Longeveron Inc. (NASDAQ:LGVN) announced Monday that it has entered into a definitive agreement to raise up to about $30 million in gross proceeds through a private placement. The funding represents a substantial capital infusion for the biotechnology firm, which currently has a market capitalization of roughly $11.3 million and whose share price has fallen about 64% over the past year to $0.53.
Under the agreement, the company will receive $15 million upfront, with the possibility of an additional $15 million depending on the achievement of milestone conditions linked to results from its Phase 2b ELPIS II clinical trial in Hypoplastic Left Heart Syndrome, as well as share price performance.
The financing, priced at-the-market under Nasdaq regulations, is led by Coastlands Capital and includes participation from Janus Henderson Investors, Logos Capital and Kalehua Capital. H.C. Wainwright & Co. is serving as the exclusive placement agent for the transaction.
At the initial closing, Longeveron plans to issue 6,013,384 shares of Class A common stock at $0.52 per share. It will also issue shares of Series A Non-Voting Convertible Preferred Stock that can be converted into 22,832,770 shares of Class A common stock, priced at $1,000 per preferred share. The preferred shares carry a conversion price of $0.52 per share and can be converted immediately upon issuance.
As part of the agreement, the company has also committed to granting investors rights to 50% of any proceeds from a potential future sale of a Rare Pediatric Disease Priority Review Voucher, if such a voucher is awarded by the U.S. Food and Drug Administration for its laromestrocel program targeting HLHS.
Longeveron stated that the proceeds from the initial tranche are expected to extend its cash runway into the fourth quarter of 2026, beyond the anticipated topline data readout from the pivotal Phase 2b ELPIS II trial scheduled for the third quarter of 2026. The financing is particularly important given the company’s cash burn, which totaled roughly $17 million in levered free cash flow over the past twelve months.
The company said it intends to use the proceeds primarily to support the clinical and regulatory development of laromestrocel, along with working capital needs and general corporate purposes.
The initial closing of the transaction is expected to take place on or around March 11, 2026, subject to customary closing conditions. The securities are being offered through a private placement and have not been registered under the Securities Act of 1933.
Recent developments
In other recent developments, Longeveron Inc. reported results from its Phase 2b clinical trial in the journal Cell Stem Cell, highlighting research into laromestrocel as a treatment for age-related frailty. The study enrolled 148 participants and evaluated whether human bone marrow-derived mesenchymal stem cells could improve physical functioning.
The company also recently appointed Stephen H. Willard as its new Chief Executive Officer, replacing interim CEO Than Powell, who will remain with the organization to assist during the leadership transition.
Additionally, Longeveron secured a Japanese patent covering potency assay methods for mesenchymal stem cells, extending its intellectual property protection through April 2041.
Ahead of the expected pivotal data from the ELPIS II study, the company has scheduled a Type C meeting with the U.S. Food and Drug Administration to review clinical efficacy endpoints and statistical analysis plans. The meeting is intended to support a potential Biologics License Application for laromestrocel in the treatment of Hypoplastic Left Heart Syndrome.
Separately, the U.S. Patent and Trademark Office granted Longeveron a patent for the use of mesenchymal stem cells to treat female sexual dysfunction, securing patent protection in the United States through 2038. The company said these developments represent important progress in its research pipeline and broader positioning within the regenerative medicine sector.