Mga Batayang Estadistika
CIK | 1721484 |
SEC Filings
SEC Filings (Chronological Order)
September 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 27, 2025 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File Nu |
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September 3, 2025 |
Longeveron® Announces Key Leadership Updates Exhibit 99.1 Longeveron® Announces Key Leadership Updates ● Than Powell, Chief Business Officer and head of business development, appointed Interim CEO ● Dr. Joshua Hare, co-founder and chief science officer, appointed Executive Chairman of the Board of Directors ● Wa’el Hashad to step down as CEO and Board member ● National search to occur for permanent CEO MIAMI, September 3, 2025 - Longeveron I |
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August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2025 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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August 13, 2025 |
Longeveron® Announces Second Quarter 2025 Financial Results and Provides Business Update Exhibit 99.1 Longeveron® Announces Second Quarter 2025 Financial Results and Provides Business Update ● Full enrollment achieved for pivotal Phase 2b clinical trial (ELPIS II) evaluating laromestrocel as a potential adjunct treatment for HLHS, a rare pediatric disease and orphan-designated indication ● ELPIS II top-line trial results are anticipated in the third quarter of 2026, after the final fo |
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August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-40060 Longeveron Inc. (Ex |
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August 11, 2025 |
Exhibit 4.2 CLASS A COMMON STOCK PURCHASE WARRANT LONGEVERON INC. Warrant Shares: Issue Date: August 11, 2025 Initial Exercise Date: August 11, 2025 THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time o |
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August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2025 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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August 11, 2025 |
Form of Placement Agent Warrant Exhibit 4.3 PLACEMENT AGENT CLASS A COMMON STOCK PURCHASE WARRANT LONGEVERON INC. Warrant Shares: Issue Date: August 11, 2025 Initial Exercise Date: August 11, 2025 THIS PLACEMENT AGENT CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions here |
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August 11, 2025 |
Exhibit 99.1 Longeveron Announces Up To $17.5 Million Public Offering $5.0 million upfront with up to an additional $12.5 million of potential aggregate gross proceeds upon the exercise in full of short-term warrants MIAMI, August 8, 2025 (GLOBE NEWSWIRE) - Longeveron Inc. (NASDAQ: LGVN) (“Longeveron” or “Company”), a clinical stage regenerative medicine biotechnology company developing cellular t |
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August 11, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 8, 2025, between LONGEVERON INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set for |
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August 11, 2025 |
Exhibit 4.1 PRE-FUNDED CLASS A COMMON STOCK PURCHASE WARRANT Longeveron Inc. Warrant Shares: Issue Date: August 11, 2025 Initial Exercise Date: August 11, 2025 THIS PRE-FUNDED CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter se |
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August 11, 2025 |
PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-289210 Longeveron Inc. 5,617,648 Shares of Class A common stock 14,705,885 Class A Common Warrants to Purchase 14,705,885 Shares of Class A common stock 264,706 Pre-Funded Warrants to Purchase 264,706 Shares of Class A common stock 411,765 Placement Agent Warrants to Purchase 411,765 Shares of Class A common stock 15,382,356 Shares o |
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August 11, 2025 |
Exhibit 99.2 Longeveron Announces Closing Of Up To $17.5 Million Public Offering $5.0 million upfront with up to an additional $12.5 million of potential aggregate gross proceeds upon the exercise in full of short-term warrants MIAMI, August 11, 2025 (GLOBE NEWSWIRE) - Longeveron Inc. (NASDAQ: LGVN) (“Longeveron” or “Company”), a clinical stage regenerative medicine biotechnology company developin |
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August 8, 2025 |
Form of Placement Agent Warrant Exhibit 4.22 PLACEMENT AGENT CLASS A COMMON STOCK PURCHASE WARRANT LONGEVERON INC. Warrant Shares: Issue Date: [ ], 2025 Initial Exercise Date: [ ], 2025 THIS PLACEMENT AGENT CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set |
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August 8, 2025 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 Longeveron Inc. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Class A Common Stock, |
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August 8, 2025 |
Form of Class A common warrant Exhibit 4.20 CLASS A COMMON STOCK PURCHASE WARRANT LONGEVERON INC. Warrant Shares: Issue Date: [ ], 2025 Initial Exercise Date: [ ], 2025 THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after |
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August 8, 2025 |
Exhibit 4.21 PRE-FUNDED CLASS A COMMON STOCK PURCHASE WARRANT Longeveron Inc. Warrant Shares: Issue Date: [ ], 2025 Initial Exercise Date: [ ], 2025 THIS PRE-FUNDED CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at |
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August 8, 2025 |
As filed with the Securities and Exchange Commission on August 8, 2025 As filed with the Securities and Exchange Commission on August 8, 2025 Registration No. |
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August 8, 2025 |
Form of Securities Purchase Agreement Exhibit 10.19 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2025, between LONGEVERON INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in t |
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August 4, 2025 |
As filed with the Securities and Exchange Commission on August 4, 2025 As filed with the Securities and Exchange Commission on August 4, 2025 Registration No. |
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August 4, 2025 |
Form of Series B Class A common warrant Exhibit 4.21 SERIES B CLASS A COMMON STOCK PURCHASE WARRANT LONGEVERON INC. Warrant Shares: Issue Date: [ ], 2025 Initial Exercise Date: [ ], 2025 THIS SERIES B CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any |
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August 4, 2025 |
Form of Securities Purchase Agreement Exhibit 10.19 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2025, between LONGEVERON INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in t |
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August 4, 2025 |
Form of Series A Class A common warrant Exhibit 4.20 SERIES A CLASS A COMMON STOCK PURCHASE WARRANT LONGEVERON INC. Warrant Shares: Issue Date: [ ], 2025 Initial Exercise Date: [ ], 2025 THIS SERIES A CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any |
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August 4, 2025 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 Longeveron Inc. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Class A Common Stock, |
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August 4, 2025 |
Form of Placement Agent Warrant Exhibit 4.23 PLACEMENT AGENT CLASS A COMMON STOCK PURCHASE WARRANT LONGEVERON INC. Warrant Shares: Issue Date: [ ], 2025 Initial Exercise Date: [ ], 2025 THIS PLACEMENT AGENT CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set |
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August 4, 2025 |
Exhibit 4.22 PRE-FUNDED CLASS A COMMON STOCK PURCHASE WARRANT Longeveron Inc. Warrant Shares: Issue Date: [ ], 2025 Initial Exercise Date: [ ], 2025 THIS PRE-FUNDED CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at |
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July 21, 2025 |
As confidentially submitted to the Securities and Exchange Commission on July 21, 2025. |
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July 9, 2025 |
Exhibit 99.1 Longeveron® Announces U.S. FDA Approval of IND Application for a Phase 2 Pivotal Registration Study Evaluating Laromestrocel as a Treatment of Pediatric Dilated Cardiomyopathy (DCM) ● Accepted IND application allows for development program to move directly to a Phase 2 pivotal registration clinical trial ● Phase 2 clinical trial initiation anticipated in first half of 2026 ● Pediatric |
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July 9, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2025 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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June 20, 2025 |
Exhibit 99.1 APPENDIX A THIRD AMENDED AND RESTATED LONGEVERON INC. 2021 INCENTIVE AWARD PLAN Article I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in A |
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June 20, 2025 |
As filed with the Securities and Exchange Commission on June 20, 2025 As filed with the Securities and Exchange Commission on June 20, 2025 Registration No. |
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June 20, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Longeveron Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1)(2) Proposed Maximum Offering Price Per Share (3) Maximum Aggregate Offering Price (3) Fee Rate Amount of Registration Fee Equity Class A Common Stock |
