subsequent filings that are incorporated herein by reference. All these risk factors are incorporated
by reference herein in their entirety. These risks and uncertainties are not the only ones facing us. Our business, financial condition
or results of operations could be materially adversely affected by any of these risks. The trading price of our Common Stock could decline
due to any of these risks, and you may lose all or part of your investment. This prospectus supplement, accompanying prospectus, and the
incorporated documents also contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially
from those anticipated in these forward-looking statements as a result of certain factors, including the risks mentioned in this prospectus
supplement and accompanying prospectus.
Risks Related to our Business
Investors should carefully consider the risks
and uncertainties and all other information contained or incorporated by reference in this prospectus supplement and the accompanying
prospectus, including the risks and uncertainties discussed under “Risk Factors” in our most recent Annual Report on
Form 10-K, as may be amended from time to time, and in subsequent filings that are incorporated herein by reference. All these risk
factors are incorporated by reference herein in their entirety. These risks and uncertainties are not the only ones facing us. Our business,
financial condition or results of operations could be materially adversely affected by any of these risks. The trading price of our Common
Stock could decline due to any of these risks, and you may lose all or part of your investment. This prospectus supplement, the accompanying
prospectus, and the incorporated documents also contain forward-looking statements that involve risks and uncertainties. Our actual results
could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks
mentioned in this prospectus supplement and the accompanying prospectus.
USE OF PROCEEDS
We estimate that we will receive net proceeds
of approximately $8.1 million from this offering, after deducting the placement agent fees and estimated offering expenses payable by
us and excluding any proceeds we may receive upon exercise of the Common Warrants being offered in the concurrent private placement and
the exercise of the warrants to be issued as compensation to the placement agent for this offering.
We currently intend to use any proceeds from this
offering for our ongoing clinical and regulatory development of Lomecel-B™ for the treatment of several disease states and indications,
including HLHS and Alzheimer’s Disease, obtaining regulatory approvals, capital expenditures, working capital and other general
corporate purposes. We are subject to substantial risks that will require us to obtain additional funding in order to achieve these objectives.
See “Risk Factors.” We will need substantial additional capital in the future, which could cause dilution to our existing
stockholders, restrict our operations, or require us to relinquish rights, and if additional capital is not available, we may have to
delay, reduce, or cease operations.
Our expected use of any proceeds this offering
represents our current intentions based upon our present plans and business condition. The amounts and timing of our actual use of any
proceeds will vary depending on numerous factors, including our ability to obtain additional financing, the relative success and cost
of clinical and regulatory development programs and the amount and timing of product revenue, if any. In addition, we might decide to
postpone or not pursue certain activities if, among other factors, the proceeds from this offering and our other sources of cash are less
than expected. As a result, management will have broad discretion in the application of any proceeds from this offering, and investors
will be relying on our judgment regarding the application of such proceeds. Pending the uses described above, we intend to invest the
any proceeds in interest-bearing investment-grade securities or deposits.
DIVIDEND POLICY
We have never declared nor paid any cash dividends,
and currently intend to retain all our cash and any earnings for use in our business and, therefore, do not anticipate paying any cash
dividends in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of the Board of Directors
and will be dependent upon our consolidated financial condition, results of operations, capital requirements and such other factors as
the Board of Directors deems relevant. Investors should not purchase our Common Stock or other securities with the expectation of receiving
cash dividends.
DESCRIPTION OF SECURITIES
Common Stock
We are offering shares of Common Stock in this
offering. We have two classes of authorized common stock, Common Stock and Class B Common Stock. The rights of the holders of Common
Stock and Class B Common Stock are identical, except with respect to voting and conversion. As of July 17, 2024, there were 10,639,447
shares of Common Stock and 1,484,005 shares of Class B Common Stock issued and outstanding. See “Description of Capital
Stock” in the accompanying prospectus for more information regarding our shares of Common Stock, Class B Common Stock,
outstanding warrants and other terms of our securities. The actual number of stockholders is greater than this number of record holders,
and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees.
PLAN OF DISTRIBUTION
Placement Agent
Pursuant to an engagement letter agreement dated
as of July 17, 2024, we have engaged H.C. Wainwright & Co., LLC (“Wainwright”) to act as our exclusive placement
agent in connection with this offering. Under the terms of the engagement letter agreement, Wainwright has agreed to act as our exclusive
placement agent, on a reasonable best efforts basis, in connection with the issuance and sale of our securities pursuant to this prospectus
supplement and the accompanying prospectus. The terms of this
offering were subject to market conditions and negotiations between us, Wainwright and prospective investors. The engagement letter agreement
does not give rise to any commitment by Wainwright to purchase or sell any of our securities, and Wainwright will have no authority to
bind us by virtue of the engagement letter agreement. Wainwright may retain other underwriters, brokers, dealers, or agents to assist
with the offering.
Wainwright proposes to arrange for the sale of
the securities we are offering pursuant to this prospectus supplement and accompanying prospectus to one or more institutional or accredited
investors through a securities purchase agreement directly between the purchaser and us. We will only sell to such investors who have
entered into the securities purchase agreement with us.
We expect to deliver the securities being offered
pursuant to this prospectus supplement and accompanying prospectus on or about July 19, 2024, subject to satisfaction of customary closing
conditions.
Lock-Up Agreements
Pursuant to the terms of the securities
purchase agreement and subject to certain exceptions, we are prohibited from entering into any agreement to issue or announcing the issuance
or proposed issuance of any shares of Common Stock or securities convertible or exercisable into Common Stock for a period commencing
on the date of this prospectus supplement and expiring 15 days from the closing date of this offering. Furthermore, we are also
prohibited from entering into any agreement to issue Common Stock or any Common Stock Equivalent (as defined in the securities purchase
agreement) involving a Variable Rate Transaction (as defined in the securities purchase agreement), subject to certain exceptions, for
a period commencing on the date of the securities purchase agreement and expiring one year from the closing date of this offering.
Fees and Expenses
| |
Per Share of Common Stock | | |
Total | |
Offering price | |
$ | 4.025 | | |
$ | 9,000,005.65 | |
Placement Agent Fees | |
$ | 0.28175 | | |
$ | 630,000.33 | |
Proceeds to us, before expenses | |
$ | 3.7433 | | |
$ | 8,370,005.32 | |
We have agreed to pay Wainwright a total
cash fee equal to 7.0% of the gross proceeds of this offering. We will also pay Wainwright in connection with this offering a
management fee equal to 1.0% of the gross proceeds raised in the offering, $35,000 for non-accountable expenses, up to $50,000 for
fees and expenses of legal counsel and other out-of-pocket expenses, and $15,950 for clearing fees. We estimate the total offering
expenses of this offering that will be payable by us, including the cash fee equal to 7.0% of the gross proceeds of this offering
payable to Wainwright, but excluding the other placement agent fees and expenses, will be approximately $750,000. In addition, we
have agreed to issue to Wainwright, or its designees, placement agent warrants to purchase up to an aggregate of 156,522 shares of
Common Stock, which represents 7.0% of the aggregate number of shares of Common Stock purchased in this offering. The placement
agent warrants will have substantially the same terms as the Common Warrants, except that the placement agent warrants will have an
exercise price equal to $5.0313 per share, or 125% of the offering price per share.
In addition, upon any exercise for cash of any
Common Warrants, we have agreed to pay the placement agent within five (5) business days of the receipt by us of the exercise price (i)
a cash fee of 7.0% of the aggregate gross exercise price paid in cash with respect thereto and (ii) a management fee of 1.0% of the aggregate
gross exercise price paid in cash with respect thereto. Furthermore, upon any exercise for cash of any Common Warrants, we have agreed
to issue to the placement agent, or its designees, within five (5) business days of our receipt of the exercise price, additional placement
agent warrants to purchase that number of shares of the Company’s Common Stock equal to 7.0% of the aggregate number of such shares
of Common Stock underlying such warrants that have been so exercised and such placement agent warrants shall be in the same form and terms
as the placement agent warrants first described above.
Right of First Refusal
We have granted Wainwright a right of first refusal
for a period of twelve-months following the closing of any offering undertaken by them during the term of their engagement to act as our
sole book-runner, sole manager, sole underwriter, sole placement agent, or sole agent for any further capital raising transactions undertaken
by us using a manager, placement agent, or underwriter.
Tail
We also have granted Wainwright a tail cash fee
equal to 7% of the gross proceeds and warrants to purchase shares of Common Stock equal to 7% of the aggregate number of shares of Common
Stock sold in any offering, within twelve months following the termination or expiration of the engagement letter agreement, to investors
whom the placement agent contacted or introduced to us directly or indirectly in connection with this offering, subject to certain exceptions.
We have agreed to indemnify Wainwright and specified
other persons against certain liabilities relating to or arising out of Wainwright’s activities under the engagement letter agreement
and to contribute to payments that Wainwright may be required to make in respect of such liabilities.
