LGVN News & Events

Longeveron files to sell 30.87M shares of Class A common stock for holders

Longeveron announced that the China National Intellectual Property Administration has granted a patent covering potency assay methods for assessing human mesenchymal stem cells derived from bone marrow, adipose tissue, peripheral blood, a lung, a heart, amniotic fluid, inner organs, an amniotic membrane, an umbilical cord or a placenta or differentiated from induced pluripotent stem cells. Potency assays are a crucial element for approved cell-based therapy products.

Longeveron entered into a definitive agreement with certain institutional and accredited investors for up to approximately $30M in gross proceeds through a private placement, priced at-the-market under Nasdaq rules. The net proceeds from the initial tranche of the financing are expected to fund the Company's current operating plans into the fourth quarter of 2026, past the anticipated pivotal Phase 2b ELPIS II clinical trial 3Q26 topline data readout. The private placement is led by Coastlands Capital, with participation from Janus Henderson Investors, along with Logos Capital and Kalehua Capital, for total gross proceeds in the initial closing of approximately $15M. H.C. Wainwright & Co. is acting as the exclusive placement agent for the private placement. At the initial closing, the Company will issue 6,013,384 shares of its Class A common stock at a purchase price of $0.52 per share and, in lieu of Class A common stock, shares of the Company's Series A Non-Voting Convertible Preferred Stock, convertible into an aggregate of 22,832,770 shares of Class A common stock, at a purchase price $1,000 for each Preferred Share. The Preferred Shares will have a conversion price of $0.52 per share and will be immediately convertible upon issuance. The Company will be eligible to receive up to an additional approximately $15M in gross proceeds in exchange for shares of Class A common stock and Preferred Shares, subject to achieving certain milestone-driven conditions related to the results of the Company's Phase 2b ELPIS II clinical trial in HLHS and share price. Additionally, at the initial closing, the Company has agreed to sell to the investors an interest in 50% of proceeds received from the potential future sale of a Rare Pediatric Disease Priority Review Voucher, to the extent received from the U.S. FDA in connection with the Company's laromestrocel program for HLHS. The initial closing of the private placement is expected to occur on or about March 11, 2026, subject to satisfaction of customary closing conditions.