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June 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2025 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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May 8, 2025 |
Longeveron® Announces First Quarter 2025 Financial Results and Provides Business Update Exhibit 99.1 Longeveron® Announces First Quarter 2025 Financial Results and Provides Business Update ● Pivotal Phase 2b clinical trial (ELPIS II) evaluating laromestrocel in HLHS, a rare pediatric disease and orphan-designated indication, has reached approximately 95% enrollment and is expected to complete enrollment in the second quarter of 2025 ● Laromestrocel Biological License Application (BLA |
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May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-40060 Longeveron Inc. (E |
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May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2025 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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May 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2025 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File Num |
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April 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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April 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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April 2, 2025 |
LONGEVERON INC. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136 LONGEVERON INC. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136 April 2, 2025 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance, Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Jason Drory Re: Longeveron Inc. Registration Statement on Form S-3 Filed March 28, 2025 File No. 333-286217 Request for Acceleration of E |
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March 28, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Longeveron Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carryforward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry For |
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March 28, 2025 |
As filed with the Securities and Exchange Commission on March 28, 2025. As filed with the Securities and Exchange Commission on March 28, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 47-2174146 (State or other jurisdiction of incorporation or organization) (I.R.S. employe |
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March 14, 2025 |
Letter to Securities and Exchange Commission from Marcum LLP dated March 14, 2025 Exhibit 16.1 March 14, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Longeveron Inc. under Item 4.01 of its Form 8-K to be filed on March 14, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Longeveron Inc. contained the |
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March 14, 2025 |
Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2025 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File Num |
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February 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2024 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or Other Jurisdiction of Incorporation) (Commission File |
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February 28, 2025 |
Longeveron® Announces Full-Year 2024 Financial Results and Provides Business Update Exhibit 99.1 Longeveron® Announces Full-Year 2024 Financial Results and Provides Business Update ● Pivotal Phase 2b clinical trial (ELPIS II) evaluating Lomecel-BTM (laromestrocel) in Hypoplastic Left Heart Syndrome (HLHS), a rare pediatric disease and orphan-designated indication, has achieved more than 90% enrollment and is expected to complete enrollment in the second quarter of 2025 ● Lomecel- |
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February 28, 2025 |
Longeveron Inc. Statement of Policy on Insider Trading, filed herewith EXHIBIT 19.1 Statement Of Policy On Insider Trading Introduction It is the policy of Longeveron Inc. (collectively any present or future subsidiaries, the “Company”) that its employees, consultants and members of its Board of Directors (“Company Personnel”) comply fully with the insider trading securities laws and regulations of the United States. Company Personnel must maintain a basic familiarit |
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February 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40060 LONGEVERON INC |
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February 28, 2025 |
EXHIBIT 10.25 February 21, 2023, as amended January 17, 2025 Dear Wa’el: This letter agreement (this “Agreement”) sets forth the terms and conditions of your employment with Longeveron Inc. (the “Company”), which shall be effective as of March 1, 2023 (the “Effective Date”). This Agreement will govern your employment with the Company following the Effective Date on the following terms and conditio |
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January 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2025 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File N |
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November 14, 2024 |
LGVN / Longeveron Inc. / ARMISTICE CAPITAL, LLC Passive Investment SC 13G/A 1 armistice-lgvn093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Longeveron Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 54303L203 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-40060 Longeveron Inc |
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November 12, 2024 |
Longeveron® Announces Third Quarter 2024 Financial Results and Provides Business Update Exhibit 99.1 Longeveron® Announces Third Quarter 2024 Financial Results and Provides Business Update ● Phase 2b clinical trial (ELPIS II) evaluating Lomecel-BTM in rare pediatric disease HLHS has achieved more than 80% enrollment ● Positive Type C meeting with U.S. FDA confirmed ELPIS II is pivotal and, if positive, acceptable for Biological License Application (BLA) submission for full traditiona |
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November 12, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2024 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or Other Jurisdiction of Incorporation) (Commission File |
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August 14, 2024 |
Longeveron Announces Second Quarter 2024 Financial Results and Provides Business Update Exhibit 99.1 Longeveron Announces Second Quarter 2024 Financial Results and Provides Business Update ● Positive data from the Phase 2a clinical trial (CLEAR MIND ) evaluating Lomecel-BTM in Alzheimer’s disease presented in Featured Research Oral Presentation at Alzheimer’s Association International Conference® (AAIC) ● U.S. FDA granted Lomecel-B™ both Regenerative Medicine Advanced Therapy (RMAT) |
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August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-40060 Longeveron Inc. (Ex |
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August 14, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2024 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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August 12, 2024 |
2,565,392 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-281299 PROSPECTUS 2,565,392 Shares of Class A Common Stock This prospectus relates to the re-sale or other disposition from time to time by certain selling stockholders identified herein (each, a “Selling Stockholder” and, together, the “Selling Stockholders”) or their pledgees, assignees, distributees and successors-in-interest, from time to t |
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August 9, 2024 |
LONGEVERON INC. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136 LONGEVERON INC. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136 August 9, 2024 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance, Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Tim Buchmiller Re: Longeveron Inc. Registration Statement on Form S-1 Filed August 6, 2024 File No. 333-281299 Request for Acceleration |
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August 6, 2024 |
Exhibit 4.19 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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August 6, 2024 |
As filed with the Securities and Exchange Commission on August 6, 2024 As filed with the Securities and Exchange Commission on August 6, 2024 Registration No. |
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August 6, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Longeveron Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Maximum Aggregate Offering Price (3) Fee Rate Amount of Registration Fee Newly Registered Securities Fe |
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July 26, 2024 |
SC 13G 1 ea021007302-13gintralong.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Longeveron Inc. (Name of Issuer) Class A common stock, par value $0.001 per share (Title of Class of Securities) 54303L104 (CUSIP Number) July 18, 2024 (Date of Event Which Requires Filing of this Stateme |
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July 26, 2024 |
EX-99.1 2 ea021007302ex99-1long.htm JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agre |
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July 19, 2024 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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July 19, 2024 |
2,236,026 Shares of Class A Common Stock 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 p |
