Longeveron Inc. completed the initial closing of a private placement, issuing 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 convertible into 22,832,770 common shares for aggregate gross proceeds of approximately $15.9 million before fees. The financing extends cash runway into Q4 2026 past anticipated Phase 2b HLHS trial topline data, with potential $15 million second closing upon clinical and price milestones.
Key takeaways
Issued 6,013,384 common shares at $0.52/share and 11,873.04 Series A Preferred Shares (stated value $1,000/share, convertible at $0.52 into 22,832,770 common shares) on March 11, 2026 Initial Closing.
Gross proceeds from Initial Closing: ~$15.9 million before placement agent fees.
Placement Agent H.C. Wainwright received 7% cash fee, 1% management fee, expense reimbursement, and warrants for 2,019,231 common shares at $0.65/share (125% of $0.52 Share Price), 5-year term.
Potential Second Closing for ~$15 million upon Phase 2b HLHS Milestone (statistical significance) and Price Threshold ($1.85 VWAP over 10 days with 25M volume in 30-day Measurement Period).
Filed Certificate of Designation on March 10, 2026 authorizing 26,975 Series A Preferred shares; Preferred non-voting, immediate conversion, 4.99% beneficial ownership cap (up to 9.99%).
Post-Initial Closing: 29,281,138 common shares outstanding; pro forma 54,133,139 assuming full Preferred conversion and Placement Agent warrant exercise.
90-day lock-up on new issuances; additional 90-day ATM restriction below $0.80/share; cash runway into Q4 2026 excluding Second Closing.