aibioLongeveron sets up $10,700,000 at-the-market stock program with H.C. Wainwright
Tickers LGVN
The size is capped by SEC limits for companies with a public float under $75,000,000. Longeveron's stock last sold at $0.77 on September 18, 2025.
Key facts
- Company
- Longeveron Inc. (NASDAQ: LGVN)
- News type
- Financings
- Primary source
- Longeveron Inc. 424B5 (2025-09-19)
Longeveron Inc. (Nasdaq: LGVN) entered into an At The Market Offering Agreement with H.C. Wainwright & Co., LLC on September 19, 2025. The deal lets the Miami company sell Class A Common Stock with an aggregate offering price of up to $10,700,000 from time to time, with Wainwright acting as sales agent or as principal.
The terms
Wainwright need not sell any set amount, and the company has no obligation to sell. Sales may run on Nasdaq or directly to Wainwright as principal. The prospectus says there is no escrow for the funds.
Wainwright earns a commission of 3.0% of the gross sales price. Longeveron will also reimburse up to $100,000 of Wainwright's legal fees, plus $5,000 per due diligence update tied to each annual report and $3,500 per update tied to each quarterly report. The prospectus says Wainwright will be treated as an underwriter under the Securities Act, and the company has agreed to indemnify it. Haynes and Boone, LLP of New York is named as counsel to the sales agent. Buchanan Ingersoll & Rooney PC gave the legality opinion filed as Exhibit 5.1 for the company. Wainwright was also exclusive placement agent on earlier deals, most recently an August 2025 public offering.
The program sits under a shelf registration on Form S-3, declared effective on April 4, 2025.
The size cap and the share price
The $10,700,000 figure reflects a rule that limits a company with a public float under $75,000,000 to selling no more than one-third of that float in any 12-month period. Longeveron put its public float at $32,554,591, based on 18,681,354 non-affiliate Class A shares and 28,181 Class B shares at $1.74 a share, the Nasdaq closing price on July 23, 2025. The last reported sale before the deal was $0.77 on September 18, 2025.
The prospectus also sets out the listing risk. Nasdaq's minimum bid price is $1.00. If the closing bid stays below that level for 30 consecutive business days, the company receives a notice and gets an initial compliance period of 180 calendar days, with a possible second period of 180 calendar days. The company says it may consider a reverse stock split but gives no assurance one would last. The prospectus does not say whether Longeveron has already received a notice.
The company's finances
Longeveron had cash and cash equivalents of $10.3 million at June 30, 2025. The prospectus says that cash covers operations and capital spending only into the first quarter of 2026. Its auditor's report for the year ended December 31, 2024 carried a going-concern paragraph, citing a working capital deficiency, a stockholders' deficit and recurring losses. The accumulated deficit was $109.6 million at year-end 2024, up from $85.0 million a year earlier.
The science behind the money
The lead candidate is laromestrocel, an allogeneic cell therapy tested in hypoplastic left heart syndrome, Alzheimer's disease and pediatric dilated cardiomyopathy. Its one fully enrolled trial is ELPIS II, a Phase 2b study in hypoplastic left heart syndrome, where enrollment was completed on June 24, 2025. It gives no results from ELPIS II, a randomized trial of 40 subjects, 20 per arm, whose primary objective is change in right ventricular ejection fraction. For the CLEAR MIND Phase 2a study in mild Alzheimer's disease, completed in September 2023, the company reports positive results, but says the unadjusted p-values for several secondary endpoints only suggested significance and that brain volume was preserved in some but not all areas. It cites a 48% reduction in whole brain volume loss and a 62% reduction in hippocampal volume loss. The company stopped trial activity in Japan in 2024 and is not currently active in aging-related frailty.
The prospectus also describes a registry in The Bahamas, where laromestrocel may be given to eligible participants at private clinics. The company says local approval terms allow it to charge participants a fee to join. As for the offering, the prospectus says the total amount sold, the commissions and the net proceeds are not yet determinable. Any proceeds would go to clinical and regulatory development, regulatory approvals, capital expenditures, working capital and general corporate purposes.