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July 19, 2024 |
Longeveron Announces $9.0 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules Exhibit 99.1 Longeveron Announces $9.0 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules 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 ente |
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July 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2024 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File Numb |
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July 19, 2024 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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July 19, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 18, 2024, between LONGEVERON INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fort |
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July 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2024 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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July 17, 2024 |
Exhibit 99.1 Longeveron® Announces U.S. FDA Grants Fast Track Designation for Lomecel-BTM for the Treatment of Mild Alzheimer’s Disease – FDA designation enables expedited clinical development and regulatory review timelines for Lomecel-B™ – – Second designation received for Lomecel-BTM for the treatment of mild Alzheimer’s Disease after Regenerative Medicine Advanced Therapeutics (RMAT) Designati |
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July 10, 2024 |
3,563,764 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-280577 PROSPECTUS 3,563,764 Shares of Class A Common Stock This prospectus relates to the re-sale or other disposition from time to time by certain selling stockholders identified herein (each, a “Selling Stockholder” and, together, the “Selling Stockholders”) or their pledgees, assignees, distributees and successors-in-interest, from time to t |
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July 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2024 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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July 10, 2024 |
As filed with the Securities and Exchange Commission on July 10, 2024 As filed with the Securities and Exchange Commission on July 10, 2024 Registration No. |
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July 10, 2024 |
Exhibit 99.1 Longeveron® Announces U.S. FDA Grants Lomecel-BTM Regenerative Medicine Advanced Therapy (RMAT) Designation for the Treatment of Mild Alzheimer’s Disease - Lomecel-BTM appears to be the first cellular therapeutic candidate to receive RMAT designation for Alzheimer’s Disease MIAMI, July 10, 2024 - Longeveron Inc. (NASDAQ: LGVN), a clinical stage regenerative medicine biotechnology comp |
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July 10, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Longeveron Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1)(2) Proposed Maximum Offering Price Per Share (3) Maximum Aggregate Offering Price (3) Fee Rate Amount of Registration Fee Equity Class A Common Stock |
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July 5, 2024 |
LONGEVERON INC. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136 LONGEVERON INC. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136 July 5, 2024 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance, Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Jimmy McNamara Re: Longeveron Inc. Registration Statement on Form S-1 Filed June 28, 2024 File No. 333-280577 Request for Acceleration of |
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July 3, 2024 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2024 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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June 28, 2024 |
As filed with the Securities and Exchange Commission on June 28, 2024 As filed with the Securities and Exchange Commission on June 28, 2024 Registration No. |
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June 28, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Longeveron Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Maximum Aggregate Offering Price (3) Fee Rate Amount of Registration Fee Newly Registered Securities Fe |
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June 18, 2024 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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June 18, 2024 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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June 18, 2024 |
Exhibit 10.1 LONGEVERON INC. June 17, 2024 Holder of Warrants Issued in April 2024 Re: Inducement Offer to Exercise Warrants Issued in April 2024 Dear Holder: Longeveron Inc. (the “Company”) is pleased to offer to you (“Holder”, “you” or similar terminology) the opportunity to receive new warrants to purchase shares of the Company’s Class A common stock, par value $0.001 per share (the “Common Sto |
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June 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2024 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File Numb |
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June 18, 2024 |
Longeveron Raises $4.4 Million in Gross Proceeds from Warrant Exercise Transaction Exhibit 99.2 Longeveron Raises $4.4 Million in Gross Proceeds from Warrant Exercise Transaction MIAMI, June 18, 2024 (GLOBE NEWSWIRE) - Longeveron Inc. (NASDAQ: LGVN) (“Longeveron” or the “Company”), a clinical stage regenerative medicine biotechnology company developing cellular therapies for rare, life-threatening and chronic aging-related conditions, today announced the closing of its previousl |
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June 18, 2024 |
Longeveron Announces Exercise of Warrants for $4.4 Million Gross Proceeds Exhibit 99.1 Longeveron Announces Exercise of Warrants for $4.4 Million Gross Proceeds MIAMI, June 17, 2024 (GLOBE NEWSWIRE) - Longeveron Inc. (NASDAQ: LGVN) (“Longeveron” or the “Company”), a clinical stage regenerative medicine biotechnology company developing cellular therapies for rare, life-threatening and chronic aging-related conditions, today announced that it has entered into definitive a |
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May 22, 2024 |
4,967,470 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-278995 PROSPECTUS 4,967,470 Shares of Class A Common Stock This prospectus relates to the re-sale or other disposition from time to time by certain selling stockholders identified herein (each, a “Selling Stockholder” and, together, the “Selling Stockholders”) or their pledgees, assignees, distributees and successors-in-interest, from time to t |
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May 21, 2024 |
As filed with the Securities and Exchange Commission on May 21, 2024 As filed with the Securities and Exchange Commission on May 21, 2024 Registration No. |
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May 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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May 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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May 17, 2024 |
LONGEVERON INC. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136 LONGEVERON INC. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136 May 17, 2024 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance, Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Tyler Howes Re: Longeveron Inc. Registration Statement on Form S-1 Filed April 30, 2024 File No. 333-278995 Request for Acceleration of Ef |
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May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-40060 Longeveron Inc. (E |
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May 10, 2024 |
Longeveron Announces Board of Directors Planned Transitions Exhibit 99.1 Longeveron Announces Board of Directors Planned Transitions ● Richard Kender, retired SVP of Business Development and Corporate Licensing for Merck & Co., Inc., has been appointed to the Longeveron Board ● Dr. Roger Hajjar, former head of R&D at Ring Therapeutics, has been nominated as a candidate for the Board, subject to election at the Company’s Annual Meeting of Stockholders ● Neh |
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May 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2024 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File Number |
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April 30, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Longeveron Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Maximum Aggregate Offering Price (3) Fee Rate Amount of Registration Fee Newly Registered Securities Fe |
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April 30, 2024 |
As filed with the Securities and Exchange Commission on April 29, 2024 As filed with the Securities and Exchange Commission on April 29, 2024 Registration No. |
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April 18, 2024 |
Exhibit 99.2 Longeveron Raises a Total of $11.4 Million in Gross Proceeds from Warrant Exercise Offering and Public Offering MIAMI, April 18, 2024 (GLOBE NEWSWIRE) - Longeveron Inc. (NASDAQ: LGVN) (“Longeveron” or the “Company”), a clinical stage biotechnology company developing cellular therapies for life-threatening and chronic aging-related conditions such as hypoplastic left heart syndrome (HL |
