Welcome to our dedicated page for Longeveron SEC filings (Ticker: LGVN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Longeveron Inc. (LGVN) filed Amendment No.1 to its Form S-1 to raise capital via a best-efforts placement of up to 3,846,154 Class A shares and 9,615,385 accompanying two-year warrants (2.5 warrants per share). The assumed combined price equals the 29 Jul 2025 closing price of $1.56, implying gross proceeds of c.$6.0 million and net proceeds of c.$5.2 million after 8% cash fees and expenses to H.C. Wainwright. Investors may elect pre-funded warrants ($0.001 exercise) to avoid breaching 4.99%/9.99% ownership caps. No escrow or minimum offering is required; the offer terminates 29 Aug 2025.
Proceeds will fund: 1) pivotal Phase 2b ELPIS II trial in hypoplastic left heart syndrome (fully enrolled; top-line 3Q26; RPD, Orphan & Fast Track designations); 2) adaptive seamless Phase 2/3 for mild Alzheimer鈥檚 disease (RMAT & Fast Track); 3) IND-cleared pivotal Phase 2 in paediatric dilated cardiomyopathy; 4) CMC scale-up via outsourced CDMO; and general working capital.
The filing reiterates a going-concern warning鈥攃ash burn exceeds resources and additional capital will be required. Post-offering share count could rise to 17.5 million Class A shares (90% of pre-offer float), with a further 13.7 million shares underlying new warrants, amplifying dilution risk. No market for the new warrants is expected. Management and 5% holders have agreed to 45-day lock-ups.
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