The engagement letter with Wainwright may be
terminated for cause by us in compliance with FINRA rules. Otherwise, the engagement letter will terminate upon expiration of its
term. Wainwright acted as our placement agent in connection with our previously disclosed October 2023 offering, December 2023
offering, the April public offering, the April Warrant Inducement Transaction, and the June Inducement Transaction, for each of
which it received compensation. Except as disclosed in this prospectus, we have no present arrangements with Wainwright for any
further services.
Regulation M Restrictions
Wainwright may be deemed to be an underwriter
within the meaning of Section 2(a)(11) of the Securities Act, and any commissions received by it and any profit realized on
the sale of our securities offered hereby by it while acting as our exclusive placement agent might be deemed to be underwriting discounts
or commissions under the Securities Act. As an underwriter, Wainwright would be required to comply with the requirements of the Securities
Act and the Exchange Act, including, without limitation, Rule 415(a)(4) under the Securities Act and Rule 10b-5 and Regulation M under
the Exchange Act. These rules and regulations may limit the timing of purchases and sales of our securities by Wainwright acting as exclusive
placement agent. Under these rules and regulations, Wainwright may not (i) engage in any stabilization activity in connection with our
securities; and (ii) bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other
than as permitted under the Exchange Act, until they have completed their participation in the distribution.
Electronic Distribution
This prospectus supplement and accompanying prospectus
may be made available in electronic format on websites or through other online services maintained by the Company and/or Wainwright or
by their respective affiliates. Other than this prospectus supplement and accompanying prospectus in electronic format, the information
on the Company’s and/or Wainwright’s websites and any information contained in any other websites maintained by the Company
and/or Wainwright is not part of this prospectus supplement, accompanying prospectus, or the registration statement of which this prospectus
supplement and accompanying prospectus form a part, has not been approved and/or endorsed by us or Wainwright, and should not be relied
upon by investors.
The foregoing does not purport to be a complete
statement of the terms and conditions of the engagement letter agreement with Wainwright nor the securities purchase agreement. See “Where
You Can Find More Information”.
Price Stabilization, Short Positions
No person has been authorized by the Company to
engage in any form of price stabilization in connection with this offering.
Common Stock Listing
Our Common Stock is listed on the NASDAQ Capital
Market under the symbol “LGVN.”
CONCURRENT PRIVATE PLACEMENT
In a concurrent private placement, we are
selling Common Warrants to purchase up to an aggregate of 2,236,026 shares of Common Stock. For each share of Common Stock sold in
this offering, an accompanying Common Warrant will be issued to the purchasers, respectively. Each Common Warrant will be
exercisable for one share of Common Stock at an exercise price of $3.90 per share, will be immediately exercisable upon issuance,
and will expire twenty-four months from the date of issuance.
The Common Warrants and the Common Warrant Shares
issuable upon the exercise of the Common Warrants are not being registered under the Securities Act, nor are they being offered pursuant
to this prospectus supplement and accompanying prospectus. The Common Warrants and Common Warrant Shares are being offered pursuant to
the exemption provided in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder.
Accordingly, the investors in the concurrent private
placement may exercise the Common Warrants and sell the Common Warrant Shares issuable upon the exercise of such security only pursuant
to an effective registration statement under the Securities Act covering the resale of those shares, an exemption under Rule 144
under the Securities Act or another applicable exemption under the Securities Act or, if and only if there is no effective registration
statement registering the resale of the Common Warrant Shares, or no current prospectus available for such shares, the investors may exercise
the Common Warrants by means of a “cashless exercise.”
If a Fundamental Transaction (as defined in the
Common Warrants) occurs, then the successor entity will succeed to, and be substituted for us, and may exercise every right and power
that we may exercise and will assume all of our obligations under the Common Warrants with the same effect as if such successor entity
had been named in the Common Warrant itself. If holders of shares of our Common Stock are given a choice as to the securities, cash or
property to be received in such a Fundamental Transaction, then the holder shall be given the same choice as to the consideration it would
receive upon any exercise of the Common Warrants following such a Fundamental Transaction. Additionally, as more fully described in the
Common Warrants, in the event of certain Fundamental Transactions, the holders of Common Warrants will be entitled to receive consideration
in an amount equal to the Black Scholes value of the Common Warrants on the date of consummation of such Fundamental Transaction.
A holder of Common Warrants will not have the
right to exercise any portion thereof if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the
election of a holder prior to the date of issuance, 9.99%) of the number of shares of our Common Stock outstanding immediately after giving
effect to such exercise; provided, however, that upon notice to the Company, the holder may increase or decrease such beneficial ownership
limitation, provided that in no event shall such beneficial ownership limitation exceed 9.99% and any increase in the beneficial ownership
limitation will not be effective until 61 days following notice of such increase from the holder to us.
Each purchaser will be an “accredited investor”
as such term is defined in Rule 501(a) under the Securities Act.
Except as otherwise provided in the Common Warrants
or by virtue of such holder’s ownership of shares of our Common Stock, the holders of the Common Warrants do not have the rights
or privileges of holders of our Common Stock, including any voting rights, until they exercise their Common Warrants, as applicable.
The Common Warrants are not and will not be listed
for trading on any national securities exchange.
As part of the concurrent private placement, we
have agreed to register for resale the Common Warrant Shares issuable upon exercise of the Common Warrants sold in the concurrent private
placement.
LEGAL MATTERS
The validity of the securities offered hereby
and certain other legal matters will be passed upon for us by Buchanan Ingersoll & Rooney PC, Pittsburgh, Pennsylvania. Certain
attorneys affiliated with Buchanan Ingersoll & Rooney PC own approximately 2,000 shares of Common Stock. Certain legal matters
will be passed upon for the placement agent by Haynes and Boone, LLP, New York, New York.
EXPERTS
The financial statements of Longeveron Inc. as
of December 31, 2023 and December 31, 2022 and for the years then ended, incorporated in this prospectus supplement by reference from
the Annual Report on Form 10-K for the year ended December 31, 2023 have been audited by Marcum LLP, an
independent registered public accounting firm, as stated in its report (which contains an explanatory paragraph relating to substantial
doubt about the ability of Longeveron Inc. to continue as a going concern as described in Note 1 to the financial statements), which report
is incorporated herein by reference. Such financial statements have been so incorporated in reliance upon the report of such firm given
upon its authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
Available Information
We make periodic and other filings required to
be filed by us as a reporting company under Sections 13 and 15(d) of the Exchange Act. The SEC maintains a website at http://www.sec.gov
that contains the reports, proxy and information statements, and other information that issuers, such as us, file electronically with
the SEC. Our website address is http://longeveron.com. Information contained on our website, however, is not, and should not
be deemed to be, incorporated into this prospectus and you should not consider information contained on our website to be part of this
prospectus. We have included our website address as an inactive textual reference only.
We have filed a registration statement on Form S-3,
of which this prospectus supplement and accompanying prospectus are a part, covering the securities offered hereby. As allowed by SEC
rules, this prospectus supplement and accompanying prospectus do not include all of the information contained in the registration statement
and the included exhibits, financial statements and schedules. You are referred to the registration statement, the included exhibits,
financial statements and schedules for further information. You should review the information and exhibits in the registration statement
for further information about us and the securities we are offering. Statements in this prospectus supplement and accompanying prospectus
concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended
to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statements.
You may inspect a copy of the registration statement, the included exhibits, financial statements and schedules through the SEC’s
website, as provided above.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC’s rules allow us to “incorporate
by reference” information into this prospectus supplement, which means that we can disclose important information to you by referring
you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus
supplement. Any statement contained in this prospectus supplement or a previously filed document incorporated by reference will be deemed
to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement
modifies or replaces that statement. This prospectus supplement and the accompanying prospectus incorporate by reference the documents
listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (in each
case, other than those documents or the portions of those documents not deemed to be filed) until the offering of the securities under
the registration statement is terminated or completed:
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our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 27, 2024 as amended on Form 10-K/A and filed with the SEC on March 11, 2024; |
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our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the SEC on May 14, 2024; and |
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our Current Reports on Form 8-K filed with the SEC on February 22, 2024, March 7, 2024, March 19, 2024, April 11, 2024, April 18, 2024, May 10, 2024, June 18, 2024, July 3, 2024, July 10, 2024, and July 17, 2024; and |
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our Definitive Proxy Statement on Schedule 14A, filed with the SEC on May 20, 2024. |
We will provide, without charge, to each person,
including any beneficial owner, to whom a copy of this prospectus supplement is delivered, upon such person’s written or oral request,
a copy of any and all of the information incorporated by reference in this prospectus supplement. You may request a free copy of any of
the documents incorporated by reference in this prospectus by writing or telephoning us at the following address:
Longeveron Inc.
