aibioLongeveron does a 1-for-10 reverse split to meet Nasdaq's $1 bid minimum
Tickers LGVN
The split took effect Aug. 26 and cut Class A shares to about 3.04 million. Three weeks later the company reported that its HLHS trial missed its primary endpoint.
Key facts
- Company
- Longeveron Inc. (NASDAQ: LGVN)
- News type
- Listings
- Primary source
- SEC EDGAR, Longeveron press release (Form 8-K Ex. 99.1)
Longeveron put a 1-for-10 reverse stock split into effect on Aug. 26, saying the goal is to regain compliance with Nasdaq's $1.00 minimum bid price. The cell therapy company announced the split on Aug. 24 in a press release furnished with an 8-K. Split-adjusted trading began Aug. 27 on the Nasdaq Capital Market under the same LGVN ticker.
Three weeks later the company reported that a Phase 2b trial in hypoplastic left heart syndrome missed its primary endpoint.
The details
The split covers both Class A and Class B common stock. Stockholders approved a ratio range of 1-for-2 to 1-for-20 at the annual meeting on July 1, and the board set 1-for-10 on July 31, according to the Aug. 24 8-K. A certificate of amendment was filed with the Delaware Secretary of State on Aug. 20, and the split took effect at 11:59 p.m. Eastern on Aug. 26. The Class A stock has a new CUSIP, 54303L 302.
The release gives the share math as of Aug. 6. About 30,432,974 Class A shares become about 3,043,298, and about 1,449,005 Class B shares become about 144,901. Authorized shares and par value are unchanged. Fractional shares are rounded up to the next whole share at the DTC participant level, with no cash paid in lieu. Outstanding warrants and equity awards, including exercise prices and share counts, are adjusted in proportion, and the pool of shares available for future grants is reduced the same way.
Neither the release nor the 8-K cites a specific Nasdaq rule number or the date of the original bid-price notice. The release says only that the split is meant to raise the price of the Class A stock so the company can regain compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market.
Chief Executive Officer Stephen Willard said in the release, "This reverse split is a structural adjustment." He also said it does not change the company's strategy, its operations or the value of any stockholder's position. A reverse split changes the number of shares and the price per share, not the company's size, and the release says the same.
Context
On Sept. 16, Longeveron reported topline results from ELPIS II, a Phase 2b trial of its stem cell therapy laromestrocel. The trial tested the therapy as an add-on to Stage 2 palliative surgery in 40 infants with hypoplastic left heart syndrome. Per the Sept. 23 8-K, the trial "did not meet the primary efficacy endpoint," which was change from baseline in right ventricular ejection fraction at Month 12. The least-squares mean difference between groups was minus 0.7 percentage points, with a 95% confidence interval of minus 7.3 to 5.9 and a p-value of 0.8336.
That timing matters for a listing story. The split was approved by stockholders in July, before the trial result, and took effect three weeks before the data. The filings reviewed do not say how the trial result affects the company's financing plans.
What it means for investors
A reverse split fixes one number. The usual Nasdaq test, as other companies' filings describe it, is a closing bid of at least $1.00 for 10 consecutive trading days. Whether the price holds after a split is a market outcome that the split itself does not decide, and the trial result came after the split. The filings reviewed do not give a Nasdaq compliance deadline for Longeveron, so investors cannot tell from them how long the company has to show the price holds.
The tighter share count also changes how the stock trades. With about 3.04 million Class A shares outstanding after the split, the share count is small, and thinly held stocks can move sharply on modest volume. That is a risk statement, not a forecast.
What to watch
Watch for a Nasdaq letter confirming compliance, or a new deficiency notice if the price slips. The filings reviewed do not lay out the company's plan after ELPIS II, and they give no date for the next disclosure.