As filed with the Securities and Exchange Commission on November 15, 2023.March 19, 2024.

Registration Statement No. 333-

UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549

__________________________________________

FormFORM S-1


REGISTRATION STATEMENT


UNDER


THE SECURITIES ACT OF 1933

__________________________________________

Longeveron Inc.


(Exact name of registrant as specified in its charter)

__________________________________________

Delaware

283447-2174146

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Primary Standard Industrial

Classification Code Number)2834

 

47-2174146

(State or other jurisdiction of
incorporation or organization)

(Primary Standard Industrial
Classification Code Number)

(I.R.S. Employer


Identification Number)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)

__________________________________________

CopiesWith 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

__________________________________________

Jennifer Minter, Esq.

Brian North, Esq.

Buchanan Ingersoll & Rooney PC

Union Trust Building

501 Grant Street, Suite 200

Pittsburgh, PA 15219

(412) 562-8800

Approximate date of commencement of proposed sale to the public: From time to timepublic:
As soon as practicable
after this registration statement becomesRegistration 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:  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,”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. 

__________________________________________

The Registrant hereby amends this registration statementRegistration 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 statementRegistration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statementRegistration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

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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 105,000,000shares, consisting of 84,295,000shares of Class A common stock, 15,705,000shares of Class B common stock and 5,000,000shares 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.

 

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The information in this preliminary prospectus is not complete and may be changed. The selling stockholdersWe may not sell these securities pursuant to this prospectus 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 jurisdictionstate where the offer or sale is not permitted.

Preliminary Prospectus Subject to Completion, Dated November 15, 2023March 19, 2024

PRELIMINARY PROSPECTUSLongeveron Inc.

5,018,183 Up toShares of Class A common stock
Up to            Class A
Common Stock

This prospectus relatesWarrants to the re-sale or other disposition from timePurchase Shares of Class A common stock
Up
to            time by certain selling stockholders identified herein (each, a “Selling Stockholder” and, together, the “Selling Stockholders”) or their pledgees, assignees, distributees and successors-in-interest, from timePre-Funded Warrants to time,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 Warrantsand Placement Agent Warrants

We are offering up to 5,018,183 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, (“Common Stock”) issuable upon the exercise of certain warrantswhether issued and outstanding or held by the Selling Stockholders (including shares that mayCompany as treasury stock, to be issuedeffective 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 holder in lieu of fractional shares).

2024 Reverse Split. Our Annual Report on Form 10We are registering-K for the offeryear ended December 31, 2023, filed with the Securities and sale of Common StockExchange Commission (“SEC”) on behalf ofFebruary 27, 2024, as amended on Form 10-K/A and filed with the Selling StockholdersSEC on March 11, 2024, and all other information and documents incorporated by reference into this prospectus that were filed prior to satisfy certain registration rights that we have grantedMarch 19, 2024, do not give effect to the Selling Stockholders.2024 Reverse Split.

Each Selling Stockholder may, from time to time, sell, transfer, or otherwise dispose of any or all of the Common Stock on anyOur Class A common stock exchange, market, or trading facility on which shares of our Common Stock are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. The Selling Stockholders will bear all commissions and discounts, if any, attributable to the sales of Common Stock. We will bear all other costs, expenses, and fees in connection with the registration of the Registered Securities. See “Plan of Distribution” which begins on page 12 of this prospectus.

We are not offering any shares of our Common Stock for sale under this prospectus. We will not receive any of the proceeds from the sale or other disposition of our Common Stock by the Selling Stockholders. However, we may receive proceeds of up to approximately $8.3 million if all of the Warrants covered by this prospectus are exercised for cash, basedis listed on the per share exercise price of the warrants held by the Selling Stockholders.

Our Common Stock is traded on the NASDAQNasdaq Capital Market under the symbol “LGVN”. On November 14, 2023, the“LGVN.” The last reported sale price forof our Common Stock as reportedClass A common stock on the NASDAQNasdaq Capital Market on March 18, 2024, was $1.75$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

 

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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.”

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

$

$

$

____________

(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. Before making any investment in these securities, you should consider carefully the risks and uncertainties in the section entitled “Risk Factors”See “Risk Factors beginning on page 914 of this prospectus, as well as the risk factors and other information in the otherany documents that are incorporatedwe incorporate by reference.reference into this prospectus, to read about important factors you should consider.

Neither the Securities and Exchange Commission (the “SEC”) 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 __________, 2023, 2024

 

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Page

ABOUT THIS PROSPECTUS SUMMARY

 ii

1

PROSPECTUS SUMMARYTHE OFFERING

 1

9

THE OFFERING

6
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 7

12

INDUSTRY AND MARKET DATARISK FACTORS

 8

14

RISK FACTORSUSE OF PROCEEDS

 8

25

DIVIDEND POLICYSELECTED FINANCIAL DATA

 8

26

USE OF PROCEEDSDIVIDEND POLICY

 9

27

DETERMINATION OF OFFERING PRICEDILUTION

 9

28

THE SELLING STOCKHOLDERS

9
PLAN OF DISTRIBUTION11
DESCRIPTION OF SECURITIES TO BE REGISTEREDWE ARE OFFERING

 12

30

LEGAL MATTERSPLAN OF DISTRIBUTION

 19

35

EXPERTSLEGAL MATTERS

 19

38

WHERE YOU CAN FIND MORE INFORMATION

 19

39

INCORPORATION OF CERTAIN INFORMATION BY REFERENCESIGNATURES

 20

II-8

i

ABOUT THIS PROSPECTUS

This prospectus providesNeither we nor the placement agent have authorized anyone to provide you with a general description of the Common Stockinformation other than that may be resold by the Selling Stockholders. In certain circumstances, we may provide a prospectus supplement that will contain specific information about the terms of a particular offering by the Selling Stockholders. We also may provide a prospectus supplement to add information to, or update or change information contained in this prospectus. Toprospectus, or any free writing prospectus prepared by or on our behalf or to which we have referred you. We and the extent there is a conflict betweenplacement agent take no responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. We and the placement agent are offering to sell, and seeking offers to buy, securities only in jurisdictions where offers and sales are permitted. The information contained in this prospectus and any prospectus supplement, you should relyis accurate only as of the date on the information in thefront cover page of this prospectus, supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document having a lateror other earlier date — for example, a document incorporated by referencestated in this prospectus, regardless of the time of delivery of this prospectus or of any sale of our securities. Our business, financial condition, results of operations and future prospects may have changed since that date.