1951 NW 7th Avenue, Suite 520
Miami, FL 33136
(305) 909-0840
Exhibits to the filings will not be sent, however,
unless those exhibits have specifically been incorporated by reference in this prospectus supplement or any accompanying prospectus.
Prospectus
$50,000,000
Class A Common Stock
Preferred Stock
Warrants
Purchase Contracts
Units
We may offer and sell, from time to time in one
or more offerings, any combination of the securities identified above in one or more offerings, having a maximum aggregate offering price
of $50,000,000. This prospectus provides you with a general description of the securities. When we decide to sell a particular class or
series of securities, we will provide specific terms of the offered securities in a prospectus supplement.
Each time we offer and sell securities, we will
provide a supplement to this prospectus that contains specific information about the offering and the amounts, prices and terms of the
securities. The supplement may also add, update or change information contained in this prospectus with respect to that offering. You
should carefully read this prospectus and the applicable prospectus supplement, together with any documents we incorporated by reference,
before you invest in any of our securities.
We are an emerging growth company and a smaller
reporting company as defined under Federal securities laws and, as such, may elect to comply with certain reduced public company reporting
requirements for future filings.
Our common stock is traded on NASDAQ Capital Market
under the symbol “LGVN.” Each prospectus supplement will contain information, where applicable, as to our listing on NASDAQ
Capital Market or any other securities exchange of the securities covered by the prospectus supplement. On April 1, 2022, the last reported
sale price of our common stock on the NASDAQ Capital Market was $15.61. As of April 4, 2022, the aggregate market value of our outstanding
common stock held by non-affiliates was approximately $72.5 million, which we calculated based on 5,326,512 shares of outstanding common
stock as of March 31, 2022, of which 4,642,545 shares were held by non-affiliates, and a price per share of $15.61 as of April 1, 2022,
which is a date within 60 days prior to the filing date of this prospectus. Pursuant to General Instruction I.B.6 of Form S-3, in no event
will we sell, pursuant to the registration statement of which this prospectus forms a part, securities with a value exceeding one-third
of the aggregate market value of our outstanding common stock held by non-affiliates in any 12-month period, so long as the aggregate
market value of our outstanding common stock held by non-affiliates remains below $75.0 million. During the 12 calendar months prior to
and including the date of this prospectus, we have not offered or sold any securities pursuant to General Instruction I.B.6 of Form S-3.
These securities may be sold directly by us, through
dealers or agents designated from time to time, to or through underwriters or through a combination of these methods. See “Plan
of Distribution” in this prospectus. We may also describe the plan of distribution for any particular offering of our securities
in a prospectus supplement. If any agents, underwriters or dealers are involved in the sale of any securities in respect of which this
prospectus is being delivered, we will disclose their names and the nature of our arrangements with them in a prospectus supplement. The
net proceeds we expect to receive from any such sale will also be included in a prospectus supplement.
Investing in our securities involves a high
degree of risk. See “Risk Factors” on page 4 for more information on these risks. Additional risks, if any, will be described
in the prospectus supplement related to a potential offering under the heading “Risk Factors” and in our filings with the
Securities and Exchange Commission that are incorporated by reference in this prospectus. You should review that section of the related
prospectus supplement and those filings for a discussion of matters that investors in such securities should consider.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities, or passed upon the adequacy or accuracy of this prospectus
or any accompanying prospectus supplement. Any representation to the contrary is a criminal offense.
The date of this Prospectus is April 14, 2022
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement
that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under
this shelf registration process, we may offer from time to time any combination of the securities described in this prospectus having
a maximum aggregate offering price of $50,000,000. Each time we offer securities, we will prepare and file with the SEC a prospectus supplement
that describes the specific amounts, prices and terms of the securities we offer. We may also authorize one or more free writing prospectuses
to be provided to you that may contain material information relating to these offerings. The prospectus supplement or free writing prospectus
may also add, update or change information contained in this prospectus with respect to that offering.
To the extent there is a conflict between the
information contained in this prospectus, on the one hand, and the information contained in any prospectus supplement or in any document
incorporated by reference in this prospectus, on the other hand, you should rely on the information in this prospectus, 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 prospectus supplement or a document incorporated by reference in this prospectus — the statement in the
document having the later date modifies or supersedes the earlier statement.
Before buying any of the securities that we are
offering, you should carefully read both this prospectus and any prospectus supplement with all of the information incorporated by reference
in this prospectus, as well as the additional information described under the heading “Where You Can Find More Information About
Us” and “Incorporation of Certain Documents by Reference.” These documents contain important information that you should
consider when making your investment decision. We have filed or incorporated by reference exhibits to the registration statement of which
this prospectus forms a part. You should read the exhibits carefully for provisions that may be important to you.
You should rely only on the information contained
or incorporated by reference in this prospectus or any prospectus supplement. We have not authorized any other person to provide you with
different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus is
not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale is not
permitted. You should assume that the information appearing in this prospectus or any prospectus supplement (or any free writing prospectus),
as well as information we have previously filed with the SEC and incorporated by reference, is accurate as of the date of those documents
only. Our business, financial condition, results of operations and prospects may have changed since those dates.
We may sell securities through underwriters or
dealers, through agents, directly to purchasers or through any combination of these methods. We and our agents reserve the sole right
to accept or reject in whole or in part any proposed purchase of securities. The prospectus supplement, which we will prepare and file
with the SEC each time we offer securities, will set forth the names of any underwriters, agents or others involved in the sale of securities,
and any applicable fee, commission or discount arrangements with them. See “Plan of Distribution.”
Unless otherwise indicated in this prospectus
or the context otherwise requires, all references to “we,” “us,” “our,” “the Company”
and “Longeveron” refer to Longeveron Inc. Longeveron has no subsidiaries. When we refer to “you,” we mean the
holders of the applicable series of securities.
PROSPECTUS SUMMARY
The following summary, because it is a summary,
may not contain all the information that may be important to you. This prospectus incorporates important business and financial information
about the Company that is not included in, or delivered with, this prospectus. Before making an investment, you should read the entire
prospectus and any supplements or amendments carefully. You should also carefully read the risks of investing discussed under “Risk
Factors” and the financial statements included in our other filings with the SEC, including in our Annual Report on Form 10-K for
the fiscal year ended December 31, 2021, which we filed with the SEC on March 11, 2022, and any of our other subsequently filed periodic
reports on Form 10-Q. This information is incorporated by reference into this prospectus, and you can obtain it from the SEC as described
below under the headings “Where You Can Find Additional Information About Us” and “Incorporation of Certain Documents
by Reference.”
Upon request, we will provide to each person,
including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the information that has been incorporated
by reference in the prospectus but not delivered with the prospectus. You may request a copy of these filings, excluding the exhibits
to such filings which we have not specifically incorporated by reference in such filings, at no cost, by writing us at the following address:
Longeveron Inc., 1951 NW 7th Avenue, Suite 520, Miami, Florida 33136, Attention: Legal Department.
THE SECURITIES THAT MAY BE OFFERED
We may offer or sell common stock, preferred stock,
warrants, purchase contracts and units in one or more offerings and in any combination. The aggregate offering price of the securities
we sell pursuant to this prospectus will not exceed $50,000,000. Each time securities are offered with this prospectus, we will provide
a prospectus supplement that will describe the specific amounts, prices and terms of the securities being offered and the net proceeds
we expect to receive from that sale.
The securities may be sold to or through underwriters,
dealers or agents or directly to purchasers or as otherwise set forth in the section of this prospectus captioned “Plan of Distribution.”
Each prospectus supplement will set forth the names of any underwriters, dealers, agents or other entities involved in the sale of securities
described in that prospectus supplement and any applicable fee, commission or discount arrangements with them.
OUR COMPANY
We are a clinical stage
biotechnology company developing cellular therapies for specific aging-related and life-threatening conditions. Our lead investigational
product is the LOMECEL-B™ cell-based therapy product (“Lomecel-B”), which is derived from culture-expanded medicinal
signaling cells (MSCs) that are sourced from bone marrow of young healthy adult donors. We believe that by using the same cells that promote
tissue repair, organ maintenance, and immune system function, we can develop safe and effective therapies for some of the most difficult
disorders associated with the aging process and other conditions.
We are currently sponsoring
or have sponsored Phase 1 and 2 clinical trials in the following indications: Aging Frailty, Alzheimer’s disease (AD), the Metabolic
Syndrome, Acute Respiratory Distress Syndrome (ARDS), and hypoplastic left heart syndrome (HLHS). Our mission is to advance Lomecel-B
and other cell-based product candidates into pivotal Phase 3 trials, with the goal of achieving regulatory approvals, subsequent commercialization
and broad use by the healthcare community.
