Longeveron Inc

As filed with the Securities and Exchange Commission on March 19, 2024.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

Miami, Florida 33136

Telephone: (305) 909-0840

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Wa’el Hashad

Chief Executive Officer

Miami, Florida 33136

Telephone: (305) 909-0840

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Jennifer Minter, Esq. Brian North, Esq.Adam G. Wicks, Esq. Buchanan Ingersoll & Rooney PC Union Trust Building 501 Grant Street, Suite 200 Pittsburgh, PA 15219 Telephone: (412) 562-8800

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

On February 21, 2024, a special meeting of the Company’s stockholders was held (the “special meeting”). At the special meeting, the Company’s stockholders approved a proposal to authorize the Board of Directors (the “Board”) of the Company to effect a reverse stock split of the Company’s Class A common stock, par value $0.001 per share (the “Class A common stock”) and Class B common stock, par value $0.001 per share (the “Class B common stock” and together with the Class A common stock, the “common stock”), whether issued and outstanding or held by the Company as treasury stock, at a ratio, ranging from one-for-five (1:5) to one-for-fifteen (1:15), with the exact ratio to be set within that range at the discretion of our Board (the “2024 Reverse Split”). On March 19, 2024, the Board determined that the 2024 Reverse Split shall be completed as a one-for-ten (1:10) reverse stock split, reducing the aggregate number of outstanding shares of Class A common stock on a pre-reverse split basis from 10,295,426 to 1,029,543 on a post-reverse split basis, and the aggregate number of outstanding shares of Class B common stock on a pre-reverse split basis from 14,839,993 to 1,484,000 on a post-reverse split basis, subject to rounding up of fractional shares resulting from the 2024 Reverse Split. The number of authorized shares of the Company’s common stock will remain unchanged at 105,000,000 shares, consisting of 84,295,000 shares of Class A common stock, 15,705,000 shares of Class B common stock and 5,000,000 shares of preferred stock.

As a result of the 2024 Reverse Split, every ten shares of our common stock, whether issued and outstanding or held by the Company as treasury stock, immediately prior to the filing and effectiveness of a certificate of amendment to our Certificate of Incorporation filed with the Secretary of State of the State of Delaware, will automatically be combined and converted (without any further act) into one share of fully paid and nonassessable share of common stock. No fractional shares will be issued in connection with the 2024 Reverse Split. Stockholders of record who otherwise would be entitled to receive fractional shares will be entitled to rounding up of the fractional share to the nearest whole number. The 2024 Reverse Split will become effective at 11:59 p.m. Eastern Time on March 26, 2024, and will have the effect of reducing the percentage of common stock to be held by our existing stockholders on a post-offering basis from 23.9% of our 105,000,000 authorized shares of common stock to 2.4% of our 105,000,000 authorized shares of common stock on an issued and outstanding basis.

All share and per share numbers, option numbers, warrant numbers, and other derivative security numbers and exercise prices appearing in this registration statement have been adjusted to give effect to the 2024 Reverse Split in this filing, however, the Company’s annual, periodic and current reports, and all other information and documents incorporated by reference into this prospectus that were filed prior to March 19, 2024, do not give effect to the 2024 Reverse Split.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Preliminary Prospectus Subject to Completion, Dated March 19, 2024

Up to Shares of Class A common stock

Up to Class A Common Warrants to Purchase Shares of Class A common stock

Up to Pre-Funded Warrants to Purchase Shares of Class A common stock

Placement Agent Warrants to Purchase up to Shares of Class A common stock

Shares of Class A common stock Underlying the Class A Common Warrants,

Pre- Funded Warrants and Placement Agent Warrants

We are offering up to shares of our Class A Common Stock (the “Class A common stock”) together with Class A common warrants to purchase up to shares of Class A common stock (the “Class A common warrants”). Each share of our Class A common stock, or a pre-funded warrant in lieu thereof, is being sold together with a Class A common warrant to purchase share of our Class A common stock. The shares of Class A common stock and Class A common warrants are immediately separable and will be issued separately in this offering but must be purchased together in this offering. The assumed combined public offering price for each share of Class A common stock and accompanying Class A common warrant is $ , which is equal to the closing price of our Class A common stock on the Nasdaq Capital Market on , 2024. Each Class A common warrant will have an exercise price per share of $ , will be exercisable upon issuance and have a term of years from the date of issuance.

We are also offering to each purchaser whose purchase of shares of our Class A common stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of our outstanding shares of Class A common stock immediately following consummation of this offering, the opportunity to purchase, if the purchaser so chooses, pre-funded warrants to purchase shares of Class A common stock, or the pre-funded warrants, in lieu of shares of Class A common stock. Each pre-funded warrant will be exercisable for one share of our Class A common stock. The purchase price of each pre-funded warrant and accompanying Class A common warrant will equal the price per share of Class A common stock and accompanying Class A common warrant being sold to the public in this offering, minus $0.001, and the exercise price of each pre-funded warrant will be $0.001 per share. For each pre-funded warrant that we sell, the number of shares of our Class A common stock that we are offering will be decreased on a one-for-one basis. This offering also relates to the shares of Class A common stock issuable upon exercise of the Class A common warrants and the pre-funded warrants.