No action is being taken in any jurisdiction outside the United States to permit a public offering of our securities or possession or distribution of this prospectus supplement —in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the statementUnited States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable to that jurisdiction.

We and the placement agent are offering to sell, and seeking offers to buy, our securities only in jurisdictions where offers and sales are permitted. Neither we nor the placement agent have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the later-dated document modifies or supersedesUnited States. Persons outside of the earlier statement.United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our shares of Class A common stock, Class A common warrants and pre-funded warrants and the distribution of this prospectus outside of the United States.

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About This Prospectus

This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission pursuant to which the Selling Stockholders named herein may, from time to time, offer and sell or otherwise dispose of the Common Stock covered by this prospectus.Commission. You should rely only on the information contained in this prospectus or any related prospectus supplement. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The information contained in this prospectus is accurate only on the date of this prospectus. Our business, financial condition, results of operations and prospects may have changed since such date. Other than as required under the federal securities laws, we undertake no obligation to publicly update or revise such information, whether as a result of new information, future events or any other reason. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below underbelow. You should read this prospectus in its entirety before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the section of the prospectus entitledWhere You Can Find More Information.”

This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any of our securities other than the Common Stocksecurities covered hereby, nor does this prospectus constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about, and to observe, any restrictions as to the offering and the distribution of this prospectus applicable to those jurisdictions.

Industry and Market Data

This prospectus includes industry data and forecasts that we obtained from industry publications and surveys, public filings and internal company sources. Industry publications and surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of the included information. Statements as to our market position and market estimates are based on independent industry publications, government publications, third party forecasts, management’s estimates and assumptions about our markets and our internal research. While we are not aware of any misstatements regarding the market, industry or similar data presented herein, such data involve risks and uncertainties and are subject to change based on various factors, including those discussed under the headings “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in this prospectus.

This prospectus contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

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PROSPECTUS SUMMARY

This summary highlights, and is qualified in its entirety by, the more detailed information and financial statements included elsewhere or incorporated by reference in this prospectus. This summary does not contain all of the information that may be important to you in making your investment decision. You should read this entire prospectus carefully, especially the “Risk Factors” section beginning on page 9,14, as well as “Management’s Discussion and theAnalysis of Financial Condition and Results of Operations,” “Risk Factors” and our audited financial statements, unaudited financial statements and other informationrelated notes thereto, which are incorporated by reference into this prospectus. In this prospectus, except as otherwise indicated, “Longeveron,” the “Company,” “we,” “our,” and “us” refer to Longeveron Inc., a Delaware corporation.

Business Overview

We are a clinical stage biotechnology company developing regenerative medicines to address unmet medical needs. The Company’s lead investigational product is Lomecel-B™Lomecel-B, an allogeneic Mesenchymal Stem Cell (MSC)(“MSC”) formulation sourced from the bone marrow of young, healthy adult donors. Lomecel-B™Lomecel-B has multiple potential mechanisms of action that promote tissue repair and healing with broad potential applications across a spectrum of disease areas. The underlying mechanism(s) of action that may lead to the tissue repair programs include the stimulation of new blood vessel formation, modulation of the immune system, reduction in tissue fibrosis, and the stimulation of endogenous cells to divide and increase the numbers of certain specialized cells in the body.

We are currently pursuinghave three pipeline indications: Hypoplastic Left Heart Syndrome (HLHS)(“HLHS”), Alzheimer’s disease (AD),(“AD”) and Aging-relatedAging-related Frailty. Our mission is to advance Lomecel-B™Lomecel-B and other cell-basedcell-based product candidates into pivotal or Phase 3 trials, with the goal of achieving regulatory approvals, subsequent commercialization, and broad use by the healthcare community.

AsIn November of October 2023, we have completed five U.S. clinical studies of Lomecel-B™: Phase 1 AD, Phase 1 HLHS, Phase 1/2 Aging-related frailty (“HERA Trial”), Phase 2a AD (“CLEAR MIND Trial”), and Phase 2b Aging-related Frailty. We currently have two clinical trials actively enrolling patients: Phase 2b HLHS (“ELPIS II” trial) and Japan Phase 2 study in Japanese patients with Aging-related frailty. Additionally, we sponsor a registry in The Bahamas under the approval and authority of the National Stem Cell Ethics Committee. The Bahamas Registry Trial administers Lomecel-B™ to eligible participants at two private clinics in Nassau for a variety of indications. While Lomecel-B™ is considered an investigational product in The Bahamas, under the approval termsLongeveron received notice from the Bahamian National Stem Cell Ethics Committee, weWorld Health Organization (“WHO”) that “Laromestrocel” has been selected as the proposed International Nonproprietary Name for Longeveron’s Lomecel-B™ product. Assuming that there are permittedno third-party objections to charge a feethat name, the name will be recommended for adoption by the WHO. Longeveron plans to participate inadopt that name if it is recommended by the Registry Trial.WHO.

