As filed with the Securities and Exchange Commission on April 3, 2024.

Registration No. 333-278073

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

__________________________________________

Amendment No. 1 to

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

__________________________________________

Longeveron Inc.
(Exact name of registrant as specified in its charter)

__________________________________________

Delaware		2834		47-2174146
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

1951 NW 7th Avenue, Suite 520
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
Longeveron Inc.
1951 NW 7th Avenue, Suite 520
Miami, Florida 33136
Telephone: (305) 909-0840
(Name, address, including zip code, and telephone number, including area code, of agent for service)

__________________________________________

With copies 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

Rick A. Werner, Esq.
Jayun Koo, Esq.
Haynes and Boone, LLP
30 Rockefeller Plaza, 26th Floor
New York, New York 10022
(212) 659-7300

__________________________________________

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.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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. ☐

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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.

	Per Share and Class A Common Warrant	Per Pre- Funded Warrant and Class A Common Warrant	Total
Public Offering price	$	$	$
Placement Agent fees and expenses(1)	$	$	$
Proceeds to us, before expenses	$	$	$

		Page
PROSPECTUS SUMMARY		1
THE OFFERING		9
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		12
RISK FACTORS		14
USE OF PROCEEDS		25
SELECTED FINANCIAL DATA		26
DIVIDEND POLICY		27
DILUTION		28
DESCRIPTION OF SECURITIES WE ARE OFFERING		30
PLAN OF DISTRIBUTION		35
LEGAL MATTERS		38
WHERE YOU CAN FIND MORE INFORMATION		39
SIGNATURES		II-8

Indication	Geography	Phase 1	Phase 2	Phase 3
HLHS	U.S.
Aging-related Frailty*	U.S.
Alzheimer’s disease	U.S.

Common stock offered by us		Up to 2,461,538 shares of our Class A common stock and Class A common warrants to purchase up to 2,461,538 shares of Class A common stock, or pre-funded warrants to purchase shares of Class A common stock and Class A common warrants to purchase shares of Class A common stock. The shares of Class A common stock (or pre-funded warrants to purchase shares of Class A common stock, as applicable) and Class A common warrants are immediately separable and will be issued separately in this offering but must initially be purchased together in this offering. Each Class A common warrant has an exercise price of $ per share of Class A common stock, will be exercisable upon issuance and will expire , 20 . We are also registering up to 5,095,384 shares of Class A common stock issuable upon exercise of the Class A common warrants, pre-funded warrants and the Placement Agent Warrants pursuant to this prospectus.
Pre-funded warrants offered by us		We are also offering to those purchasers, if any, whose purchase of the Class A common stock in this offering would result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or at the election of the purchaser, 9.99%) of our outstanding Class A common stock immediately following consummation of this offering, the opportunity to purchase, if they so choose, pre-funded warrants in lieu of the Class A common stock that would otherwise result in ownership in excess of 4.99% (or 9.99%, as applicable) of our outstanding 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.
		Each pre-funded warrant will be immediately exercisable and may be exercised at any time until exercised in full. There is no expiration date for the pre-funded warrants. To better understand the terms of the pre-funded warrants, you should carefully read the “Description of Securities We Are Offering” section of this prospectus. You should also read the form of pre-funded warrant, which is filed as an exhibit to the registration statement that includes this prospectus.
Class A common warrants to be offered by us		Each share of our Class A common stock and each pre-funded warrant to purchase one share of our Class A common stock is being sold together with a Class A common warrant to purchase one share of our Class A common stock. Each Class A common warrant will have an exercise price of $ per share (representing % of the price at which a share of common stock and accompanying Class A common warrant are sold to the public in this offering), will be immediately exercisable and will expire on the anniversary of the original issuance date.