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April 18, 2024 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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April 18, 2024 |
Longeveron Announces Exercise of Warrants for $6.2 Million Gross Proceeds Exhibit 99.1 Longeveron Announces Exercise of Warrants for $6.2 Million Gross Proceeds MIAMI, April 17, 2024 (GLOBE NEWSWIRE) - Longeveron Inc. (NASDAQ: LGVN) (“Longeveron” or the “Company”), a clinical stage biotechnology company developing cellular therapies for life-threatening and chronic aging-related conditions such as hypoplastic left heart syndrome (HLHS), Alzheimer’s disease and Aging-rel |
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April 18, 2024 |
Exhibit 10.1 LONGEVERON INC. April 16, 2024 Holder of Warrants Issued in [October 2023]1 and April 2024 Re: Inducement Offer to Exercise Warrants Issued in [October 2023 and] April 2024 Dear Holder: Longeveron Inc. (the “Company”) is pleased to offer to you (“Holder”, “you” or similar terminology) the opportunity to receive new warrants to purchase shares of the Company’s Class A common stock, par |
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April 18, 2024 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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April 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2024 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File Num |
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April 17, 2024 |
145,020 Shares of Class A Common Stock PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-276745 145,020 Shares of Class A Common Stock This prospectus relates to the re-sale or other disposition from time to time by certain selling stockholders identified herein (each, a “Selling Stockholder” and, together, the “Selling Stockholders”) or their pledgees, assignees, distributees and successors-in-interest, from time to tim |
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April 17, 2024 |
EX-99.1 2 ea020404601ex99-1long.htm JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agre |
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April 17, 2024 |
LGVN / Longeveron Inc. / INTRACOASTAL CAPITAL, LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Longeveron Inc. (Name of Issuer) Class A common stock, par value $0.001 per share (Title of Class of Securities) 54303L104 (CUSIP Number) April 8, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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April 16, 2024 |
LONGEVERON INC. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136 LONGEVERON INC. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136 April 16, 2024 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Tamika Sheppard Re: Longeveron Inc. Registration Statement on Form S-1 Filed January 29, 2024 File No. 333-276745 Request for Acceleration of Effectiveness Dear |
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April 16, 2024 |
As filed with the Securities and Exchange Commission on April 16, 2024 As filed with the Securities and Exchange Commission on April 16, 2024 Registration No. |
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April 15, 2024 |
LGVN / Longeveron Inc. / Hare Joshua - AMENDMENT NO. 3 TO SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Longeveron Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 54303L104 (CUSIP Number) Joshua M. Hare, M.D. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136 Telephone: (305) 909-0840 Copies to: Paul Le |
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April 11, 2024 |
Exhibit 4.2 CLASS A COMMON STOCK PURCHASE WARRANT LONGEVERON INC. Warrant Shares: Issue Date: April 10, 2024 Initial Exercise Date: April 10, 2024 THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on |
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April 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2024 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File Numb |
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April 11, 2024 |
Longeveron Announces Pricing of $5.25 Million Public Offering Exhibit 99.1 Longeveron Announces Pricing of $5.25 Million Public Offering 04/08/2024 MIAMI, April 08, 2024 (GLOBE NEWSWIRE) - Longeveron Inc. (NASDAQ: LGVN) (“Longeveron” or “Company”), a clinical stage biotechnology company developing cellular therapies for life-threatening and chronic aging-related conditions such as hypoplastic left heart syndrome (HLHS), Alzheimer’s disease and Aging-related |
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April 11, 2024 |
Exhibit 10.2 April 8, 2024 Holder of Warrants to Purchase Common Stock issued in October 2023 Re: Amendment to Existing Warrant Dear Holder: Reference is hereby made to the concurrent public offering on or about the date hereof (the “Offering”) by Longeveron Inc. (the “Company”) of its securities (collectively, the “Securities”). This letter confirms that, in consideration for the Holder’s partici |
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April 11, 2024 |
Longeveron Announces Closing of $5.2 Million Public Offering Exhibit 99.2 Longeveron Announces Closing of $5.2 Million Public Offering MIAMI, April 11, 2024 (GLOBE NEWSWIRE) - Longeveron Inc. (NASDAQ: LGVN) (“Longeveron” or the “Company”), a clinical stage biotechnology company developing cellular therapies for life-threatening and chronic aging-related conditions such as hypoplastic left heart syndrome (HLHS), Alzheimer’s disease and Aging-related Frailty, |
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April 11, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April 8, 2024, between LONGEVERON INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fort |
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April 11, 2024 |
Exhibit 4.1 PRE-FUNDED CLASS A COMMON STOCK PURCHASE WARRANT Longeveron Inc. Warrant Shares: Issue Date: April 10, 2024 Initial Exercise Date: April 10, 2024 THIS PRE-FUNDED CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set |
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April 11, 2024 |
Exhibit 4.3 PLACEMENT AGENT CLASS A COMMON STOCK PURCHASE WARRANT LONGEVERON INC. Warrant Shares: Issue Date: April 10, 2024 Initial Exercise Date: April 10, 2024 THIS PLACEMENT AGENT CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions herein |
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April 10, 2024 |
PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-278073 Longeveron Inc. 661,149 Shares of Class A common stock 2,234,043 Class A Common Warrants to Purchase 2,234,043 Shares of Class A common stock 1,572,894 Pre-Funded Warrants to Purchase 1,572,894 Shares of Class A common stock 156,383 Placement Agent Warrants to Purchase 156,383 Shares of Class A common stock 3,963,320 Shares of |
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April 10, 2024 |
Longeveron Inc. 501,821 Shares of Class A Common Stock PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated December 6, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-275578 Longeveron Inc. 501,821 Shares of Class A Common Stock This prospectus supplement updates, amends and supplements the prospectus dated December 6, 2023 (the “Original Prospectus”), contained in our Registration Statement on Form S-1, effective as of November 21, 2023 (Reg |
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April 8, 2024 |
April 8, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: Longeveron Inc. Registration Statement on Form S-1 (Registration No. 333-278073), as amended - Concurrence in Acceleration Request Ladies and Gentlemen: H.C. Wainwright & Co., LLC (“Wainwright”), solely acting as placement agent on a best efforts basis in an offering pursuant to t |
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April 8, 2024 |
ISSUER FREE-WRITING PROSPECTUS Filed Pursuant to Rule 433 Relating to Prospectus dated April 3, 2024 Registration Statement No. |
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April 8, 2024 |
LONGEVERON INC. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136 LONGEVERON INC. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136 April 8, 2024 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Tamika Sheppard Re: Longeveron Inc. Registration Statement on Form S-1 File No. 333-278073 Request for Acceleration of Effectiveness Dear Ms. Sheppard: In accorda |
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April 5, 2024 |
As filed with the Securities and Exchange Commission on April 5, 2024. As filed with the Securities and Exchange Commission on April 5, 2024. Registration No. 333-278073 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 2834 47-2174146 (State or other jurisdiction of incorporation or |
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April 3, 2024 |
Form of Placement Agent Warrant Exhibit 4.13 PLACEMENT AGENT CLASS A COMMON STOCK PURCHASE WARRANT LONGEVERON INC. Warrant Shares: Issue Date: , 2024 Initial Exercise Date: , 2024 THIS PLACEMENT AGENT CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth |
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April 3, 2024 |
Form of Securities Purchase Agreement Exhibit 10.20 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [ ], 2024, between LONGEVERON INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth i |
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April 3, 2024 |
As filed with the Securities and Exchange Commission on April 3, 2024. As filed with the Securities and Exchange Commission on April 3, 2024. Registration No. 333-278073 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 2834 47-2174146 (State or other jurisdiction of incorporation or |