HLHS

Our HLHS program is focused on the potential clinical benefits of Lomecel-B™Lomecel-B as an adjunct therapeutic to standard-of-carestandard-of-care HLHS surgery. HLHS is a rare and devastating congenital heart defect in which the left ventricle is severely underdeveloped. As such, babies born with this condition die shortly after birth without undergoing a complex series of reconstructive heart surgeries. Despite the life-savingavailability of life-saving surgical interventions, clinical studies show that only 50 to 60 percent of affected individuals survive to adolescence. We have earlyEarly clinical state evidence supporting pro-vascular, pro-regenerative, anti-fibrotic,study data shows the potential survival benefit of Lomecel-B™ for HLHS patients and anti-inflammatory properties of Lomecel-B™supports Longeveron’s belief that this data shows the potential to improve heart function in HLHS patients.alter the treatment landscape for patients with HLHS. We have completed a Phase 1 open-labelopen-label study (“ELPIS I”)1 that supported the safety and tolerability of Lomecel-B™Lomecel-B for HLHS, when directly injected into the functional right ventricle during the second-stage standard-of-caresecond-stage standard-of-care surgery (adding minimal additional time to the surgical procedure). Preliminary data also suggested potential benefits on heart function. In addition, our early clinical stage datarevealed that several indices of right ventricular function show suggestions of either improvement or prevention of deterioration over one year following surgery. Heart transplant-free survival for patients who received Lomecel-B™ intracardiac injection is favorable as compared to historical controls for survival and reduced need for heart transplants.survival. The improvement in HLHS survival following the Phase 1 ELPIS I clinical trial has resulted in acceptance by the American Heart Association (“AHA”) for a poster presentation of the data at an AHA meeting in November 2023.

____________

1Sunjay Kaushal, MD, PhD, Joshua M Hare, MD, Jessica R Hoffman, PhD, Riley M Boyd, BA, Kevin N Ramdas, MD, MPH, Nicholas Pietris, MD, Shelby Kutty, MD, PhD, MS, James S Tweddell, MD, S Adil Husain, MD, Shaji C Menon, MBBS, MD, MS, Linda M Lambert, MSN-cFNP, David A Danford, MD, Seth J Kligerman, MD, Narutoshi Hibino, MD, PhD, Laxminarayana Korutla, PhD, Prashanth Vallabhajosyula, MD, MS, Michael J Campbell, MD, Aisha Khan, PhD, Eric Naioti, MSPH, Keyvan Yousefi, PharmD, PhD, Danial Mehranfard, PharmD, MBA, Lisa McClain-Moss, Anthony A Oliva, PhD, Michael E Davis, PhD, Intramyocardial cell-based therapy with Lomecel-B™ during bidirectional cavopulmonary anastomosis for hypoplastic left heart syndrome: The ELPIS phase I trial, European Heart Journal Open, 2023.

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The ELPIS I trial showed 100 percent survival in children at up to 5 years of age after receiving Lomecel-B™Lomecel-B, compared to a 20 percent mortality rate observed from historical control data. Based on these findings, the U.S. Food and Drug Administration (the “FDA”) granted Lomecel-B™ both Rare Pediatric Disease (“RPD”) Designation and Orphan Drug Designation (“ODD”) for treatment of infants with HLHS. The FDA also granted Fast Track Designation for Lomecel-B™ for HLHS. Longeveron is currently conducting a controlled Phase 2 trial (“ELPIS II”) to compare the effects of Lomecel-B™Lomecel-B as an adjunct therapeutic versus standard-of-carestandard-of-care (HLHS surgery alone). AWe hope that a positive outcome could allow this trialadd to serve as a registrational studythe clinical data suggesting the functional and adoptionclinical benefit of Lomecel-B™Lomecel-B as part of standard-of-carestandard-of-care treatment in HLHS patients.

1Sunjay Kaushal, MD, PhD, Joshua M Hare, MD, Jessica R Hoffman, PhD, Riley M Boyd, BA, Kevin N Ramdas, MD, MPH, Nicholas Pietris, MD, Shelby Kutty, MD, PhD, MS, James S Tweddell, MD, S Adil Husain, MD, Shaji C Menon, MBBS, MD, MS, Linda M Lambert, MSN-cFNP, David A Danford, MD, Seth J Kligerman, MD, Narutoshi Hibino, MD, PhD, Laxminarayana Korutla, PhD, Prashanth Vallabhajosyula, MD, MS, Michael J Campbell, MD, Aisha Khan, PhD, Eric Naioti, MSPH, Keyvan Yousefi, PharmD, PhD, Danial Mehranfard, PharmD, MBA, Lisa McClain-Moss, Anthony A Oliva, PhD, Michael E Davis, PhD, Intramyocardial cell-based therapy with Lomecel-B™ during bidirectional cavopulmonary anastomosis for hypoplastic left heart syndrome: The ELPIS phase I trial, European Heart Journal Open, 2023.

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Alzheimer’s Disease

In September 2023, we completed our Phase 2a Alzheimer’s diseaseAD clinical trial, known as the CLEAR MIND study.trial. This trial enrolled patients with mild Alzheimer’s disease and was designed as a randomized, double-blind, placebo-controlleddouble-blind, placebo-controlled study across ten U.S. centers. Our primary objective was to assess safety, and we tested three distinct Lomecel-BLomecel-BTM dosing regimens against a placebo.

The study demonstrated positive results. Notably, all Lomecel-B™Lomecel-B treatment groups met the safety primary endpoint and showed slowing/prevention of disease worsening relative to the placebo. There were statistically significant improvements in the secondary efficacy endpoint, composite Alzheimer’s disease score (“CADS”) for both the low-dose Lomecel-Blow-dose Lomecel-BTM group and the pooled treatment groups compared to the placebo. Other doses also showedindicated promising results in slowing/prevention of disease worsening. Additionally, a statistically significant improvement versus placebo was observed in the cognitive assessment (“MoCA”) and in the activity of daily living observed by a caregiver and measured by Alzheimer’s Disease Cooperative Study Activities of Daily Living (“ADCS-ADL”). These findings support both the safety and potential therapeutic benefit of Lomecel-BLomecel-BTMin managing mild Alzheimer’s disease, laying a strong groundworkand we believe lays the foundation for subsequent trials in this indication and potentially others.indication.

The trial also entailed careful evaluation of potential target engagement through fluid-based biomarkers, imaging biomarkers, and vascular function assessment. We anticipate additional data from these assessments in the future and will provide an update once the data are fully received and analyzed.