Our philosophy is that
healthy aging can be improved through regenerative medicine approaches. Life expectancy has substantially increased over the past century
as a result of medical and public health advancements. However, this increase in longevity has not been paralleled by the number of years
a person is expected to live in relatively good health, with limited chronic disease and disabilities of aging – a period known
as healthspan. As we age, we experience: a decline in our own stem cells; a decrease in immune system function, known as immunosenescence;
diminished blood vessel functioning; chronic inflammation, known as “inflammaging”; and other aging-related declines. Our
preliminary clinical data suggest that Lomecel-B can potentially address these problems through multiple mechanisms of action, or MOAs,
that simultaneously target key aging-related processes.
Improving healthspan
is an imperative for governmental health agencies. The National Institute on Aging (NIA), an institute of the National Institutes of Health
(NIH), has promoted the concept of geroscience – the idea that aging itself is the biggest risk factor for aging-related human diseases
and that aging can be approached as a treatable disease to improve healthspan. The geroscience hypothesis provides a strong rationale
for the approach of treating underlying biological processes contributing to aging as a way to reduce disease burden and advance global
human health. Our investments into developing and testing product candidates are aimed at reducing aging-related disease burden and improving
healthspan.
Our core business strategy
is to become a world leading regenerative medicine company through the development and commercialization of novel cell therapy products
for unmet medical needs, with emphasis on aging-related indications. Key elements of our business strategy are as follows.
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Advance Lomecel-B and other regenerative medicine products to market. We are advancing Lomecel-B into later stage clinical trials for the purpose of achieving commercialization in one or more indications. Our studies throughout the clinical development process are intended to generate safety and efficacy data needed to advance these programs, and establish foundations for subsequent development and expansion into new areas. We will continue to leverage our technical and clinical expertise, and relationships with clinical investigators, treatment centers, and other key stakeholders, to explore new opportunities. |
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Expand our manufacturing capabilities to commercial-scale production. We operate a good manufacturing practice (GMP) – compliant manufacturing facility and produce our own product candidates for testing. We continue to improve and expand our capabilities with the goal of achieving cost-effective large-scale manufacturing to meet future commercial demand. |
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Non-dilutive funding. Our clinical programs have received over $16.0 million in competitive extramural grant awards ($11.9 million which has been directly awarded to us and which are recognized as revenue when the performance obligations are met) from the NIH, Alzheimer’s Association, and Maryland Stem Cell Research Fund (MSCRF). These prestigious funding awards are non-dilutive and allow us to collaborate with state and federal partners in pursuing safe and effective therapeutics for disorders that have few, if any, available approved treatments. |
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Continue to develop our existing international programs. We have selected Japan as our first non-U.S. territory for a randomized, double-blinded, placebo-controlled clinical trial to evaluate Lomecel-B for Aging Frailty. We intend to explore other indications and other international locations for further development and commercialization. |
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Collaboration arrangements and out-licensing opportunities. We will be opportunistic and consider entering into co-development, out-licensing, commercialization or other collaboration agreements for the purpose of commercializing Lomecel-B and other products domestically and internationally. |
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Product candidate development pipeline through internal research and development, and in-licensing. Through our research and development program, and through strategic in-licensing agreements, or other business development arrangements, we continue to actively explore promising potential additions to our pipeline of product candidates. |
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Continue to expand our intellectual property portfolio. Our intellectual property is vitally important to our business strategy, and we take significant steps to develop this property and protect its value. Results from our ongoing research and development efforts are intended to add to our existing intellectual property portfolio. |
Emerging Growth Company
We are an “emerging growth company”
as defined in the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act. We will remain an emerging growth company
until the earlier of (1) December 31, 2026, (2) the last day of the fiscal year in which we have total annual gross revenues
of at least $1.07 billion, (3) the date on which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would occur if the market value of our Common
Stock held by non-affiliates exceeded $700.0 million as of the last business day of our most recently completed second fiscal quarter
or (4) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year
period. An emerging growth company may take advantage of specified reduced reporting requirements and is relieved of certain other significant
requirements that are otherwise generally applicable to public companies. As an emerging growth company we may (i) reduce our executive
compensation disclosure; (ii) present only two years of audited financial statements, plus unaudited condensed financial statements
for any interim period, and related Management’s Discussion and Analysis of Financial Condition and Results of Operations in this
Prospectus; (iii) avail ourselves of the exemption from the requirement to obtain an attestation and report from our auditors on
the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002; and (iv) not require
stockholder non-binding advisory votes on executive compensation or golden parachute arrangements.
We have availed ourselves in this prospectus of
the reduced reporting requirements described above. As a result, the information that we provide stockholders may be less comprehensive
than what you might receive from other public companies. When we are no longer deemed to be an emerging growth company, we will not be
entitled to the exemptions provided in the JOBS Act discussed above. We have elected to avail ourselves of the exemption that allows emerging
growth companies to extend the transition period for complying with new or revised financial accounting standards. This election is irrevocable.
We are also currently a “smaller reporting
company,” meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company
that is not a smaller reporting company and have a public float of less than $250 million or annual revenues of less than $100 million
during the most recently completed fiscal year. In the event that we are still considered a “smaller reporting company,” at
such time as we cease being an “emerging growth company,” the disclosure we will be required to provide in our SEC filings
will increase, but will still be less than it would be if we were not considered either an “emerging growth company” or a
“smaller reporting company.” Specifically, similar to “emerging growth companies,” “smaller reporting companies”
are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b)
of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness
of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including,
among other things, only being required to provide two years of audited financial statements in annual reports. Decreased disclosures
in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it
harder for investors to analyze our results of operations and financial prospects.
Corporate Information
We were initially formed as a Delaware limited
liability company in October 2014, and as part of our initial public offering in February 2021, converted into a Delaware corporation
pursuant to a statutory conversion, and changed our name to Longeveron Inc. Our principal executive offices are located at 1951 NW 7th
Avenue, Suite 520, Miami, Florida 33136 and our telephone number is (305) 909-0840. Our website address is www.longeveron.com and
we make our filings with the Securities and Exchange Commission (SEC) available on the Investor Relations page of our website. The reference
to our website is an inactive textual reference only, and information contained therein or connected thereto is not incorporated into
this prospectus or the registration statement of which it forms a part. Our Class A Common Stock is traded on the NASDAQ under the symbol
“LGVN.”
RISK FACTORS
Investing in our securities involves risk. The
prospectus supplement applicable to a particular offering of securities will contain a discussion of the risks applicable to an investment
in the Company and to the particular types of securities that we are offering under that prospectus supplement. Before making an investment
decision, you should carefully consider the risks described under “Risk Factors” in the applicable prospectus supplement and
the risks described in our most recent Annual Report on Form 10-K, or any updates thereto in our Quarterly Reports on Form 10-Q, together
with all of the other information appearing in or incorporated by reference into this prospectus and any applicable prospectus supplement
or free writing prospectus, in light of your particular investment objectives and financial circumstances. Our business, financial condition
or results of operations could be materially adversely affected by any of these risks. The trading price of our securities could decline
due to any of these risks, and you may lose all or part of your investment.
USE OF PROCEEDS
Except as otherwise provided in the applicable
prospectus supplement, we intend to use the net proceeds from the sale of the securities covered by this prospectus for general corporate
purposes, which may include, but is not limited to, working capital, capital expenditures, research and development expenditures, clinical
trials, third party collaborations and partnerships and acquisitions of new businesses. The precise amount, use and timing of the application
of such proceeds will depend upon our funding requirements and the availability and cost of other capital. Additional information on the
use of net proceeds from an offering of securities covered by this prospectus may be set forth in the prospectus supplement relating to
such offering.
FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated
by reference herein contain forward-looking statements. All statements other than statements of historical facts contained in this prospectus
and the documents incorporated by reference herein, including statements regarding our future results of operations and financial position,
business strategy, product candidates, planned preclinical studies and clinical trials, results of clinical trials, research and development
costs, regulatory approvals, timing and likelihood of success, as well as plans and objectives of management for future operations, are
forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that are in some
cases beyond our control and may cause our actual results, performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking statements.