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April 3, 2024 |
Exhibit 4.12 CLASS A COMMON STOCK PURCHASE WARRANT LONGEVERON INC. Warrant Shares: Issue Date: , 2024 Initial Exercise Date: , 2024 THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the da |
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April 3, 2024 |
Exhibit 4.11 PRE-FUNDED CLASS A COMMON STOCK PURCHASE WARRANT Longeveron Inc. Warrant Shares: Issue Date:, 2024 Initial Exercise Date: , 2024 THIS PRE-FUNDED CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any ti |
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March 19, 2024 |
As filed with the Securities and Exchange Commission on March 19, 2024. As filed with the Securities and Exchange Commission on March 19, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 2834 47-2174146 (State or other jurisdiction of incorporation or organization) (Primary S |
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March 19, 2024 |
Exhibit 3.1(a) CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF LONGEVERON INC. Longeveron Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. Pursuant to Section 242 of the DGCL, this Certificate of Amendment to the Certificate of Incorporation (this “Certifi |
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March 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2024 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File Num |
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March 19, 2024 |
Longeveron Announces 1-for-10 Reverse Stock Split Exhibit 99.1 Longeveron Announces 1-for-10 Reverse Stock Split MIAMI, FL, March 19, 2024 (GLOBE NEWSWIRE) – Longeveron Inc. (NASDAQ: LGVN) (“Longeveron” or “Company”), a clinical stage biotechnology company developing regenerative medicines for unmet medical needs, announced today that the Company’s Board of Directors has approved a 1-for-10 reverse split of the Company’s Class A common stock, par |
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March 19, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Longeveron Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee(1) Newly Registered Securities Fees to |
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March 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001- |
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March 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2024 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File Numb |
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March 1, 2024 |
Longeveron Inc. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136 February 29, 2024 Longeveron Inc. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136 February 29, 2024 Division of Corporation Finance Office of Life Sciences U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Attn: Tamika Sheppard Alan Campbell Re: Longeveron Inc. Registration Statement on Form S-1 Filed January 29, 2024 File No. 333-276745 Dear Ms. Sheppard and Mr. Campbell: We are w |
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February 27, 2024 |
Exhibit 10.5.1 EXHIBIT A SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (“Agreement”) is between Longeveron Inc. (“Company”) and James Clavijo (“Executive or Mr. Clavijo”), together the “Parties.” WHEREAS, Executive’s employment terminates on June 9, 2023 (“Termination Date”); WHEREAS, the Company is willing to pay Executive certain severance in exchange for |
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February 27, 2024 |
Exhibit 10.13.1 EXHIBIT A SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (“Agreement”) is between Longeveron, Inc. (“Company”) and Dr. K. Christopher Min (“Executive”), together the “Parties.” WHEREAS, Executive’s employment terminates on March 31, 2023 (“Termination Date”); WHEREAS, the Company is willing to pay Executive certain severance in exchange for a |
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February 27, 2024 |
Exhibit 10.15 EM PIFO Y SI EN"F AG REE4JEN"F ThÎs Ernplr›yrnent Agi'ccrncnt (this “A areement” ) is cntcrcd by and bct v'ccn L oiiii ci erou . lnc . , a Dc 1 aivai‘c liinitcd liability conipany ivit h o lTiccs located ai 1951 NW 7 " A› c . Stc . 5 ?t 1 , M i imii . F loi'ida 33 . 136 (the “Company”), and Paul Lchr . an individiial iv iih a lcgal addi cs s o 1 . 4 . 707 North Bay Road, Miami Beach, |
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February 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40060 LONGEVERON INC |
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February 27, 2024 |
Exhibit 10.16 July 14, 2023 Dear Lisa: This letter agreement (this “Agreement”) sets forth the terms and conditions of your (referred to as “you” or “your” or “executive”) employment with Longeveron Inc. (the “Company”), which shall be effective as of July 31, 2023 (the “Effective Date”). This Agreement will govern your employment with the Company following the Effective Date on the following term |
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February 27, 2024 |
Exhibit 10.17 June 21, 2023 Dear Nataliya: This letter agreement (this “Agreement”) sets forth the terms and conditions of your (referred to as “you” or “your” or “executive”) employment with Longeveron Inc. (the “Company”), which shall be effective as of July 24, 2023 (the “Effective Date”). This Agreement will govern your employment with the Company following the Effective Date on the following |
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February 27, 2024 |
Policy Relating to Recovery of Erroneously Awarded Compensation Exhibit 97.1 Longeveron Inc. Policy for the Recovery of Erroneously Awarded Compensation A. OVERVIEW In accordance with the applicable rules of The Nasdaq Stock Market (“Nasdaq”), Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of Longeveron Inc. (the “Company”) has adopted this Policy (the “Pol |
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February 27, 2024 |
Exhibit 4.2 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the common stock of Longeveron Inc. (referred to as “the Company”, “we”, “us” and “our” unless specified otherwise) is based upon relevant provisions of the Company’s Certificate of Incorporation (the “Certificate of Incorporation”), the Company’s |
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February 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2024 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File |
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February 14, 2024 |
LGVN / Longeveron Inc. / ARMISTICE CAPITAL, LLC Passive Investment SC 13G 1 armistice-lgvn123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Longeveron Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 54303L104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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February 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive |
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January 29, 2024 |
As filed with the Securities and Exchange Commission on January 29, 2024 As filed with the Securities and Exchange Commission on January 29, 2024 Registration Statement No. |
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January 29, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Longeveron Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Maximum Aggregate Offering Price (3) Fee Rate Amount of Registration Fee Newly Registered Securities Fe |
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January 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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December 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 26, 2023 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File |
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December 22, 2023 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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December 22, 2023 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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December 22, 2023 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 20, 2023, between LONGEVERON INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set |
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December 22, 2023 |
Exhibit 99.1 UPDATE - Longeveron Announces $2.36 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules December 21, 2023 MIAMI, Dec. 21, 2023 (GLOBE NEWSWIRE) - Longeveron Inc. (NASDAQ: LGVN) (“Longeveron” or “Company”), a clinical stage biotechnology company developing cellular therapies for life-threatening and chronic aging-related conditions such as hypoplastic left heart |
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December 22, 2023 |
1,355,301 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-264142 PROSPECTUS SUPPLEMENT (To Prospectus dated April 14, 2022) 1,355,301 Shares of Class A Common Stock We are offering 1,355,301 shares of our Class A Common Stock, par value $0.001 per share (“Common Stock”), directly to an institutional investor pursuant to this prospectus supplement and the accompanying prospectus. The purchase |
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December 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2023 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File |
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December 18, 2023 |
LGVN / Longeveron Inc. / Hare Joshua - AMENDMENT NO. 2 TO SCHEDULE 13D Activist Investment SC 13D/A 1 ea190154-13da2harelongever.htm AMENDMENT NO. 2 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Longeveron Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 54303L104 (CUSIP Number) Joshua M. Hare, M.D. 1951 NW 7th Avenue, S |