Aging-related Frailty

Improvement of the quality of life for the aging population is one of the strategic directions of the Company. Life expectancy has substantially increased over the past century due to medical and public health advancements. However, this longevity increase has not been paralleled by health span  the period of time one can expect to live in relatively good health and independence. For many developed and developing countries, health span lags life-expectancylife-expectancy by over a decade. This has placed tremendous strain on healthcare systems in the management of aging-relatedaging-related ailments and presents additional socioeconomic consequences due to patient decreased independence and quality-of-life.quality-of-life. Since these strains continue to increase with demographic shifts towards an increasingly older population, improving health span has become a priority for health agencies, such as the National Institute on Aging (“NIA”) of the NIH,National Institutes of Health (“NIH”), the Japanese Pharmaceuticals and Medical Devices Agency (“PMDA”), and the European Medicines Agency (“EMA”). As we age, manywe experience a decline in our own stem cells, a decrease in immune system function (known as “immunosenescence”), diminished blood vessel functioning, chronic inflammation (known as “inflammaging”), and other aging-relatedaging-related alterations that affect biological functioning. Our preliminary clinical data suggest that Lomecel-B™Lomecel-B may potentially address these problems through multiple potential mechanisms of action (“MOAs”) that simultaneously target key aging-relatedaging-related processes. Longeveron is currently engagedWe previously completed our Phase 2b trial in a Phase 2 trial studying Lomecel-B™ in Aging-relatedAging-related Frailty under INDs with the US FDA and under the PMDA in Japan. There are currently 5 patients enrolled in the Japan study and we anticipate completing the enrollment in this study by the end of 2024. In addition, we are using Lomecel-B™continuing to use Lomecel-B in registry trials in The Bahamas, which we hope may be considered as part of the real-worldreal-world data generation for the aging population.this indication.

Since our founding in 2014, we have focused the majority of our time and resources on the following: organizing and staffing our company, building, staffing and equipping a cGMP manufacturing facility with research and development labs, business planning, raising capital, establishing our intellectual property portfolio, generating clinical safety and efficacy data in our selected disease conditions and indications, and developing and expanding our manufacturing processes and capabilities.

We manufacture all of our own product candidates for clinical trials. In 2017, we opened a manufacturing facility comprised of eight clean rooms, two research and development laboratories, and warehouse and storage space. We have supply contracts with multiple third parties for fresh bone marrow, which we use to produce our product candidate for clinical testing and research and development. From time to time, we enter into contract development and manufacturing contracts or arrangements with third parties who seek to utilize our product development capabilities.

Since the time that we became a publicly traded company in February 2021, we have sold 5,442,740 shares of Common Stock through our IPO, a December 2021 private issuance of public equity (PIPE) offering, a September 2023 rights offering, and an October 2023 registered direct offering, warrants to purchase 106,400 shares of Common Stock at an initial exercise price of $12.00 per share issued to the underwriter in our IPO in February 2021, warrants to purchase 1,169,288 shares of Common Stock at an initial exercise price of $17.50 per share in the December 2021 PIPE offering, pre-funded warrants to purchase 59,243 shares of Common Stock at a nominal exercise price of $0.001 per share in an October 2023 registered direct offering, and warrants to purchase 4,848,486 shares of Common Stock at an exercise price of $1.65 per share as well as Placement Agent Warrants to purchase 169,697 shares of Common Stock at an exercise price of $2.0625 per share in an October 2023 private placement concurrent with the registered direct offering, for aggregate gross proceeds of $4.0 million prior to discounts, commissions and other offering expenses. The exercise price of the warrants from the December 2021 PIPE offering were re-set in accordance with their terms upon announcement and in connection with the consummation of the September 2023 rights offering to $5.25 per share.

When appropriate funding opportunities arise, we routinely apply for grant funding to support our ongoing research and since 2016 we have received approximately $16.0 million in grant awards ($11.5 million of which has been directly awarded to us and is recognized as revenue when the performance obligations are met) from the National Institute on Aging (NIA) of the National Institutes of Health (NIH), the National Heart Lung and Blood Institute (NHLBI) of the NIH, the Alzheimer’s Association, and the Maryland Stem Cell Research Fund (MSCRF) of the Maryland Technology Development Corporation, or TEDCO.

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Implication of Being an Emerging Growth Company and Smaller Reporting Company

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year following the fifth anniversary of the completion of our initial public offering, (2) the last day of the fiscal year in which we have total annual gross revenues of at least $1.235 billion, (3) the date on which we are deemed to be a “large accelerated filer” as defined in Rule 12b-212b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would occur if the market value of our Common StockClass A common stock held by non-affiliatesnon-affiliates exceeded $700.0 million as of the last business day of our most recently completed second fiscal quarter or (4) the date on which we have issued more than $1.0 billion in non-convertiblenon-convertible debt securities during the prior three-yearthree-year period. An emerging growth company may take advantage of specified reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. As an emerging

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growth company, we may (i) reduce our executive compensation disclosure; (ii) present only two years of audited financial statements, plus unaudited condensed financial statements for any interim period, and correspondingly reduced. Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure; (iii) avail ourselves of the exemption from the requirement to obtain an attestation and report from our auditors on the assessment of our internal control over financial reporting pursuant to the Sarbanes-OxleySarbanes-Oxley Act of 2002; and (iv) not require stockholder non-bindingnon-binding advisory votes on executive compensation or golden parachute arrangements.

We have availed ourselves in this prospectus of the reduced reporting requirements described above. As a result, the information that we provide stockholders may be less comprehensive than what you might receive from other public companies. When we are no longer deemed to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above. We have elected to avail ourselves of the exemption that allows emerging growth companies to extend the transition period for complying with new or revised financial accounting standards. This election is irrevocable.

We are also currently a “smaller reporting company” as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as our public float is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and our public float is less than $700.0 million measured on the last business day of our second fiscal quarter. In the event that we are still considered a “smaller reporting company,” at such time as we cease being an “emerging growth company,” the disclosure we will be required to provide in our SEC filings will increase but will still be less than it would be if we were not considered either an “emerging growth company” or a “smaller reporting company.” Specifically, similar to “emerging growth companies,” “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-OxleySarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports. Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze our results of operations and financial prospects.

