Longeveron Inc 8-K, filed Mar 15, 2021
Longeveron Inc. (LGVN)
About this 8-K
Longeveron Inc filed this 8-K on March 15, 2021.
Items reported
- Item 8.01: Other events
- Item 9.01: 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 15, 2021
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) | (IRS
Employer Identification No.) |
1951 NW 7th Avenue, Suite 520, Miami, Florida 33136
(Address of Principal Executive Offices)
Registrant’s Telephone Number, Including Area Code: (305) 909-0840
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
| Class A Common Stock, $0.001 par value per share | LGVN | NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging Growth Company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other.
On February 17, 2021, Longeveron Inc. (the “Company”) consummated its initial public offering (“IPO”) of 2,660,000 shares of Class A Common Stock (the “Common Stock”) for a price of $10.00 per share, less certain underwriting discounts and commissions. Pursuant to the terms of that certain Underwriting Agreement, dated as of February 11, 2021, by and between the Company and Kingswood Capital Markets, division of Benchmark Investments, Inc., as representative of the underwriters named therein (the “Underwriters”), the Company granted the Underwriters a 30-day option to purchase up to 399,000 additional shares of its Common Stock on the same terms and conditions for the purpose of covering any over-allotments.
Subsequently, the underwriters exercised in part the over-allotment option, and on March 15, 2021, the Company closed on the sale of an additional 250,000 shares of Common Stock for a price of $10.00 per share, less a 7.0% underwriting commission. The exercise of the over-allotment option brings the total number of shares of Common Stock sold by the Company in connection with the IPO to 2,910,000 shares and the total net proceeds received in connection with the offering to approximately $27 million, after deducting underwriting discounts and estimated offering expenses.
The offering was made pursuant to the Company’s registration statement on Form S-1 (File No. 333-252234), which was declared effective by the Securities and Exchange Commission (the “SEC”) on February 11, 2021 under the Securities Act of 1933, as amended, and the Company’s Registration Statement on Form S-1MEF (File No. 333-253029). A final prospectus describing the terms of the offering was filed with the SEC on February 12, 2021 and is available on the SEC’s website located at www.sec.gov.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 99.1 | Press Release dated March 15, 2021 |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LONGEVERON INC. | ||
| Date: March 15, 2021 | /s/ Geoff Green | |
Name: |
Geoff
Green | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
Longeveron Inc. Announces Partial Exercise of Over-Allotment Option in Initial Public Offering
MIAMI, FLORIDA – March 15, 2021 -- Longeveron Inc. (NASDAQ:LGVN) (“Longeveron” or the “Company”), a clinical stage biotechnology company developing cellular therapies for chronic aging-related and life-threatening conditions, today announced that the underwriters of its previously completed initial public offering of Class A common stock have partially exercised their over-allotment option to purchase an additional 250,000 shares. The thirty-day over-allotment option was granted in connection with the Company’s initial public offering of 2,660,000 shares of Class A common stock at a public offering price of $10.00. After giving effect to the partial exercise of the over-allotment option, the total number of shares sold by Longeveron in the offering increased to 2,910,000 shares, resulting in aggregate gross proceeds of $29,100,000 prior to deducting underwriting discounts, commissions, and other offering expenses.
Kingswood Capital Markets, division of Benchmark Investments, Inc., acted as sole book-runner for the offering. Alexander Capital L.P. acted as co-manager.
Buchanan Ingersoll & Rooney PC acted as counsel to the Company. Nelson Mullins Riley & Scarborough LLP acted as counsel to the underwriters.
The Securities and Exchange Commission (“SEC”) declared effective a registration statement on Form S-1 relating to these securities on February 11, 2021. A final prospectus relating to this offering was filed with the SEC. Copies of the final prospectus relating to this offering can be obtained at the SEC’s website at www.sec.gov or from Kingswood Capital Markets, division of Benchmark Investments Inc., 17 Battery Place, Suite 625, New York, NY 10004, Attention: Syndicate Department, or via email at syndicate@kingswoodcm.com or telephone at (212) 404-7002.
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.
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, statements about the ability of our clinical trials to demonstrate safety and efficacy of our product candidates, and other positive results; 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 SEC. 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.
Contact:
Crescendo Communications, LLC
Tel: (212) 671-1020
Email: lgvn@crescendo-ir.com