In some cases, you can identify forward-looking
statements by terms such as “may,” “will,” “should,” “would,” “expect,” “plan,”
“anticipate,” “could,” “intend,” “target,” “project,” “believe,”
“estimate,” “predict,” “potential,” or “continue” or the negative of these terms or other
similar expressions. Forward-looking statements contained in this prospectus and the documents incorporated by reference herein include,
but are not limited to, statements about:
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the ability of our clinical trials to demonstrate safety and efficacy of our product candidates, and other positive results; |
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the timing and focus of our ongoing and future preclinical studies and clinical trials, and the reporting of data from those studies and trials; |
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the size of the market opportunity for our product candidates, including our estimates of the number of patients who suffer from the diseases we are targeting; |
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the success of competing therapies that are or may become available; |
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the beneficial characteristics, safety, efficacy and therapeutic effects of our product candidates; |
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our ability to obtain and maintain regulatory approval of our product candidates; |
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our plans relating to the further development of our product candidates, including additional disease states or indications we may pursue; |
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existing regulations and regulatory developments in the United States, Japan and other jurisdictions; |
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our plans and ability to obtain or protect intellectual property rights, including extensions of existing patent terms where available, and our ability to avoid infringing the intellectual property rights of others; |
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the need to hire additional personnel and our ability to attract and retain such personnel; |
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our estimates regarding expenses, future revenue, capital requirements and needs for additional financing; |
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our need to raise additional capital, the difficulties we may face in obtaining access to capital, and the dilutive impact it may have on our investors; |
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our financial performance; and |
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the period over which we estimate our existing cash and cash equivalents will be sufficient to fund our future operating expenses and capital expenditure requirements. |
We have based these forward-looking statements
largely on our current expectations and projections about our business, the industry in which we operate and financial trends that we
believe may affect our business, financial condition, results of operations and prospects, and these forward-looking statements are not
guarantees of future performance or development. These forward-looking statements speak only as of the date of this prospectus and are
subject to a number of risks, uncertainties and assumptions described in the section titled “Risk Factors” and elsewhere in
this prospectus and the documents incorporated by reference herein. Because forward-looking statements are inherently subject to risks
and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions
of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results
could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to
publicly update or revise any forward-looking statements contained herein until after we distribute this prospectus, whether as a result
of any new information, future events or otherwise.
In addition, statements that “we believe”
and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available
to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information
may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or
review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly
rely upon these statements.
This prospectus and the documents incorporated
by reference in this prospectus may contain market data that we obtain from industry sources. These sources do not guarantee the accuracy
or completeness of the information. Although we believe that our industry sources are reliable, we do not independently verify the information.
The market data may include projections that are based on a number of other projections. While we believe these assumptions to be reasonable
and sound as of the date of this prospectus, actual results may differ from the projections.
DESCRIPTIONS OF THE SECURITIES WE MAY OFFER
The descriptions of the securities contained in
this prospectus, together with any applicable prospectus supplement, summarize all the material terms and provisions of the various types
of securities that we may offer. We will describe in the applicable prospectus supplement or applicable free writing prospectus relating
to a particular offering the specific terms of the securities offered by that prospectus supplement (or free writing prospectus). We will
indicate in the applicable prospectus supplement (or free writing prospectus) if the terms of the securities differ from the terms we
have summarized below. We will also include in the prospectus supplement (or free writing prospectus) information, where applicable, about
material United States federal income tax considerations relating to the securities.
We may issue from time to time, in one or more
offerings, the following securities:
● | shares
of Class A Common Stock, par value $0.001 per share, of the Company; |
● | shares
of preferred stock, par value $0.001 per share, of the Company; |
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● | warrants; |
● | units
representing two or more of the foregoing securities. |
We will set forth in the applicable
prospectus supplement and/or free writing prospectus a description of any warrants, purchase contracts or units issued by us that may
be offered or sold pursuant to this prospectus. The terms of the offering of securities, the initial offering price and the net proceeds
to us will be contained in the prospectus supplement, and other offering material, relating to such offer.
DESCRIPTION OF CAPITAL STOCK
General
The following description of our Class A Common
Stock, together with the additional information we include in any applicable prospectus supplements (or free writing prospectus), summarizes
the material terms and provisions of the Class A Common Stock that we may offer under this prospectus. For the complete terms of our Class
A Common Stock, please refer to our certificate of incorporation and bylaws which are incorporated by reference into the registration
statement which includes this prospectus. The terms of our Class A Common Stock may also be affected by Delaware law.
Authorized Capital Stock
Our authorized capital stock consists of
84,295,000 shares of Class A Common Stock, par value $0.001 per share, 15,705,000 shares of Class B Common Stock, par value $0.001
per share and 5,000,000 shares of preferred stock, par value $0.001 per share, the rights and preferences of which may be established
from time to time by our board of directors.
As of March 31, 2022 there were 5,326,512 shares
of our Class A Common Stock outstanding, held by approximately 13 stockholders of record, 15,585,062 shares of our Class B Common
Stock outstanding, held by approximately three stockholders of record, and no shares of our preferred stock outstanding.
Common Stock
We have two classes of authorized common stock,
Class A Common Stock and Class B Common Stock. The rights of the holders of Class A Common Stock and Class B Common Stock are
identical, except with respect to voting and conversion.
Voting. Holders of our Class
A Common Stock are entitled to one (1) vote for each share held on all matters submitted to a vote of stockholders and holders of
our Class B Common Stock are entitled to five (5) votes for each share of Class B Common Stock held on all matters submitted
to a vote of stockholders. The holders of our outstanding Class B Common Stock hold 93.6% of the voting power of our outstanding
capital stock. Holders of shares of our Class A Common Stock and Class B Common Stock vote together as a single class on all matters
(including the election of directors) submitted to a vote of stockholders, unless otherwise required by Delaware law or our certificate
of incorporation. Delaware law could require either holders of our Class A Common Stock or Class B Common Stock to vote separately
as a single class in the following circumstances:
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(1) |
if we were to seek to amend our certificate of incorporation to increase or decrease the par value of a class of our capital stock, then that class would be required to vote separately to approve the proposed amendment; and |
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if we were to seek to amend our certificate of incorporation in a manner that alters or changes the powers, preferences, or special rights of a class of our capital stock in a manner that affected its holders adversely, then that class would be required to vote separately to approve the proposed amendment. |
Our certificate of incorporation does not provide
for cumulative voting for the election of directors. As a result, the holders of a majority of the voting power of our outstanding capital
stock can elect all of the directors then standing for election. Our certificate of incorporation establishes a classified board of directors,
to be divided into three classes with staggered three-year terms. Only one class of directors will be elected at each annual meeting of
our stockholders, with the other classes continuing for the remainder of their respective three-year terms. An election of directors by
our stockholders shall be determined by a plurality of the votes cast by the stockholders entitled to vote on the election. Subject to
the supermajority votes for some matters, other matters shall be decided by the affirmative vote of our stockholders having a majority
in voting power of the votes cast by the stockholders present or represented and voting on such matter. Our certificate of incorporation
and bylaws also provide that our directors may be removed only for cause and only by the affirmative vote of the holders of at least two-thirds
in voting power of the outstanding shares of capital stock entitled to vote thereon. In addition, the affirmative vote of the holders
of at least two-thirds in voting power of the outstanding shares of capital stock entitled to vote thereon is required to amend or repeal,
or to adopt any provision inconsistent with, several of the provisions of our certificate of incorporation.
Dividends. Holders of common
stock are entitled to receive proportionately any dividends as may be declared by our board of directors, subject to any preferential
dividend rights of any series of preferred stock that we may designate and issue in the future.
Liquidation. In the event of our liquidation
or dissolution, the holders of our Class A Common Stock and Class B Common Stock will be entitled to receive proportionately our net assets
available for distribution to stockholders after the payment of all debts and other liabilities and subject to the prior rights of any
outstanding preferred stock. Holders of our common stock have no preemptive, subscription, redemption or conversion rights. The rights,
preferences and privileges of holders of common stock will be subject to and may be adversely affected by the rights of the holders of
shares of any series of preferred stock that we may designate and issue in the future.
Change of Control Transactions. In
the case of any distribution or payment in respect of the shares of our Class A Common Stock or Class B Common Stock upon a merger or
consolidation with or into any other entity, or other substantially similar transaction, the holders of our Class A Common Stock and Class
B Common Stock will be treated equally and identically with respect to shares of Class A Common Stock or Class B Common Stock owned by
them; provided, however, shares of each class may receive, or have the right to elect to receive, different or disproportionate consideration
if the only difference in the per share consideration is that the shares to be distributed to a holder of a share Class B Common Stock
have five (5) times the voting power of any securities distributed to a holder of a share of Class A Common Stock.
Subdivisions and Combinations. If
we subdivide or combine in any manner outstanding shares of Class A Common Stock or Class B Common Stock, the outstanding shares of the
other class will be subdivided or combined in the same manner, unless different treatment of the shares of each class is approved by the
affirmative vote of the holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock, each voting
as a separate class.
Conversion. Each outstanding
share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. In addition,
each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not
for value, except for certain permitted transfers described in our certificate of incorporation, including transfers to family members,
trusts solely for the benefit of the stockholder or their family members, distributions or transfers of shares out to owners of a stockholder,
or to partnerships, corporations, and other entities exclusively owned by the stockholder or their family members, as well as affiliates,
subject to certain exceptions. Once converted or transferred and converted into Class A Common Stock, the Class B Common Stock may not
be reissued.
Rights and Preferences. Holders
of our common stock have no preemptive, conversion or subscription rights, and there will be no redemption or sinking funds provisions
applicable to our common stock. The rights, preferences and privileges of the holders of our common stock will be subject to, and may
be adversely affected by, the rights of the holders of shares of any series of our preferred stock that we may designate and issue in
the future.