Summary of Clinical Development Strategy

Our core missionstrategy is to become a world-leadingworld-leading regenerative medicine company through the development, approval, and commercialization of novel cell therapy products for unmet medical needs, with a focus on HLHS. Key elements of our current business strategy includeare as follows.

Execution of ELPIS II, a Phase 2 randomized controlled trial set forth in greater detail below, to measure the following:efficacy of Lomecel-B™ in HLHS. This trial is ongoing and is being conducted in collaboration with the National Heart, Lung, and Blood Institute (“NHLBI”) through grants from the NIH.

Continue to pursue the therapeutic potential of Lomecel-B™ in mild AD. We completed a Phase 2a trial, the (“CLEAR MIND Trial”), which demonstrated the potential benefits of Lomecel-B™ over placebo to maintain cognitive function and slow deterioration of brain structure atrophy, with no safety issues observed. Specifically, the safety primary endpoint was met across all study groups and the trial demonstrated a statistical significance in the second CADS endpoint. Overall, in Lomecel-B™ groups, brain magnetic resonance imaging (“MRI”) demonstrated whole brain volume loss slowed accompanied by significant preservation of left hippocampal volume relative to placebo. We plan to continue to analyze the data in order to further develop our clinical development strategy. Our objective is to forge strategic collaborations for the advancement of Lomecel-B™ in addressing AD. We are actively in pursuit of a partnership to propel this initiative forward.

Limited focus on our international program. In line with the Company’s strategic direction for 2024 and moving forward to focus on HLHS and AD as set forth previously, the Company has discontinued its clinical trial in Japan to evaluate Lomecel-B™ for Aging-related Frailty. The Company will continue to enroll patients on the Frailty and Cognitive Impairment registry trials in The Bahamas and plans to also launch an Osteoarthritis registry trial.

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Expand our manufacturing capabilities. We operate a current good manufacturing practice (“cGMP”)-compliant manufacturing facility and produce our own product candidates for testing. We continue to improve and expand our capabilities with the goal of achieving cost-effective manufacturing that may potentially satisfy future commercial demand for potential Lomecel-B™ commercialization for our primary indication, HLHS.

Collaborative arrangements and out-licensing opportunities. We will be opportunistic and consider entering into co-development, out-licensing, or other collaboration agreements for the purpose of eventually commercializing Lomecel-B™ and other products domestically and internationally if appropriate approvals are obtained.

Product candidate development pipeline through internal research and development, and in-licensing. Through our research and development program, and through strategic in-licensing agreements, or other business development arrangements, we intend to actively explore promising potential additions to our pipeline.

Continue to expand our intellectual property portfolio. Our intellectual property is vitally important to our business strategy, and we have taken and continue to take significant steps to develop this property and protect its value. Results from our ongoing research and development efforts are intended to add to our existing intellectual property portfolio.

Clinical Development Pipeline in 2024

We are currently in clinical development of a single product, Lomecel-B™ for three potential indications:

Indication

Execution of ELPIS II, a

Geography

Phase 1

Phase 2 randomized, placebo-controlled trial, to measure the efficacy of Lomecel-B™ in HLHS. This trial is ongoing and is being conducted in collaboration with the NHLBI through grants from the NIH.

Phase 3

HLHS

U.S.

Aging-related Frailty* 

U.S.

Alzheimer’s disease

U.S.

Figure 1: Lomecel-B™ clinical development pipeline

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*Not currently active for 2024

Hypoplastic Left Heart Syndrome (HLHS).    The FDA granted Lomecel-B™ for the treatment of HLHS a Rare Pediatric Disease (“RPD”) Designation (on November 8, 2021), Orphan Drug Designation (“ODD”) (on December 2, 2021), and Fast Track Designation (on August 24, 2022). HLHS is a rare congenital heart condition affecting approximately 1,000 newborns in the US annually. HLHS is a birth defect that affects normal blood flow through the heart. As the baby develops during pregnancy, the left side of the heart does not form correctly. It is one type of congenital heart defect present at birth. Because a baby with this defect needs surgery or other procedures soon after birth, HLHS is considered a critical congenital heart defect. To prevent certain death shortly after birth, these babies undergo a series of three heart surgeries (staged surgical palliation) that converts the normally 4-chamber heart into a 3-chamber one with a single ventricle (the right ventricle) supporting systemic circulation. Despite these life-saving surgeries, HLHS patients nevertheless still have high early mortality and morbidity rates due primarily to heart failure.

We are currently conducting an ongoing Phase 2 clinical trial (ELPIS II) under FDA IND 017677. ELPIS II is a multi-center, randomized, double-blind, controlled clinical trial designed to evaluate Lomecel-B™ as an adjunct therapy to the standard-of-care second-stage HLHS heart reconstructive surgery which is typically performed at 4-6 months after birth. The primary objective is to evaluate change in right ventricular ejection fraction after Lomecel-B™ treatment versus standard-of-care surgery alone (38 subjects total: 19 per arm). This trial is over 50% enrolled and is funded in part by the NHLBI/NIH. While we cannot predict a specific time when the trial will be fully enrolled, the current plan is that enrollment will be completed in 2024.

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ELPIS II is a next-step trial to our completed 10-patient open-label Phase 1 trial (ELPIS I) under the same IND. This Phase 1 trial was designed to evaluate the safety and tolerability of Lomecel-B™ as an adjunct to the second-stage HLHS surgery, and to obtain preliminary evidence of Lomecel-B™ effect to support a next-phase trial. The primary safety endpoint was met: no major adverse cardiac events (“MACE”) or treatment-related infections during the first month post-treatment, and no triggering of stopping rules. Furthermore, fluid-based and imaging biomarker data supported multiple potentially relevant mechanisms-of-action of Lomecel-B™, and the potential to improve post-surgical heart function. In addition to the 12-month follow-up evaluation on ELPIS, we continue to follow these patients on an annual basis. As of February 2024, all 10 patients have survived (100%), seven of the patients have reached the age of five and have successfully undergone the third-stage surgery, and two of them have reached the age of six years old, all without the need for a heart transplantation. Based on historical data, over 15% of patients would be expected to have received a heart transplant or have died within three years after the second-stage surgery, rising to nearly 20% by five years. We intended to continue to follow-up with these patients for up to an additional five years, until all patients reach ten years of age.

