Longeveron Inc. (NASDAQ:LGVN) ("Longeveron" or the "Company"), a clinical stage biotechnology company developing cellular therapies for life-threatening and chronic aging-related conditions such as hypoplastic left heart syndrome (HLHS), Alzheimer's disease and Aging-related Frailty, today announced the closing of its previously announced exercise of certain existing warrants to purchase an aggregate of 2,399,744 shares of its Class A common stock having an exercise price of $2.35 per share, originally issued in October 2023 and April 2024. The issuance or resale of the shares of Class A common stock issuable upon exercise of the existing warrants, as applicable, are registered pursuant to effective registration statements on Form S-1 (File Nos. 333-275578 and 333-278073). The Company anticipates that this additional funding will enable it to make significant progress in its HLHS program, including advancing enrollment in the on-going clinical trial towards completion as well as advancing understanding of the potential to use this trial as a pivotal trial for accelerated or final approval of Lomecel-BTM for HLHS.

H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.

In consideration for the immediate exercise of the existing warrants for cash and the payment of $0.125 per new warrant, the Company issued new unregistered warrants to purchase up to an aggregate of 4,799,488 shares of Class A common stock. The new warrants are immediately exercisable at an exercise price of $2.35 per share. The new warrants to purchase 2,399,744 shares of Class A common stock have a term of five years from the issuance date, and the new warrants to purchase 2,399,744 shares of Class A common stock have a term of twenty-four months from the issuance.

The gross proceeds to the Company from the warrant exercise offering were approximately $6.2 million, prior to deducting placement agent fees and offering expenses payable by the Company. The total gross proceeds to the Company from the two offerings, this warrant exercise offering and the previously announced public offering, with gross proceeds of approximately $5.2 million, which closed on April 10, 2024, in each case, prior to deducting placement agent fees and offering expenses payable by the Company, were approximately $11.4 million. The Company intends to use the net proceeds from the offerings for its ongoing clinical and regulatory development of Lomecel-B for the treatment of several disease states and indications, including HLHS and Alzheimer's disease, obtaining regulatory approvals, capital expenditures, working capital and other general corporate purposes.