Fully Paid and Nonassessable. All
of our outstanding shares of Class A Common Stock and Class B Common Stock are, and any shares of Class A Common Stock offered hereby
will, when issued be, fully paid and nonassessable.
Listing.
Our Class A Common Stock is listed on the NASDAQ
Capital Market under the symbol “LGVN.”
Transfer Agent and Registrar
The transfer agent and registrar for our Class
A Common Stock is Colonial Stock Transfer Company, Inc.
Preferred Stock
Our board of directors has the authority, without
further action by the stockholders, to issue up to 5,000,000 shares of preferred stock in one or more series and to fix the rights, preferences,
privileges, and restrictions thereof. The issuance of preferred stock could adversely affect the voting power of holders of common stock
and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred
stock could have the effect of delaying, deferring or preventing change in our control or other corporate action. We have no present plan
to issue any shares of preferred stock.
Prior to the issuance of shares of each series
of preferred stock, the board of directors is required by the Delaware General Corporation Law (“DGCL”) and our certificate
of incorporation to adopt resolutions and file a certificate of designations with the Secretary of State of the State of Delaware. The
certificate of designations fixes for each class or series the designations, powers, preferences, rights, qualifications, limitations
and restrictions, including, but not limited to, some or all of the following:
● | the
number of shares constituting that series and the distinctive designation of that series, which number may be increased or decreased
(but not below the number of shares then outstanding) from time to time by action of the board of directors; |
● | the
dividend rate and the manner and frequency of payment of dividends on the shares of that series, whether dividends will be cumulative,
and, if so, from which date; |
● | whether
that series will have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights; |
● | whether
that series will have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment
of the conversion rate in such events as the board of directors may determine; |
● | whether
or not the shares of that series will be redeemable, and, if so, the terms and conditions of such redemption; |
● | whether
that series will have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such
sinking fund; |
● | whether
or not the shares of the series will have priority over or be on a parity with or be junior to the shares of any other series or class
in any respect; |
● | the
rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation,
and the relative rights or priority, if any, of payment of shares of that series; and |
● | any
other relative rights, preferences and limitations of that series. |
All shares of preferred stock offered hereby will,
when issued, be fully paid and non-assessable, including shares of preferred stock issued upon the exercise of preferred stock warrants
or subscription rights, if any.
Although our board of directors has no intention
at the present time of doing so, it could authorize the issuance of a series of preferred stock that could, depending on the terms of
such series, impede the completion of a merger, tender offer or other takeover attempt.
Anti-Takeover Provisions
Some provisions of Delaware law and our certificate
of incorporation and our bylaws could make the following transactions more difficult: an acquisition of us by means of a tender offer;
an acquisition of us by means of a proxy contest or otherwise; or the removal of our incumbent officers and directors. It is possible
that these provisions could make it more difficult to accomplish or could deter transactions that stockholders may otherwise consider
to be in their best interests or in our best interests, including transactions that provide for payment of a premium over the market price
for our shares.
These provisions, summarized below, are intended
to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking
to acquire control of us to first negotiate with our board of directors. We believe that the benefits of the increased protection of our
potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages
of discouraging these proposals because negotiation of these proposals could result in an improvement of their terms.
Dual Class Stock. As described above
our certificate of incorporation provides for a dual class common stock structure, which provides holders of our Class B Common Stock
with significant influence over matters requiring stockholder approval, including the election of directors and significant corporate
transactions, such as a merger or other sale of our company or its assets.
Stockholder Meetings. Our bylaws provide
that a special meeting of stockholders may be called only by the chairman of our board of directors, our chief executive officer or president
(in the absence of a chief executive officer), or by a resolution adopted by a majority of our board of directors.
Requirements for Advance Notification of Stockholder
Nominations and Proposals. Our bylaws establish advance notice procedures with respect to stockholder proposals to be brought
before a stockholder meeting and the nomination of candidates for election as directors, other than nominations made by or at the direction
of our board of directors or a committee of our board of directors.
Elimination of Stockholder Action by Written
Consent. Any action to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders
and may not be taken by written consent.
Staggered Board. Our board of directors
is divided into three classes. The directors in each class serve a three-year term, with one class being elected each year by our stockholders.
This system of electing and removing directors may tend to discourage a third party from making a tender offer or otherwise attempting
to obtain control of us, because it generally makes it more difficult for stockholders to replace a majority of the directors.
Removal of Directors. Our certificate
of incorporation provides that no member of our board of directors may be removed from office by our stockholders except for cause and,
in addition to any other vote required by law, upon the approval of the holders of at least two-thirds in voting power of the outstanding
shares of stock entitled to vote in the election of directors.
Stockholders Not Entitled to Cumulative Voting. Our
certificate of incorporation does not permit stockholders to cumulate their votes in the election of directors. Accordingly, the holders
of a majority of the outstanding shares of our common stock entitled to vote in any election of directors will be able to elect all of
the directors standing for election, if they choose. Further, as discussed above, holders of our Class B Common Stock will be entitled
to five (5) votes for each share of Class B Common Stock held by them, including with respect to election of directors.
Choice of Forum. Our certificate of
incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State
of Delaware will be the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting
a claim of breach of a fiduciary duty or other wrongdoing by any of our directors, officers, employees or agents to us or our stockholders,
(3) any action asserting a claim against us arising pursuant to any provision of the DGCL or as to which the DGCL confers jurisdiction
on the Court of Chancery of the State of Delaware, (4) any action to interpret, apply, enforce or determine the validity of our certificate
of incorporation or bylaws, or (5) any action asserting a claim governed by the internal affairs doctrine. Under our certificate of incorporation,
this exclusive forum provision will not apply to claims which are vested in the exclusive jurisdiction of a court or forum other than
the Court of Chancery of the State of Delaware, or for which the Court of Chancery of the State of Delaware does not have subject matter
jurisdiction. For instance, the provision would not apply to actions arising under federal securities laws, including suits brought to
enforce any liability or duty created by the Securities Act, the Exchange Act, or the rules and regulations thereunder.
Our certificate of incorporation further provides
that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause
of action arising under the Securities Act. Our certificate of incorporation also provides that any person or entity holding, purchasing
or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of and to have consented to these choice
of forum provisions. It is possible that a court of law could rule that the choice of forum provision contained in our certificate of
incorporation are inapplicable or unenforceable if they are challenged in a proceeding or otherwise.
Amendment of Charter Provisions. The
amendment of any of the above provisions, except for the provision making it possible for our board of directors to issue preferred stock
and the provision prohibiting cumulative voting, would require approval by holders of at least two-thirds in voting power of the outstanding
shares of stock entitled to vote thereon.
The provisions of Delaware law, and our certificate
of incorporation and bylaws, could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they
may also inhibit temporary fluctuations in the market price of our Class A common stock that often result from actual or rumored
hostile takeover attempts. These provisions may also have the effect of preventing changes in the composition of our board and management.
It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be
in their best interests.
Section 203 of the Delaware General Corporation
Law. We are subject to Section 203 of the DGCL, which prohibits persons deemed to be “interested stockholders” from
engaging in a “business combination” with a publicly held Delaware corporation for three years following the date these persons
become interested stockholders unless the business combination is, or the transaction in which the person became an interested stockholder
was, approved in a prescribed manner or another prescribed exception applies. Generally, an “interested stockholder” is a
person who, together with affiliates and associates, owns, or within three years prior to the determination of interested stockholder
status did own, 15% or more of a corporation’s voting stock. Generally, a “business combination” includes a merger,
asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. The existence of this provision
may have an anti-takeover effect with respect to transactions not approved in advance by our board of directors.
Limitations on Liability and Indemnification
Matters. Our certificate of incorporation limits our directors’ liability to the fullest extent permitted under Delaware law,
which prohibits our certificate of incorporation from limiting the liability of our directors for the following:
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any breach of the director’s duty of loyalty to us or our stockholders; |
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acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; |
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unlawful payment of dividends or unlawful stock repurchases or redemptions; or |
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any transaction from which the director derived an improper personal benefit. |
If Delaware law is amended to authorize corporate
action further eliminating or limiting the personal liability of a director, then the liability of our directors will be eliminated or
limited to the fullest extent permitted by Delaware law, as so amended.
Our bylaws provide that we will indemnify our
directors and officers to the fullest extent permitted under Delaware law and that we shall have the power to indemnify our employees
and agents to the fullest extent permitted by law. Our bylaws also permit us to secure insurance on behalf of any officer, director, employee
or other agent for any liability arising out of his or her actions in this capacity, regardless of whether we would have the power to
indemnify such person against such expense, liability or loss under the DGCL.