We are prosecuting a number of patent applications relating to the administration of mesenchymal stem cells for treating HLHS in Canada, Japan, Taiwan, the United States and the Bahamas, with applications having also been ordered for filing in Australia, China, South Korea, and the European Patent Office.

3Alzheimer’s disease.    AD, a devastating neurologic disease leading to cognitive decline, currently has very limited therapeutic options. An estimated 6.7 million Americans aged 65 and older have AD, and this number is projected to more than double by 2060. Lomecel-B™ treated patients showed an overall slowing/prevention of disease worsening compared to placebo in the completed Phase 2a study (CLEAR MIND) as previously detailed and met its primary endpoint of safety. These results are consistent with those of our earlier Phase I study2. As previously indicated, we are actively in pursuit of a partnership to propel our AD initiative forward.

Aging-related Frailty.    Aging-related Frailty is a life-threatening geriatric condition that disproportionately increases risks for poor clinical outcomes from disease and injury. While the definition of Aging-related Frailty lacks consensus, would be a new indication from a regulatory standpoint, and has no approved pharmaceutical or biologic treatments, there are a number of companies now working to develop potential therapeutics for this unmet medical need.

We have previously completed two U.S. clinical trials under FDA IND 016644. One is a multicenter, randomized, placebo-controlled Phase 2b trial which showed that a single infusion of Lomecel-B™ significantly improved 6-Minute Walk Test (“6MWT”) distance 9 months after infusion (although results were inconclusive at six months after infusion), and also showed a dose-dependent increase in 6MWT distance 6 months after infusion. The second is a multicenter, randomized, placebo-controlled Phase 1/2 trial (“HERA Trial”) intended primarily to evaluate safety, and explore the effect Lomecel-B™ may have on specific biomarkers of immune system function in older, frail individuals receiving the high dose influenza vaccine, as well as to evaluate the potential effects of Lomecel-B™ on signs and symptoms of Aging Frailty. Results from this study showed that Lomecel-B™ was generally safe and well tolerated in patients with Aging-related Frailty. Additionally, hemagglutinin inhibition (“HAI”) assay results in the Lomecel-B™ and placebo groups to influenza were not statistically different, indicating Lomecel-B™ does not suppress the immune system.

Recent Developments

Continue to pursue the therapeutic potential of Lomecel-B™ in mild Alzheimer’s disease. We completed a Phase 2a trial (CLEAR MIND) which demonstrated the potential benefits of Lomecel-B™ over placebo to maintain cognitive function and deterioration of brain structure atrophy, with no safety issues observed. We will continue our analysis of the study (biomarkers, neurocognitive, and quality of life data) which should provide additional valuable information regarding the target engagement and clinical benefits. Once the study data analysis is completed, we will discuss the data with the scientific advisors in order to further develop our clinical development strategy. Our objective is to forge strategic collaborations for the advancement of Lomecel-B™ in addressing Alzheimer’s disease. We are actively in pursuit of a partnership to propel this initiative forward.

Continue developing our international programs. Japan is our first non-U.S. territory in which we are conducting a randomized, double-blinded, placebo-controlled clinical trial to evaluate Lomecel-B™ for Aging-related Frailty. With successful completion of this trial and demonstration of safety, we intend to seek marketing approval under the Act on the Safety of Regenerative Medicine (ASRM). We also intend to explore conditional or full approval in Japan of Lomecel-B™ under the Pharmaceuticals and Medical Devices (PMD) Act for the treatment of Aging-related Frailty in the future, which will be guided by results from this trial and potentially others in our Frailty program. We may also explore other indications in Japan, and potentially pursue Aging-related Frailty and other indications in additional international locations for further development and commercialization. We also continue to successfully enroll in our Frailty and Cognitive Impairment registry trials in The Bahamas, and presently intend to launch an Osteoarthritis registry trial in The Bahamas as well.

Expand our manufacturing capabilities to commercial-scale production. We operate a current good manufacturing practice (“cGMP”)-compliant manufacturing facility and produce our own product candidates for testing. We continue to improve and expand our capabilities with the goal of achieving cost-effective manufacturing that may potentially satisfy future commercial demand for potential Lomecel-B™ commercialization.

Collaborative arrangements and out-licensing opportunities. We will be opportunistic and consider entering into co-development, out-licensing, or other collaboration agreements for the purpose of eventually commercializing Lomecel-B™ and other products domestically and internationally if appropriate approvals are obtained.

Product candidate development pipeline through internal research and development and in-licensing. Through our research and development program, and through strategic in-licensing agreements, or other business development arrangements, we intend to actively explore promising potential additions to our pipeline.

Continue to expand our intellectual property portfolio. Our intellectual property is vitally important to our business strategy, and we take significant steps to develop this property and protect its value. Results from our ongoing research and development efforts are intended to add to our existing intellectual property portfolio.