This offering will terminate on , 2024, unless we decide to terminate the offering (which we may do at any time in our discretion) prior to that date. We will have one closing for all the securities purchased in this offering. The combined public offering price per share (or pre-funded warrant) and Class A common warrant will be fixed for the duration of this offering.

On March 19, 2024, we amended our Certificate of Incorporation to effect a 1:10 reverse split of our Class A common stock and Class B common stock, par value $0.001 per share, whether issued and outstanding or held by the Company as treasury stock, to be effective at 11:59 p.m. on March 26, 2024 (the “2024 Reverse Split”). All share and per share data, option numbers, warrant numbers, and other derivative security numbers and exercise prices in this prospectus give effect to the 2024 Reverse Split. Our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”) on February 27, 2024, as amended on Form 10-K/A and filed with the SEC on March 11, 2024, and all other information and documents incorporated by reference into this prospectus that were filed prior to March 19, 2024, do not give effect to the 2024 Reverse Split.

Our Class A common stock is listed on the Nasdaq Capital Market under the symbol “LGVN.” The last reported sale price of our Class A common stock on the Nasdaq Capital Market on March 18, 2024, was $0.44 per share. All share, Class A common warrant and pre-funded warrant numbers are based on an assumed combined public offering price of $ per share and the accompanying Class A common warrant and $ per pre-funded warrant and the accompanying Class A common warrant. The actual combined public offering price per share of Class A common stock and accompanying Class A common warrant, and per pre-funded warrant and accompanying Class A common warrant, will be determined between

us and investors based on market conditions at the time of pricing, and may be at a discount to the then current market price of our Class A common stock. The recent market price used throughout this prospectus may not be indicative of the actual combined public offering price. The actual combined public offering price may be based upon a number of factors, including our history and our prospects, the industry in which we operate, our past and present operating results, the previous experience of our executive officers and the general condition of the securities markets at the time of this offering. There is no established public trading market for the Class A common warrants or pre-funded warrants, and we do not expect a market for the Class A common warrants or the pre-funded warrants to develop. We do not intend to list the Class A common warrants or pre-funded warrants on the Nasdaq Capital Market, any other national securities exchange or any other trading system. Without an active trading market, the liquidity of the Class A common warrants and the pre-funded warrants will be limited.

We have engaged , or the placement agent, to act as our exclusive placement agent in connection with this offering. The placement agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectus. The placement agent is not purchasing or selling any of the securities we are offering, and the placement agent is not required to arrange the purchase or sale of any specific number or dollar amount of securities. We have agreed to pay to the placement agent the placement agent fees set forth in the table below, which assumes that we sell all of the securities offered by this prospectus. Since we will deliver the securities to be issued in this offering upon our receipt of investor funds, there is no arrangement for funds to be received in escrow, trust or similar arrangement. There is no minimum offering requirement as a condition of closing of this offering. Because there is no minimum offering amount required as a condition to closing this offering, we may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us, investors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to pursue our business goals described in this prospectus. In addition, because there is no escrow account and no minimum offering amount, investors could be in a position where they have invested in our company, but we are unable to fulfill all of our contemplated objectives due to a lack of interest in this offering. We will bear all costs associated with the offering. See “Plan of Distribution” on page 35 of this prospectus for more information regarding these arrangements.

We are an “emerging growth company” under the federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary — Implication of Being an Emerging Growth Company and a Smaller Reporting Company.”

(1) We have agreed to pay the placement agent a cash fee equal to % of the gross proceeds raised in this offering. We have also agreed to reimburse the placement agent for certain of its offering-related expenses, including a management fee equal to % of the aggregate gross proceeds raised in this offering, reimbursement for non-accountable expenses in an amount up to $ , and legal fees and other out-of-pocket expenses in the amount of up to $ . In addition, we have agreed to issue to the placement agent or its designees warrants (the “Placement Agent Warrants”) to purchase a number of shares of Class A common stock equal to % of the shares of Class A common stock sold in this offering (including the shares of Class A common stock issuable upon exercise of the pre-funded warrants), at an exercise price of $ per share, which represents % of the combined public offering price per share and accompanying Class A common warrant. See “Plan of Distribution” on page 35 of this prospectus for a description of the fees and expenses to be paid to the placement agent for services performed in connection with the offering.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 14 of this prospectus, as well as the risk factors and other information in any documents we incorporate by reference into this prospectus, to read about important factors you should consider.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The delivery to purchasers of the shares of Class A common stock, pre-funded warrants and Class A common warrants in this offering is expected to be made on or about March , 2024, subject to satisfaction of certain customary closing conditions.

The date of this prospectus is , 2024