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December 6, 2023 |
5,018,183 Shares of Class A Common Stock Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-275578 5,018,183 Shares of Class A Common Stock This prospectus relates to the re-sale or other disposition from time to time by certain selling stockholders identified herein (each, a “Selling Stockholder” and, together, the “Selling Stockholders”) or their pledgees, assignees, distributees and successors-in-interest, from time to ti |
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November 17, 2023 |
LONGEVERON INC. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136 LONGEVERON INC. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136 November 17, 2023 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Joshua Gorsky Re: Longeveron Inc. Registration Statement on Form S-1 Filed November 15, 2023 File No. 333-275578 Request for Acceleration of Effectiveness Dea |
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November 15, 2023 |
As filed with the Securities and Exchange Commission on November 15, 2023. As filed with the Securities and Exchange Commission on November 15, 2023. Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 2834 47-2174146 (State or Other Jurisdiction of Incorporation or Organizatio |
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November 15, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Longeveron Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Maximum Aggregate Offering Price (3) Fee Rate Amount of Registration Fee Newly Registered Securities Fe |
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November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive |
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November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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November 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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October 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2023 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File N |
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October 13, 2023 |
Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT Longeveron Inc. Warrant Shares: Issue Date:, 2023 Initial Exercise Date: , 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after th |
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October 13, 2023 |
Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-264142 PROSPECTUS SUPPLEMENT (To Prospectus dated April 14, 2022) 2,365,000 Shares of Class A Common Stock Pre-Funded Warrants to Purchase up to 59,243 Shares of Class A Common Stock (and the shares of Class A Common Stock underlying the Pre-Funded Warrants) We are offering 2,365,000 shares of our Class A Common Stock, par value $0.00 |
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October 13, 2023 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 11, 2023, between LONGEVERON INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set f |
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October 13, 2023 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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October 13, 2023 |
Longeveron Announces $4 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules Exhibit 99.1 Longeveron Announces $4 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules MIAMI, October 12, 2023 (GLOBE NEWSWIRE) - Longeveron Inc. (NASDAQ: LGVN) (“Longeveron” or “Company”), a clinical stage biotechnology company developing cellular therapies for life-threatening and chronic aging-related conditions such as hypoplastic left heart syndrome (HLHS), Alzheimer’ |
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October 13, 2023 |
Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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October 5, 2023 |
Exhibit 99.1 Longeveron Announces Positive Top-Line Results for Lomecel-BTM in its CLEAR MIND Phase 2a Clinical Trial in the Treatment of Mild Alzheimer’s Disease Company to Hold Conference Call & Webcast Today, October 5 at 8:00am ET ● Primary Endpoint of Safety Met Across all Study Groups ● Statistical Significance Met for Secondary Endpoint Composite Alzheimer’s Disease Score (CADS) for Lomecel |
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October 5, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2023 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File Nu |
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October 5, 2023 |
Exhibit 99.2 Cell - Based Therapies 05 October 2023 CLEAR MIND Phase 2a Proof Of Concept Topline Results • Certain statements in this presentation that are not historical facts are forward - looking statements made pursuant to the safe h arbor provisions of the Private Securities Litigation Reform Act of 1995, which reflect management's current expectations, assumptions, and estim ate s of future |
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September 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2023 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File |
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August 18, 2023 |
Exhibit 1.1 DEALER-MANAGER AGREEMENT August 14, 2023 R.F. Lafferty & Co., Inc. As Dealer-Manager 40 Wall Street, 29th Floor New York, New York 10005 Ladies and Gentlemen: The following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be undertaken by Longeveron Inc., a Delaware corporation (the “Company”), pursuant to which the Company wil |
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August 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2023 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File Nu |
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August 16, 2023 |
Longeveron Rights Offering Declared Effective and Calendar Finalized Exhibit 99.1 Longeveron Rights Offering Declared Effective and Calendar Finalized MIAMI, August 16, 2023 (GLOBE NEWSWIRE) - Longeveron Inc. (NASDAQ: LGVN) (“Longeveron” or “Company”), a clinical stage biotechnology company developing cellular therapies for life-threatening and chronic aging-related conditions such as hypoplastic left heart syndrome (HLHS), Alzheimer’s disease and Aging-related Fra |
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August 16, 2023 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2023 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File Nu |
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August 14, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2023 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File Nu |
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August 14, 2023 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-272946 112,193,315 Transferable Subscription Rights to purchase shares of Class A common stock and up to 10,000,000 shares of Class A common stock at $3.00 per share issuable upon exercise of Subscription Rights or subsequent placement We are distributing to holders (such holders, including holders who may acquire rights by purchasing them from |
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August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 LONGEVERON INC. (Exact name of registrant as specified in its charter) Delaware 47-2174146 (State of incorporation or organization) (I.R.S. Employer Identification No.) 1951 NW 7th Avenue, Suite 52 |
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August 14, 2023 |
Longeveron Announces Pricing for Rights Offering and Expected Calendar Exhibit 99.1 Longeveron Announces Pricing for Rights Offering and Expected Calendar MIAMI, August 14, 2023 (GLOBE NEWSWIRE) - Longeveron Inc. (NASDAQ: LGVN) (“Longeveron” or “Company”), a clinical stage biotechnology company developing cellular therapies for life-threatening and chronic aging-related conditions such as hypoplastic left heart syndrome (HLHS), Alzheimer’s disease and Aging-related F |
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August 11, 2023 |
LONGEVERON INC. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136 LONGEVERON INC. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136 August 11, 2023 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Doris Stacey Gama Laura Crotty Re: Longeveron Inc. Registration Statement on Form S-1 File No. 333-272946 Request for Acceleration of Effectiveness Dear Ms. Gam |
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August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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August 11, 2023 |
As filed with the Securities and Exchange Commission on August 11, 2023. As filed with the Securities and Exchange Commission on August 11, 2023. Registration No. 333-272946 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 2834 47-2174146 (State or other jurisdiction of incorporation o |
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August 11, 2023 |
Exhibit 24.2 Power of Attorney Each person whose signature appears below constitutes and appoints Wa’el Hashad and Paul Lehr and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-1/A and any |
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July 28, 2023 |
Form of Letter to Clients of Nominee Holders Exhibit 99.5 THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN LONGEVERON INC.’S PROSPECTUS DATED , 2023 AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM OKAPI PARTNERS LLC, THE INFORMATION AGENT, BY CALLING (212) 297-0720 (BANKERS AND BROKERS) OR (844) 201-1170 (ALL OTHERS) OR BY EMAIL AT [email protected]. FORM OF LETTER TO CL |