		The shares of Class A common stock and pre-funded warrants, and the accompanying Class A common warrants, as the case may be, can only be purchased together in this offering but will be issued separately and will be immediately separable upon issuance. This prospectus also relates to the offering of the shares of Class A common stock issuable upon exercise of the Class A common warrants. Because we will issue a Class A common warrant for each share of our Class A common stock and for each pre-funded Warrant sold in this offering, the number of Class A common warrants sold in this offering will not change as a result of a change in the mix of the shares of our Class A common stock and pre-funded Warrants sold.
Common stock to be outstanding after this offering(1)		3,495,821 shares of Class A common stock, assuming no sale of any pre-funded warrants and no exercise of the Class A common warrants being offered in this offering and 1,484,005 shares of Class B common stock. To the extent pre-funded warrants are sold, the number of shares of Class A common stock sold in this offering will be reduced on a one-for-one basis.
Use of Proceeds		We estimate that the net proceeds of this offering based upon an assumed combined public offering price of $3.25 per share and accompanying Class A common warrant, which was the closing price of our Class A common stock on the Nasdaq Capital Market on March 28, 2024, after deducting placement agent fees and estimated offering expenses, will be approximately $7.0 million, assuming we sell only shares of Class A common stock and no pre-funded warrants and assuming no exercise of the Class A common warrants.
		We are conducting this offering to provide funding for our 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. See “Use of Proceeds” for a more detailed description of the intended use of proceeds from this offering.
Nasdaq Capital Market Symbol for Class A common stock		LGVN We do not intend to apply for the listing of the pre-funded warrants or Class A common warrants on any national securities exchange or other trading system. Without an active trading market, the liquidity of the pre-funded warrants and Class A common warrants will be limited.
Lock-up Agreements		The Company and our directors and officers have agreed with the placement agent, subject to certain exceptions, not to sell, transfer or dispose of, directly or indirectly, any of our common stock or securities convertible into or exercisable or exchangeable for our common stock for a period of thirty (30) days after the closing of this offering. See “Plan of Distribution” for more information.
Risk Factors		Investing in our securities involves a high degree of risk. See “Risk Factors” for important information.

	100%		% of Total		75%		% of Total		50%		% of Total		25%		% of Total
Gross Proceeds from Offering	$	7,999,999	100.00	%	$	5,999,999	100.00	%	$	3,999,999	100.00	%	$	2,000,000	100.00	%
Offering Expenses
Placement Agent Fees and Expenses	$	560,000	7.00	%	$	420,000	7.00	%	$	280,000	7.00	%	$	140,000	7.00	%
Management Fee	$	80,000	1.00	%	$	60,000	1.00	%	$	40,000	1.00	%	$	20,000	1.00	%
Non-accountable Expenses	$	35,000	0.44	%	$	35,000	0.58	%	$	35,000	0.88	%	$	35,000	1.75	%
Other Offering Expenses	$	351,420	4.39	%	$	351,420	5.86	%	$	351,420	8.79	%	$	351,420	17.57	%
Total	$	1,026,420	12.83	%	$	866,420	14.44	%	$	706,420	17.66	%	$	546,420	27.32	%
Net Proceeds	$	6,973,579	87.17	%	$	5.133,579	85.56	%	$	3,293,579	82.34	%	$	1,435,580	72.68	%

	Years Ended December 31,
(in thousands, except share and per share amounts)	2023			2022
Net loss attributed to common stockholders	$	(22,211	)	$	(18,835	)
Net loss per share, basic and diluted	$	(1.02	)	$	(0.90	)
Weighted-average shares of Common Stock outstanding, basic and diluted		21,735			20,969
Class A and Class B common stock shares outstanding at year end		25,107			21,018

	Years Ended December 31,
Unaudited (in thousands, except share and per share amounts)	2023			2022
	(Unaudited)
Net loss attributed to common stockholders	$	(22,211	)	$	(18,835	)
Net loss per share, basic and diluted	$	(10.22	)	$	(8.98	)
Weighted-average shares of Common Stock outstanding, basic and diluted		2,174			2,097
Class A and Class B common stock shares outstanding at year end		2,511			2,102

Assumed combined public offering price per share and accompanying Class A common warrant			$	3.25
Net tangible book value per share of common stock at December 31, 2023	$	1.21
Increase in net tangible book value per share attributable to new investors	$	0.80
As adjusted net tangible book value per share of common stock after this offering			$	2.01
Dilution per share to new investors			$	1.24

Per Share and
Class A
common
warrant

Per Pre-Funded
Warrant and
Class A
common
warrant

Public offering price

Placement agent fees and expenses

Proceeds to us, before expenses

SEC Form S-1/A filed by Longeveron Inc. (Amendment)