October 2023 Warrant Private Placement

Offering

On October 11, 2023, we entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional accredited investor (the “Purchaser”) relating to the registered direct offering and sale of an aggregate of 2,365,000 236,500shares of our Class A common stock, par value $0.001 per share (the “Common Stock”) and pre-fundedpre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 59,243 5,925shares of Common Stock (the “Pre-Funded Warrant Shares”)Class A common stock at an exercise price of $0.001 per share, at a purchase price of $1.65$16.50 per share of Common StockClass A common stock and a purchase price of $1.649$16.49 per Pre-Funded Warrantpre-funded warrant (the “Registered Direct Offering”“October registered direct offering”). The shares of Common Stock, Pre-Funded Warrants and Pre-Funded Warrant Sharesequity issued in the Registered Direct OfferingOctober registered

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2Mark Brody, Marc Agronin, Brad J. Herskowitz, Susan Y. Bookheimer, Gary W. Small, Benjamin Hitchinson, Kevin Ramdas, Tyler Wishard, Katalina Fernández McInerney, Bruno Vellas, Felipe Sierra, Zhijie Jiang, Lisa McClain-Moss, Carmen Perez, Ana Fuquay, Savannah Rodriguez, Joshua M. Hare, Anthony A. Oliva Jr., Bernard Baumel. “Results and insights from a phase I clinical trial of Lomecel-B™ for Alzheimer’s disease” (2023) Alzheimer’s & Dementia: The Journal of the Alzheimer’s Association 19:261-273.

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direct offering were offered by us pursuant to a prospectus supplement, dated October 11, 2023, and accompanying prospectus, in connection with a takedown from our shelf registration statement on Form S-3S-3 (File No. 333-264142)333-264142), which was declared effective by the SEC on April 14, 2022. On October 17, 2023, the Pre-Funded Warrantspre-funded warrants were exercised by the Purchaser in full and the Pre-Funded Warrant Sharespre-funded warrant shares were subsequently issued.

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In a concurrent private placement, on October 13, 2023 concurrent with the Registered Direct Offering, we also sold to the Purchaser unregistered Series A Warrantswarrants to purchase up to an aggregate of 2,424,243 242,425shares of our Common StockClass A common stock and unregistered Series B Warrantswarrants to purchase up to an aggregate of 2,424,243 242,425shares of our Common StockClass A common stock (the “Private Placement Warrants”) (the “Private Placement”, and together with the Registered Direct Offering, the “Offerings”“October private placement warrants”). The unregistered Series A Warrantswarrants have an exercise price of $1.65$16.50 per share, will becomebecame exercisable commencing on December 26, 2023, which was the effective date of stockholder approval of the issuance of the shares issuable upon exercise of the Series A Warrants,warrants, and expire on April 13, 2029. The unregistered Series B Warrantswarrants have an exercise price of $1.65$16.50 per share, will becomebecame exercisable commencing on the effective date of stockholder approval of the issuance of the shares issuable upon exercise of the Series B Warrants,December 26, 2023, and expire on April 14, 2025. The Purchaserholder may not exercise any portion of the Private Placement WarrantsOctober private placement warrants to the extent the Purchaserthey would own more than 4.99% of the Company’s outstanding Common StockClass A common stock immediately after exercise. The Purchaser may decrease, or upon at least 61 days’ prior notice

In addition to cash fees, the Company, increase this percentage with respect to eitherplacement agent in the Series A Warrants or the Series B Warrants. In no event shall such beneficial ownership limitation exceed 9.99%.

Pursuant to an engagement letter in connection with the Offerings, dated as of September 28, 2023, and an amendment thereto dated October 11, 2023 (as amended, the “Engagement Letter”), between the Company and H.C. Wainwright & Co., LLC (“Wainwright” or the “placement agent”), we issued to certain designees of Wainwrightoffering received warrants to purchase up to 169,697 16,970shares of Common StockClass A common stock (the “Placement Agent Warrants”“October placement agent warrants”), which representrepresented 7.0% of the aggregate number of shares of Common StockClass A common stock sold in the Registered Direct Offering.October registered direct offering. The Placement Agent WarrantsOctober placement agent warrants have substantially the same terms as the Private Placement Warrants,October private placement warrants, except that the Placement Agent WarrantsOctober placement agent warrants have an exercise price equal to $2.0625,$20.625, or 125% of the offering price per share of Common StockClass A common stock sold in the Registered Direct Offering,October registered direct offering, and the Placement Agent Warrants expire on October 11, 2028. In addition, under the terms of the Engagement Letter,engagement letter with the placement agent, upon any exercise for cash of any Series B Warrantswarrants issued to investors in the Private Placement,October private placement, we will issue to Wainwright,the placement agent, within five (5) business days of the Company’sour receipt of the exercise price for the Series B Warrants,warrants, warrants to purchase 7.0% of the Series B Warrantswarrants that have been exercised.

The shares of Common StockClass A common stock underlying the Private Placement WarrantsOctober private placement warrants and the Placement Agent Warrants (collectively referredOctober placement agent warrants were registered on a Form S-1 resale registration statement declared effective November 21, 2023.

December 2023 Offering

On December 20, 2023, we entered into a securities purchase agreement with an institutional accredited investor relating to hereinthe registered direct offering and sale of an aggregate of 135,531shares of our Class A common stock, par value $0.001 per share, at a purchase price of $17.45 per share of Class A common stock and associated warrant (the “December registered direct offering”). The equity issued in the December registered direct offering were offered by us pursuant to a prospectus supplement, dated October 11, 2023, and accompanying prospectus, in connection with a takedown from our shelf registration statement on Form S-3 (File No. 333-264142), which was declared effective by the SEC on April 14, 2022.

In a concurrent private placement, we also sold unregistered Class A common warrants to purchase up to an aggregate of 135,531shares of our Class A common stock (the “December private placement warrants”). The unregistered December private placement warrants have an exercise price of $16.20 per share, became exercisable on December 22, 2023, and expire on June 22, 2029.

In addition to cash fees, the placement agent in the offering also received warrants to purchase up to 9,488shares of Class A common stock (the “December placement agent warrants” and together with the December private placement warrants, the “December warrants”), which represented 7.0% of the aggregate number of shares of Class A common stock sold in the December registered direct offering. The December placement agent warrants have substantially the same terms as the “Warrants”) are beingDecember private placement warrants, except that the December placement agent warrants have an exercise price equal to $21.813, or 125% of the offering price per share of Class A common stock sold in the December registered direct offering, and expire on the registration statement of which this prospectus forms a part in accordance withDecember 20, 2028.