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July 28, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Longeveron Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title (1) Fee Calculation Rule Amount Registered (4) Proposed Maximum Offering Price Per Share (4) Maximum Aggregate Offering Price(5) Fee Rate Amount of Registration Fee (2)(3) Newly Registered Se |
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July 28, 2023 |
Form of Nominee Holder Certification Exhibit 99.6 THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN LONGEVERON INC.’S PROSPECTUS DATED , 2023 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM OKAPI PARTNERS LLC, THE INFORMATION AGENT, BY CALLING (212) 297-0720 (BANKERS AND BROKERS) OR (844) 201-1170 (ALL OTHERS) OR BY EMAIL AT [email protected]. F |
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July 28, 2023 |
Form of Letter to Stockholders and Participating Warrant Holders Who Are Record Holders Exhibit 99.2 FORM OF LETTER TO STOCKHOLDERS AND PARTICIPATING WARRANT HOLDERS WHO ARE RECORD HOLDERS LONGEVERON INC. Transferable Subscription Rights to Purchase Shares of Class A Common Stock Pursuant to Subscription Rights Distributed to Stockholders and Holders of Participating Warrants of Longeveron Inc. , 2023 Dear Stockholder and/or Participating Warrant Holder: This letter is being distribu |
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July 28, 2023 |
Form of Transferable Subscription Rights Certificate Exhibit 4.2 Certain portions of this exhibit have been redacted in accordance with Item 601(a)(6) of Regulation S-K. This information is not material and disclosure of such information would constitute an unwarranted invasion of personal privacy. “[*]” indicates that information has been redacted. RIGHTS CERTIFICATE #: NUMBER OF RIGHTS: THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH |
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July 28, 2023 |
Form of Instructions as to Use of Transferable Subscription Rights Certificates Exhibit 99.1 Certain portions of this exhibit have been redacted in accordance with Item 601(a)(6) of Regulation S-K. This information is not material and disclosure of such information would constitute an unwarranted invasion of personal privacy. “[*]” indicates that information has been redacted. THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN LONGEVERON INC.’S PROSPECTUS DATED |
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July 28, 2023 |
Exhibit 24.2 Power of Attorney Each person whose signature appears below constitutes and appoints Wa’el Hashad and Paul Lehr and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-1/A and any |
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July 28, 2023 |
Form of Dealer-Manager Agreement with R.F. Lafferty & Co. Inc. Exhibit 1.1 DEALER-MANAGER AGREEMENT , 2023 R.F. Lafferty & Co., Inc. As Dealer-Manager 40 Wall Street, 29th Floor New York, New York 10005 Ladies and Gentlemen: The following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be undertaken by Longeveron Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distrib |
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July 28, 2023 |
Longeveron Inc. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136 July 28, 2023 Longeveron Inc. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136 July 28, 2023 Division of Corporate Finance Office of Life Sciences U.S. Securities and Exchange Commission Mail Stop 3720 100 F Street N.E. Washington, D.C. 20005 Attn: Doris Stacey Gama Laura Crotty Re: Longeveron Inc. Registration Statement on Form S-1 Filed June 27, 2023 File No. 333-272946 Dear Ms. Gama and Ms. Crotty: We are |
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July 28, 2023 |
As filed with the Securities and Exchange Commission on July 28, 2023. As filed with the Securities and Exchange Commission on July 28, 2023. Registration No. 333-272946 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 2834 47-2174146 (State or other jurisdiction of incorporation or |
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July 28, 2023 |
Form of Notice of Guaranteed Delivery Exhibit 99.7 THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN LONGEVERON INC.’S PROSPECTUS DATED , 2023 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM OKAPI PARTNERS LLC, THE INFORMATION AGENT, BY CALLING (212) 297-0720 (BANKERS AND BROKERS) OR (844) 201-1170 (ALL OTHERS) OR BY EMAIL AT [email protected]. F |
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July 28, 2023 |
Form of Beneficial Owner Election Form Exhibit 99.3 FORM OF BENEFICIAL OWNER ELECTION FORM LONGEVERON INC. The undersigned, the beneficial owner(s) of shares of Class A common stock, par value $0.001 per share, Class B common stock, par value $0.001 per share (collectively, the “common stock”), or warrants exercisable for shares of Class A common stock (the “participating warrants”), of Longeveron Inc., a Delaware corporation (the “Com |
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July 28, 2023 |
Form of Letter to Brokers, Dealers, Banks and Other Nominee Holders Exhibit 99.4 THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN LONGEVERON INC.’S PROSPECTUS DATED , 2023 AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM OKAPI PARTNERS LLC, THE INFORMATION AGENT, BY CALLING (212) 297-0720 (BANKERS AND BROKERS) OR (844) 201-1170 (ALL OTHERS) OR BY EMAIL AT [email protected]. FORM OF LETTER TO BR |
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July 20, 2023 |
Longeveron Appoints Lisa Locklear as Chief Financial Officer Exhibit 99.1 Longeveron Appoints Lisa Locklear as Chief Financial Officer MIAMI, FL, July 20, 2023 (GLOBE NEWSWIRE) - Longeveron Inc. (NASDAQ: LGVN) (“Longeveron” or “Company”), a clinical stage biotechnology company developing cellular therapies for life-threatening and chronic aging-related conditions, announced today the appointment of Lisa Locklear as Executive Vice President and Chief Financi |
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July 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2023 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File Numb |
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July 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2023 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File Numb |
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June 27, 2023 |
As filed with the Securities and Exchange Commission on June 27, 2023. As filed with the Securities and Exchange Commission on June 27, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 2834 47-2174146 (State or other jurisdiction of incorporation or organization) (Primary St |
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June 27, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Longeveron Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title (1) Fee Calculation Rule Amount Registered (3) Proposed Maximum Offering Price Per Share (3) Maximum Aggregate Offering Price(4) Fee Rate Amount of Registration Fee (2) Newly Registered Secur |
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June 26, 2023 |
As filed with the Securities and Exchange Commission on June 26, 2023 As filed with the Securities and Exchange Commission on June 26, 2023 Registration No. |
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June 26, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Longeveron Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Maximum Aggregate Offering Price(4) Fee Rate Amount of Registration Fee (2) Equity Class A common stock |
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June 23, 2023 |
Exhibit 99.1 Cell - Based Therapies A Regenerative Medicine Company May 2023 2 Forward Looking Statements Certain statements in this press release that are not historical facts are forward - looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 , which reflect management's current expectations, assumptions, and estimates of future op |
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June 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2023 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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June 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2023 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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June 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2023 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File Numbe |
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May 12, 2023 |
Exhibit 99.1 Longeveron Inc. Provides Corporate Update and Reports First Quarter 2023 Financial Results - New long-term survival data disclosed from ELPIS I trial of Lomecel-BTM for Hypoplastic Left Heart Syndrome; Data reinforce potential mortality benefit - - First patient dosed in Phase 2 clinical trial of Lomecel-BTM for Aging-Related Frailty in Japan - - Conference call scheduled for 8:30 a.m |
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May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 12, 2023 Commission File No. 001-40060 Longeveron Inc. (Exact name of small business issuer as specified in its charter) Delaware 47-2174146 (State or other jurisdiction of incorp |
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May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-40060 Longeveron Inc. (E |
