Longeveron Inc. Announces Pricing of a $20.5 Million Private Placement
December 01 2021 - 3:16AM
Longeveron Inc. (NASDAQ: LGVN) ("Longeveron" or "Company"), a
clinical stage biotechnology company developing cellular therapies
for chronic aging-related and life-threatening conditions, today
announced that it entered into a securities purchase agreement with
certain institutional investors to purchase approximately $20.5
million worth of its common stock and warrants in a private
placement.
Under the terms of the securities purchase
agreement, the Company has agreed to sell approximately 1.17
million shares of its common stock and warrants to purchase 1.17
million shares of common stock. The warrants will be exercisable
immediately upon the date of issuance and have an exercise price of
$17.50 per share. The warrants will expire five years from the date
of issuance. The purchase price for one share of common stock and
one corresponding warrant will be $17.50. The gross proceeds to the
Company from the private placement are estimated to be
approximately $20.5 million before deducting the placement agent's
fees and other estimated offering expenses. The offering is
expected to close on or about December 3, 2021, subject to the
satisfaction of customary closing conditions.
Longeveron intends to use the net proceeds from
the private placement to support the ongoing clinical development
of Lomecel-B, the Company’s lead investigational product, which is
currently being evaluated as a potential therapeutic for
Hypoplastic Left Heart Syndrome, Aging Frailty Alzheimer’s Disease
and other diseases. In addition, the Company plans to use the
proceeds to fund additional research and development, product
development, and for general and administrative purposes.
EF Hutton, division of Benchmark Investments,
LLC, is acting as exclusive placement agent for the offering.
The shares of common stock and warrants
described above have not been registered under the Securities Act
of 1933, as amended, and may not be offered or sold in the United
States absent registration with the Securities and Exchange
Commission (SEC) or an applicable exemption from such registration
requirements. The securities were offered only to accredited
investors. Pursuant to a registration rights agreement with the
investors, the Company has agreed to file one or more registration
statements with the SEC covering the resale of the shares of common
stock and the shares issuable upon exercise of the warrants.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any of the
securities described herein, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About Longeveron Inc.
Longeveron is a clinical stage biotechnology
company developing cellular therapies for specific aging-related
and life-threatening conditions. The Company’s lead investigational
product is the LOMECEL-B™ cell-based therapy product (“Lomecel-B”),
which is derived from culture-expanded medicinal signaling cells
(MSCs) that are sourced from bone marrow of young, healthy adult
donors. Longeveron believes that by using the same cells that
promote tissue repair, organ maintenance, and immune system
function, it can develop safe and effective therapies for some of
the most difficult disorders associated with the aging process and
other medical disorders. Longeveron is currently sponsoring Phase 1
and 2 clinical trials in the following indications: Aging Frailty,
Alzheimer’s disease, the Metabolic Syndrome, Acute Respiratory
Distress Syndrome (ARDS), and hypoplastic left heart syndrome
(HLHS). The Company’s mission is to advance Lomecel-B and other
cell-based product candidates into pivotal Phase 3 trials, with the
goal of achieving regulatory approvals, subsequent
commercialization and broad use by the healthcare community.
Additional information about the Company is available at
www.longeveron.com.
Cautionary Note Regarding
Forward-Looking Statements
Certain statements in this press release that
are not historical facts are forward-looking statements that
reflect management's current expectations, assumptions, and
estimates of future performance and economic conditions, and
involve risks and uncertainties that could cause actual results to
differ materially from those anticipated by the statements made
herein. Forward-looking statements are generally identifiable by
the use of forward-looking terminology such as "believe,"
"expects," "may," "looks to," "will," "should," "plan," "intend,"
"on condition," "target," "see," "potential," "estimates,"
"preliminary," or "anticipates" or the negative thereof or
comparable terminology, or by discussion of strategy or goals or
other future events, circumstances, or effects. Moreover,
forward-looking statements in this release include, but are not
limited to, anticipated timing of completion of the Offering,
statements about the ability of our clinical trials to demonstrate
safety and efficacy of our product candidates, and other positive
results, including achievement of primary endpoints; the timing and
focus of our ongoing and future preclinical studies and clinical
trials; the size of the market opportunity for our product
candidates, the beneficial characteristics, safety, efficacy and
therapeutic effects of our product candidates; our ability to
obtain and maintain regulatory approval of our product candidates,
our plans and ability to obtain or protect intellectual property
rights, including extensions of existing patent terms where
available and our ability to avoid infringing the intellectual
property rights of others. Further information relating to factors
that may impact the Company's results and forward-looking
statements are disclosed in the Company's filings with the
Securities and Exchange Commission, including our Quarterly Report
on Form 10-Q for the period ended September 30, 2021. The
forward-looking statements contained in this press release are made
as of the date of this press release, and the Company disclaims any
intention or obligation, other than imposed by law, to update or
revise any forward-looking statements, whether as a result of new
information, future events, or otherwise.
Investor Relations:
Brendan PayneStern Investor RelationsTel: (212) 362-1200Email:
Brendan.payne@sternir.com
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