Longeveron Inc. 8-K

What Happened

• Longeveron Inc. announced a Purchase Agreement dated March 10, 2026 and an Initial Closing on March 11, 2026 of a private placement that raised approximately $15.9 million (gross). At the Initial Closing the company sold 6,013,384 shares of Class A common stock at $0.52 per share and 11,873.04 shares of Series A Non‑Voting Convertible Preferred Stock with a stated value of $1,000 per preferred share. Each Preferred Share is immediately convertible into common stock at the $0.52 share price (aggregate convertible into 22,832,770 common shares). The investors also received an interest in 50% of net proceeds (after fees) from any Rare Pediatric Disease Priority Review Voucher (PRV) the company may receive in connection with its laromestrocel program for Hypoplastic Left Heart Syndrome (HLHS).

Key Details

• Initial closing (March 11, 2026) gross proceeds: ~ $15.9 million.
• Securities issued: 6,013,384 common shares at $0.52; 11,873.04 Series A preferred (convertible into 22,832,770 common shares).
• Placement agent: H.C. Wainwright; fees = 7% cash + 1% management fee; placement agent warrants to purchase up to 2,019,231 common shares at $0.65 (5‑year term, exercisable immediately).
• Second Closing: contingent on (a) a Phase 2b HLHS milestone (statistically significant primary endpoint as agreed with FDA) and (b) a price threshold (VWAP ≥ $1.85 with ≥25M aggregate trading volume measured over any 10 consecutive trading days in a measurement period); would raise ~ $15.0M (gross) if completed.
• Other terms: company must file registration statements for resale of the registrable securities within 30 days of each closing and faces liquidated damages (1% per 30 days) if those filings are delayed; issuance restrictions for 90 days after the Initial Closing and limits on ATM sales below $0.80 for an additional 90 days without investor consent.
• Shares outstanding after Initial Closing: 29,281,138; pro forma (full conversion of preferred + assumed warrant exercise): ~54,133,139.

Why It Matters

• The financing provides near‑term cash to fund laromestrocel clinical and regulatory development and general operations, with the company saying existing cash (excluding any Second Closing proceeds) is expected to fund operations into Q4 2026.
• If investors convert preferred shares and exercise warrants, dilution could be substantial (pro forma share count roughly doubles). The Second Closing could bring another ~$15M but is conditional on a clinical milestone and a market price/volume threshold.
• Investors should note the 50% right to future PRV proceeds granted to the new investors reduces the company’s sole economic benefit from any future voucher tied to the HLHS program, and the registration and resale rights make the securities more liquid for the investors.