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April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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April 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2023 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File Numb |
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March 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40060 LONGEVERON INC |
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March 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 10, 2023 Commission File No. 001-40060 Longeveron Inc. (Exact name of small business issuer as specified in its charter) Delaware 47-2174146 (State or other jurisdiction of inco |
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March 10, 2023 |
Exhibit 99.1 Longeveron Inc. Provides Corporate Update and Reports Fourth Quarter and Full Year 2022 Financial Results - Full results from ELPIS I trial published in European Heart Journal Open – - First patient to be randomized in Japan Aging-Related Phase 2 study in Q1 – - Conference call scheduled for 8:30 a.m. ET today - Miami, Florida –March 10, 2023— Longeveron Inc. (NASDAQ: LGVN) (“Longever |
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February 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2023 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or Other Jurisdiction of Incorporation) (Commission File |
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February 28, 2023 |
Exhibit 10.1 [LONGEVERON LETTERHEAD] February 22, 2023 Dear Wa’el: This letter agreement (this “Agreement”) sets forth the terms and conditions of your employment with Longeveron Inc. (the “Company”), which shall be effective as of March 1, 2023 (the “Effective Date”). This Agreement will govern your employment with the Company following the Effective Date on the following terms and conditions: 1. |
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February 28, 2023 |
Exhibit 99.1 Longeveron Appoints Wa’el Hashad as Chief Executive Officer Hashad is a former executive at Avanir, Amgen, Boehringer Ingelheim, Eli Lilly, and early-stage biotechnology companies Global leader brings over 35 years of experience with focus on drug approval and commercialization, mergers and acquisitions, and business development Miami, Florida – February 28, 2023— Longeveron Inc. (NAS |
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January 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2023 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or Other Jurisdiction of Incorporation) (Commission File N |
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January 6, 2023 |
Exhibit 99.1 Longeveron Provides Corporate Update and Announces 2023 Strategic Priorities and Anticipated Milestones – Expects to enroll first patient in Phase 2 clinical trial of Lomecel-B™ for Aging-Related Frailty in Japan in 1Q23 – – Extended cash runway into 2H24 – Miami, Florida – January 6, 2023— Longeveron Inc. (NASDAQ: LGVN) (“Longeveron” or “Company”), a clinical stage biotechnology comp |
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January 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2023 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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November 14, 2022 |
Exhibit 99.1 Longeveron Inc. Provides Corporate Update and Reports Third Quarter 2022 Financial Results - Achieved key clinical and regulatory milestones across clinical pipeline, including the completion of enrollment in Longeveron’s Phase 2a trial for Alzheimer’s Disease - –Conference call scheduled for 8:30 a.m. ET today– Miami, Florida – November 14, 2022— Longeveron Inc. (NASDAQ: LGVN) (“Long |
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November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 14, 2022 Commission File No. 001-40060 Longeveron Inc. (Exact name of small business issuer as specified in its charter) Delaware 47-2174146 (State or other jurisdiction of i |
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November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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November 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2022 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or Other Jurisdiction of Incorporation) (Commission File N |
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September 1, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 31, 2022 Commission File No. 001-40060 Longeveron Inc. (Exact name of small business issuer as specified in its charter) Delaware 47-2174146 (State or other jurisdiction of inc |
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September 1, 2022 |
Exhibit 99.1 U.S. Food and Drug Administration (FDA) Grants Fast Track Designation for Longeveron?s Lomecel-B? Product for Treatment of Hypoplastic Left Heart Syndrome (HLHS) in Infants New designation may expedite FDA review and potential approval to address this life-threatening heart condition affecting approximately 1,000 babies per year Miami, Florida?August 31, 2022? Longeveron Inc. (NASDAQ: |
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August 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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August 12, 2022 |
Exhibit 99.1 Longeveron Inc. Provides Corporate Update and Reports Second Quarter 2022 Financial Results ?Longeveron?s Phase 2a trial of Lomecel-B for patients with mild Alzheimer?s Disease proceeding on schedule, currently at 50% enrollment ? Japanese Pharmaceuticals and Medical Devices Agency Accepts Amended Aging Frailty study design August 8, 2022, allowing the trial to begin ? Top-line findin |
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August 12, 2022 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 12, 2022 Commission File No. 001-40060 Longeveron Inc. (Exact name of small business issuer as specified in its charter) Delaware 47-2174146 (State or other jurisdiction of inc |
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June 27, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2022 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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June 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2022 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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May 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Longeveron Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 54303L104 (CUSIP Number) Donald M. Soffer 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136 Telephone: (305) 909-0840 Copies to: Paul Lehr L |
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May 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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May 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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May 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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May 13, 2022 |
Exhibit 99.1 Longeveron Inc. Provides Corporate Update and Reports First Quarter 2022 Financial Results ?Conference call scheduled for 8:30 a.m. ET today? Miami, Florida - May 13, 2022? Longeveron Inc. (NASDAQ: LGVN) (?Longeveron? or ?Company?), a clinical stage biotechnology company developing cellular therapies for chronic aging-related and life-threatening conditions, today provided a business |
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May 13, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 13, 2022 Commission File No. 001-40060 Longeveron Inc. (Exact name of small business issuer as specified in its charter) Delaware 47-2174146 (State or other jurisdiction of incorp |
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May 9, 2022 |
Exhibit 99.1 Longeveron Announces CEO Transition -Geoff Green stepping down as CEO, effective June 1, 2022 -K. Chris Min, M.D., Ph.D., current Chief Medical Officer, appointed Interim CEO -Nationwide search is underway for permanent CEO Miami, FL ? May 9, 2022 ? Longeveron Inc. (NASDAQ: LGVN) (?Longeveron? or ?Company?) announced today the resignation of Chief Executive Officer (CEO) Geoff Green, |
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May 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2022 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File Number |
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April 12, 2022 |
LONGEVERON INC. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136 LONGEVERON INC. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136 April 12, 2022 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Michael Davis Christine Westbrook Re: Acceleration Request of Longeveron Inc. Registration Statement on Form S-3, Filed April 5, 2022 File No. 333-264142 Ladies |
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April 5, 2022 |
Exhibit 99.1 Longeveron Expands Executive Leadership Team; Appoints K. Chris Min, M.D., Ph.D. as Chief Medical Officer Dr. Min will lead global clinical development and regulatory strategy Miami, Florida ? April 05, 2022 - Longeveron Inc. (NASDAQ: LGVN) (?Longeveron? or ?Company?), a clinical stage biotechnology company developing cellular therapies for chronic, aging-related and other specific li |
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April 5, 2022 |
Filing Fee Table, filed herewith Exhibit 107 Calculation of Filing Fees Table Form S-3 (Form Type) Longeveron Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee (8) Carry Forward For |