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 that it has entered into definitive agreements for the 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 gross proceeds to the Company from the exercise of the existing warrants are expected to be approximately $6.2 million, prior to deducting placement agent fees and estimated offering expenses payable by the Company.

H.C. Wainwright & Co. is acting 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 will issue new unregistered warrants to purchase up to an aggregate of 4,799,488 shares of Class A common stock. The new warrants will be 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 will 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 offering is expected to close on or about April 18, 2024, subject to satisfaction of customary closing conditions. The Company intends to use the net proceeds from the offering 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.