We have also entered into separate indemnification
agreements with our directors and executive officers, in addition to indemnification provided for in our bylaws. These agreements, among
other things, provide for indemnification of our directors and executive officers for expenses, judgments, fines and settlement amounts
incurred by such persons in any action or proceeding arising out of this person’s services as a director or executive officer or
at our request. We believe that these provisions in our certificate of incorporation and bylaws and indemnification agreements are necessary
to attract and retain qualified persons as directors and executive officers. The above description of the limitation of liability and
indemnification provisions of our certificate of incorporation, our bylaws and our indemnification agreements is not complete and is qualified
in its entirety by reference to these documents, each of which have been filed as exhibits with the SEC.
DESCRIPTION OF WARRANTS
As of April 1, 2022, we have issued and
outstanding warrants to purchase up to 1,271,399 shares of our Class A Common Stock, in the aggregate. Our outstanding warrants are currently
exercisable at a weighted average exercise price of $17.26 per share.
The following description, together with the additional
information we may include in any applicable prospectus supplement, summarizes the material terms and provisions of the warrants that
we may offer under this prospectus and any related warrant agreement and warrant certificate. While the terms summarized below will apply
generally to any warrants that we may offer, we will describe the specific terms of any series of warrants in more detail in the applicable
prospectus supplement. If we indicate in the prospectus supplement, the terms of any warrants offered under that prospectus supplement
may differ from the terms described below. Specific warrant agreements will contain additional important terms and provisions and will
be incorporated by reference as an exhibit to the registration statement which includes this prospectus.
General
We may issue warrants for the purchase of Class
A Common Stock, and/or preferred stock in one or more series. We may issue warrants independently or together with Class A Common Stock,
and/or preferred stock, and the warrants may be attached to or separate from these securities.
We will evidence each series of warrants by warrant
certificates that we may issue under a separate agreement. We may enter into a warrant agreement with a warrant agent. Each warrant agent
may be a bank that we select which has its principal office in the United States. We may also choose to act as our own warrant agent.
We will indicate the name and address of any such warrant agent in the applicable prospectus supplement relating to a particular series
of warrants.
We will describe in the applicable prospectus supplement the terms
of the series of warrants, including:
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the offering price and aggregate number of warrants offered; |
● |
if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security; |
● |
if applicable, the date on and after which the warrants and the related securities will be separately transferable; |
● |
in the case of warrants to purchase Class A Common Stock or preferred stock, the number or amount of shares of Class A Common Stock or preferred stock, as the case may be, purchasable upon the exercise of one warrant and the price at which and currency in which these shares may be purchased upon such exercise; |
● |
the manner of exercise of the warrants, including any cashless exercise rights; |
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the warrant agreement under which the warrants will be issued; |
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the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreement and the warrants; |
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anti-dilution provisions of the warrants, if any; |
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the terms of any rights to redeem or call the warrants; |
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any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants; |
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the dates on which the right to exercise the warrants will commence and expire or, if the warrants are not continuously exercisable during that period, the specific date or dates on which the warrants will be exercisable; |
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the manner in which the warrant agreement and warrants may be modified; |
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the identities of the warrant agent and any calculation or other agent for the warrants; |
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if applicable, a discussion of any material United States federal income tax consequences of holding or exercising the warrants; |
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the terms of the securities issuable upon exercise of the warrants; |
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any securities exchange or quotation system on which the warrants or any securities deliverable upon exercise of the warrants may be listed or quoted; and |
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any other specific terms, preferences, rights or limitations of or restrictions on the warrants. |
Before exercising their warrants, holders of warrants
will not have any of the rights of holders of the securities purchasable upon such exercise, including the right to receive dividends,
if any, or, payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any.
Exercise of Warrants
Each warrant will entitle the holder to purchase
the securities that we specify in the applicable prospectus supplement at the exercise price that we describe in the applicable prospectus
supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants at
any time up to 5:00 P.M. eastern time on the expiration date that we set forth in the applicable prospectus supplement. After the close
of business on the expiration date, unexercised warrants will become void.
Holders of the warrants may exercise the warrants
by delivering the warrant certificate representing the warrants to be exercised together with specified information, and paying the required
exercise price by the methods provided in the applicable prospectus supplement. We will set forth on the reverse side of the warrant certificate,
and in the applicable prospectus supplement, the information that the holder of the warrant will be required to deliver to the warrant
agent.
Upon receipt of the required payment and the warrant
certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the
applicable prospectus supplement, we will issue and deliver the securities purchasable upon such exercise. If fewer than all of the warrants
represented by the warrant certificate are exercised, then we will issue a new warrant certificate for the remaining amount of warrants.
Enforceability of Rights by Holders of Warrants
Any warrant agent will act solely as our agent
under the applicable warrant agreement and will not assume any obligation or relationship of agency or trust with any holder of any warrant.
A single bank or trust company may act as warrant agent for more than one issue of warrants. A warrant agent will have no duty or responsibility
in case of any default by us under the applicable warrant agreement or warrant, including any duty or responsibility to initiate any proceedings
at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without the consent of the related warrant agent or the
holder of any other warrant, enforce by appropriate legal action the holder’s right to exercise, and receive the securities purchasable
upon exercise of, its warrants in accordance with their terms.
Warrant Agreement Will Not Be Qualified Under
Trust Indenture Act. No warrant agreement will be qualified as an indenture, and no warrant agent will be required to qualify as a
trustee, under the Trust Indenture Act. Therefore, holders of warrants issued under a warrant agreement will not have the protection of
the Trust Indenture Act with respect to their warrants.
Governing Law. Each warrant agreement and
any warrants issued under the warrant agreements will be governed by Delaware law.
Calculation Agent. Any calculations relating
to warrants may be made by a calculation agent, an institution that we appoint as our agent for this purpose. The prospectus supplement
for a particular warrant will name the institution that we have appointed to act as the calculation agent for that warrant as of the original
issue date for that warrant, if any. We may appoint a different institution to serve as calculation agent from time to time after the
original issue date without the consent or notification of the holders. The calculation agent’s determination of any amount of money
payable or securities deliverable with respect to a warrant will be final and binding in the absence of manifest error.
DESCRIPTION OF PURCHASE CONTRACTS
The following description summarizes the general
features of the purchase contracts that we may offer under this prospectus. Although the features we have summarized below will generally
apply to any future purchase contracts we may offer under this prospectus, we will describe the particular terms of any purchase contracts
that we may offer in more detail in the applicable prospectus supplement. The specific terms of any purchase contracts may differ from
the description provided below as a result of negotiations with third parties in connection with the issuance of those purchase contracts,
as well as for other reasons. Because the terms of any purchase contracts we offer under a prospectus supplement may differ from the terms
we describe below, you should rely solely on information in the applicable prospectus supplement if that summary is different from the
summary in this prospectus.
We will incorporate by reference into the registration
statement of which this prospectus is a part any purchase contract that we may offer under this prospectus before the sale of the related
purchase contract. We urge you to read any applicable prospectus supplement related to specific purchase contracts being offered, as well
as the complete instruments that contain the terms of the securities that are subject to those purchase contracts. Certain of those instruments,
or forms of those instruments, have been filed as exhibits to the registration statement of which this prospectus is a part, and supplements
to those instruments or forms may be incorporated by reference into the registration statement of which this prospectus is a part, from
reports we file with the SEC.
We may issue purchase contracts, including contracts
obligating holders to purchase from us, and for us to sell to holders, a specific or variable number of our securities at a future date
or dates. Alternatively, the purchase contracts may obligate us to purchase from holders, and obligate holders to sell to us, a specific
or varying number of our securities.
If we offer any purchase contracts, certain terms
of that series of purchase contracts will be described in the applicable prospectus supplement, including, without limitation, the following:
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the price of the securities or other property subject to the purchase contracts (which may be determined by reference to a specific formula described in the purchase contracts); |
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whether the purchase contracts are issued separately, or as a part of units each consisting of a purchase contract and one or more of our other securities, including U.S. Treasury securities, securing the holder’s obligations under the purchase contract; |
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any requirement for us to make periodic payments to holders or vice versa, and whether the payments are unsecured or pre-funded; |
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any provisions relating to any security provided for the purchase contracts; |
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whether the purchase contracts obligate the holder or us to purchase or sell, or both purchase and sell, the securities subject to purchase under the purchase contract, and the nature and amount of each of those securities, or the method of determining those amounts; |
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whether the purchase contracts are to be prepaid or not; |
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whether the purchase contracts are to be settled by delivery, or by reference or linkage to the value, performance or level of the securities subject to purchase under the purchase contract; |
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any acceleration, cancellation, termination or other provisions relating to the settlement of the purchase contracts; |
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a discussion of certain U.S. federal income tax considerations applicable to the purchase contracts; |
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whether the purchase contracts will be issued in fully registered or global form; and |
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any other terms of the purchase contracts and any securities subject to such purchase contracts. |
DESCRIPTION OF UNITS
We may issue units comprised of one or more of
the other securities described in this prospectus or in any prospectus supplement in any combination. Each unit will be issued so that
the holder of the unit is also the holder, with the rights and obligations of a holder, of each security included in the unit. The unit
certificate may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time
before a specified date or upon the occurrence of a specified event or occurrence.
