LGVN - Longeveron Announces $9.0 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules | Benzinga
MIAMI, July 18, 2024 (GLOBE NEWSWIRE) -- Longeveron Inc. (NASDAQ:LGVN) ("Longeveron" or the "Company"), a clinical stage regenerative medicine biotechnology company developing cellular therapies for life-threatening and chronic aging-related conditions, today announced that it has entered into definitive agreements for the issuance and sale of an aggregate of 2,236,026 shares of its Class A common stock (or common stock equivalents in lieu thereof) at a purchase price of $4.025 per share of Class A common stock (or per common stock equivalent in lieu thereof) in a registered direct offering priced at-the-market under Nasdaq rules. In a concurrent private placement, the Company has also agreed to issue and sell unregistered warrants to purchase up to an aggregate of 2,236,026 shares of Class A common stock. The unregistered warrants will have an exercise price of $3.90 per share and will be immediately exercisable for a period of twenty-four (24) months following the date of issuance. The offering is expected to close on or about July 19, 2024, subject to the satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.
The gross proceeds to the Company from the offering are expected to be approximately $9.0 million, prior to deducting placement agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the offering for its 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.
The shares of Class A common stock (or common stock equivalents) offered in the registered direct offering (but excluding the unregistered warrants offered in the concurrent private placement and the shares of Class A common stock underlying such unregistered warrants) are being offered and sold by the Company pursuant to a "shelf" registration statement on Form S-3 (Registration No. 333-264142), including a base prospectus, previously filed with the Securities and Exchange Commission ("SEC") on April 5, 2022, and declared effective by the SEC on April 14 2022. The offering of the shares of Class A common stock (or common stock equivalents) to be issued in the registered direct offering are being made only by means of a prospectus supplement that forms a part of the registration statement. A final prospectus supplement and an accompanying base prospectus relating to the registered direct offering will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov. Electronic copies of the final prospectus supplement and accompanying base prospectus, when available, may also be obtained by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.
The offer and sale of the unregistered warrants in the concurrent private placement are being made in a transaction not involving a public offering and have not been registered under ...