The applicable prospectus supplement will describe:
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the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; |
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any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and |
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whether the units will be issued in fully registered or global form. |
PLAN OF DISTRIBUTION
We may sell the securities being offered pursuant
to this prospectus to or through underwriters, through dealers, through agents, or directly to one or more purchasers or through a combination
of these methods. The applicable prospectus supplement will describe the terms of the offering of the securities, including:
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the name or names of any underwriters, and if required, any dealers or agents; |
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the purchase price of the securities and the proceeds we will receive from the sale; |
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any underwriting discounts or agency fees and other items constituting underwriters’ or agents’ compensation; |
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any discounts or concessions allowed or reallowed or paid to dealers; and |
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any securities exchange or market on which the securities may be listed or traded. |
We may distribute the securities from time to time in one or more public
or private transactions at:
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a fixed price or prices, which may be changed; |
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market prices prevailing at the time of sale; |
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prices related to such prevailing market prices; |
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negotiated prices; or |
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through any other method permitted by applicable law and described in the applicable prospectus supplement. |
Only underwriters named in the prospectus supplement
are underwriters of the securities offered by such prospectus supplement. If underwriters are used in an offering, we will execute an
underwriting agreement with such underwriters and will specify the name of each underwriter and the terms of the transaction (including
any underwriting discounts and other terms constituting compensation of the underwriters and any dealers) in a prospectus supplement.
The securities may be offered to the public either through underwriting syndicates represented by managing underwriters or directly by
one or more investment banking firms or others, as designated. If an underwriting syndicate is used, the managing underwriter(s) will
be specified on the cover of the prospectus supplement. If underwriters are used in the sale, the offered securities will be acquired
by the underwriters for their own accounts and may be resold from time to time in one or more transactions, including negotiated transactions,
at a fixed public offering price or at varying prices determined at the time of sale. Any public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time. Unless otherwise set forth in the prospectus supplement, the
obligations of the underwriters to purchase the offered securities will be subject to conditions precedent, and the underwriters will
be obligated to purchase all of the offered securities, if any are purchased.
We may grant to the underwriters options to purchase
additional securities to cover over-allotments, if any, at the public offering price, with additional underwriting commissions or discounts,
as may be set forth in a related prospectus supplement. The terms of any over-allotment option will be set forth in the prospectus supplement
for those securities. If we use a dealer in the sale of the securities being offered pursuant to this prospectus or any prospectus supplement,
we will sell the securities to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to
be determined by the dealer at the time of resale. The names of the dealers and the terms of the transaction will be specified in a prospectus
supplement.
We may sell the securities directly or through
agents we designate from time to time. We will name any agent involved in the offering and sale of securities and we will describe any
commissions we will pay the agent in the prospectus supplement. We may authorize agents or underwriters to solicit offers by institutional
investors to purchase securities from us at the public offering price set forth in the prospectus supplement pursuant to delayed delivery
contracts providing for payment and delivery on a specified date in the future. We will describe the conditions to these contracts and
the commissions we must pay for solicitation of these contracts in the prospectus supplement.
In connection with the sale of the securities,
underwriters, dealers or agents may receive compensation from us or from purchasers of the securities for whom they act as agents, in
the form of discounts, concessions or commissions. Underwriters may sell the securities to or through dealers, and those dealers may receive
compensation in the form of discounts, concessions or commissions from the underwriters or commissions from the purchasers for whom they
may act as agents. Underwriters, dealers and agents that participate in the distribution of the securities, and any institutional investors
or others that purchase securities directly for the purpose of resale or distribution, may be deemed to be underwriters, and any discounts
or commissions received by them from us and any profit on the resale of the common stock by them may be deemed to be underwriting discounts
and commissions under the Securities Act.
We may provide agents, underwriters and other
purchasers with indemnification against particular civil liabilities, including liabilities under the Securities Act, or contribution
with respect to payments that the agents, underwriters or other purchasers may make with respect to such liabilities. Agents and underwriters
may engage in transactions with, or perform services for, us in the ordinary course of business.
To facilitate the public offering of a series
of securities, persons participating in the offering may engage in transactions that stabilize, maintain, or otherwise affect the market
price of the securities. This may include over-allotments or short sales of the securities, which involve the sale by persons participating
in the offering of more securities than have been sold to them by us in exercising the over-allotment option granted to those persons.
In addition, those persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market
or by imposing penalty bids, whereby selling concessions allowed to underwriters or dealers participating in any such offering may be
reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may
be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market.
Such transactions, if commenced, may be discontinued at any time. We make no representation or prediction as to the direction or magnitude
of any effect that the transactions described above, if implemented, may have on the price of our securities.
Unless otherwise specified in the applicable prospectus
supplement, any Class A Common Stock sold pursuant to a prospectus supplement will be eligible for listing on The NASDAQ Capital Market,
subject to official notice of issuance. Any underwriters to whom securities are sold by us for public offering and sale may make a market
in the securities, but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice.
In order to comply with the securities laws of
some states, if applicable, the securities offered pursuant to this prospectus will be sold in those states only through registered or
licensed brokers or dealers. In addition, in some states securities may not be sold unless they have been registered or qualified for
sale in the applicable state or an exemption from the registration or qualification requirement is available and complied with.
LEGAL MATTERS
Unless the applicable prospectus supplement indicates
otherwise, the validity of the offered securities will be passed upon for us by Buchanan Ingersoll & Rooney PC.
EXPERTS
The financial statements of Longeveron Inc. as
of December 31, 2021 and 2020 and for each of the years in the two-year period ended December 31, 2021, incorporated by reference in this
prospectus and registration statement have been audited by MSL, P.A., an independent registered public accounting firm, as set forth in
their report thereon, appearing in the Longeveron Inc. Annual Report on Form 10-K for the year ended December 31, 2021, and are included
in this prospectus and the registration statement of which this prospectus is a part in reliance upon such report given upon the authority
of that firm as experts in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION ABOUT
US
We are required to file annual and quarterly reports,
current reports, proxy statements, and other information with the SEC. We make these documents publicly available, free of charge, on
our website at www.longeveron.com as soon as reasonably practicable after filing such documents with the SEC. You can read our SEC filings,
including the registration statement, on the SEC’s website at http://www.sec.gov.
This prospectus is part of a registration statement
we filed with the SEC. This prospectus omits some information contained in the registration statement in accordance with SEC rules and
regulations. You should review the information and exhibits in the registration statement for further information about us and the securities
we are offering. Statements in this prospectus concerning any document we filed as an exhibit to the registration statement or that we
otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings and the exhibits attached
thereto. You should review the complete document to evaluate these statements. We will provide to each person, including any beneficial
owner, to whom a prospectus is delivered, a copy of any or all of the information that has been incorporated by reference in the prospectus
but not delivered with the prospectus. We will provide this information upon oral or written request, free of charge. Any requests for
this information should be made by calling or sending a letter to the Secretary of the Company, c/o Longeveron Inc., 1951 NW 7th
Avenue, Suite 520, Miami, Florida 33136. Our telephone number is (305) 909-0840.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC’s rules allow us to “incorporate
by reference” information into this prospectus, which means that we can disclose important information to you by referring you to
another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and
subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in
this prospectus or a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained in this prospectus or a subsequently filed document incorporated by reference modifies
or replaces that statement.
The following documents filed by us with the Securities
and Exchange Commission are incorporated by reference in this prospectus:
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Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed on March 11, 2022; and |
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Our Current Report on Form 8-K filed with the SEC on March 25, 2022 and April 5, 2022 (in each case, except for information contained therein which is furnished rather than filed); and |
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The description of our common stock set forth in our registration statement on Form 8-A, filed with the SEC on February 11, 2021, as the description therein has been updated and superseded by the description of our capital stock contained in Exhibit 4.2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC on March 11, 2022, and including any amendments and reports filed for the purpose of updating such description. |
We also incorporate by reference all documents
we file (other than documents or portions of documents deemed to be furnished pursuant to the Exchange Act) under Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act (a) after the initial filing date of the registration statement of which this prospectus is a part and
before the effectiveness of the registration statement, and (b) after the effectiveness of the registration statement and before the filing
of a post-effective amendment that indicates that the securities offered by this prospectus have been sold or that deregisters the securities
covered by this prospectus then remaining unsold. Any statement contained herein or in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes hereof or of the related prospectus supplement to the extent
that a statement in any other subsequently filed document which is also incorporated or deemed to be incorporated herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a
part of this prospectus.
2,236,026
Shares of Class A Common Stock
PROSPECTUS
SUPPLEMENT
H.C.
Wainwright & Co.
July
18, 2024
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