Pursuant to the terms of the Purchase Agreement.purchase agreement, we agreed that, as soon as practicable (and in any event within 45 calendar days of the date of the purchase agreement), we will file a registration statement on Form S-1 providing for the resale by the purchaser of the shares issued and issuable upon exercise of the December warrants. We referagreed to use commercially reasonable efforts to cause such registration statement to become effective within 120 days following the December 22, 2023 closing date and to keep such registration statement effective at all times until purchaser does not own any December private placement warrants or shares issuable upon exercise thereof.

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2024 Reverse Split and Special Meeting

A special meeting of our stockholders (the “special meeting”), was held on February 21, 2024. At the special meeting, our stockholders approved a proposal to authorize our Board of Directors (the “Board of Directors” or the “Board”), to effect a reverse split (the “2024 Reverse Split”), of our common stock either issued and outstanding or held by the Company as treasury stock, at a ratio to be determined by our Board between one share for every five shares held and one share for every 15shares held with no change in the par value per share. On March 19, 2024, our Board approved a final split ratio of one share for every ten shares held (1:10). Following such approval, we filed a certificate of amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the 2024 Reverse Split, with an effective time of 11:59 p.m., Eastern Time on March 26, 2024. The 2024 Reverse Split will have the effect of reducing the aggregate number of outstanding shares of Class A common stock from 10,295,426 on a pre-reverse split basis to 1,029,543 on a post-reverse split basis and the aggregate number of outstanding shares of Class B common stock from 14,839,993 on a pre-reverse split basis to 1,484,000 on a post-reverse split basis. The number of authorized shares of the Company’s common stock will remain unchanged at 105,000,000shares, consisting of 84,295,000shares of Class A common stock, 15,705,000shares of Class B common stock and 5,000,000shares of Preferred Stock.

Unless otherwise noted, the share numbers, the per share numbers, option numbers, warrant numbers, other derivative security numbers and exercise prices appearing in this prospectus, including those as of dates prior to the completion of the 2024 Reverse Split, have been adjusted to give effect to the 2024 Reverse Split, however, our 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.

Notice from Nasdaq

On March 4, 2024, we received a notice from Nasdaq that our Class A common stock did not meet the $1.00 minimum bid price required for continued listing on the Nasdaq Capital Market (the “Minimum Bid Price Requirement”). The receipt of this letter does not result in the immediate delisting of the Company’s Class A common stock and we have an initial period of 180 calendar days (the “Compliance Period”) to regain compliance with the Minimum Bid Requirement

If, at any time during the Compliance Period the bid price closes at $1.00 or more per share for a minimum of 10 consecutive business days (subject to Staff’s discretion to increase the minimum period to up to 20 consecutive business days under certain conditions), the Staff would provide written notification to the Company that it again complies with the Minimum Bid Price Requirement and the Class A common stock will continue to be eligible for listing on the Nasdaq Capital Market unless other eligibility deficiencies exist. However, if our Class A common stock has a closing bid price of $0.10 or less for ten consecutive trading days during the Compliance Period, Nasdaq can issue a Staff Determination Letter, which, unless appealed, would subject our Class A common shares to immediate suspension and delisting.

If the Company were to not regain compliance with the Minimum Bid Price Requirement by the end of Common Stock underlying the Warrants being registered hereinCompliance Period, the Company could be eligible for an additional 180 calendar day compliance period. To qualify, the Company would be required to meet the continued listing requirements for the market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and would need to provide written notice to Nasdaq of its intention to cure the deficiency during the additional compliance period.

If it appears to the Staff that the Company would not be able to cure the deficiency, the Staff will provide written notice to the Company that its Class A common stock will be subject to delisting. At that time, the Company can appeal the Staff’s delisting determination to a Nasdaq Hearing Panel (the “Panel”). The Company expects that its Class A common stock would remain listed pending the Panel’s decision. There can be no assurance that, if the Company did appeal the Staff’s delisting determination to the Panel, such appeal would be successful.

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In the event of a delisting from the Nasdaq Capital Market, our Class A common stock would likely be traded in the over-the-counter inter-dealer quotation system, more commonly known as the “Registered Securities.”OTC. OTC transactions involve risks in addition to those associated with transactions in securities traded on the securities exchanges, such as the Nasdaq Capital Market, or Exchange-listed stocks. Many OTC stocks trade less frequently and in smaller volumes than Exchange-listed stocks. Accordingly, our Class A common stock would be less liquid than it would be otherwise. Also, the prices of OTC stocks are often more volatile than Exchange-listed stocks. Additionally, many institutional investors are prohibited from investing in OTC stocks, and it might be more challenging to raise capital when needed.

Risks of Investing

Investing in our securities involves substantial risks. Potential investors are urged to read and consider the risk factors relating to an investment in the offered securities set forth under “Risk Factors” in this prospectus as well as other information we include in this prospectus.

Corporate Information

We were initially formed as a Delaware limited liability company in October 2014. As part of our initial public offering (“IPO”) in February 2021, Longeveron LLC converted into a Delaware corporation pursuant to a statutory conversion, and changed its name to Longeveron Inc. Additional information about us is included in documents incorporated by reference in this prospectus. See “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” Our principal executive offices are located at 1951 NW 7th7th Avenue, Suite 520, Miami, Florida 33136, and our telephone number is (305) 909-0840.909-0840. Our website address is www.longeveron.com.www.longeveron.com. The information contained in, or accessible through, our website does not constitute a part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.

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THE OFFERING

Issuer

Common stock offered by us

Longeveron Inc.
 

Up to Securities Offered by Selling Stockholder:

shares of our Class A common stock and Class A common warrants to purchase up to    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 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 the resale by the Selling Stockholders named in this prospectus, or their pledgees, assignees, distributees and successors-in-interest of an aggregate of 5,018,183up to            shares of Common StockClass A common stock issuable upon exercise of the PrivateClass A common warrants and the Placement Agent Warrants heldpursuant to this prospectus.

Pre-funded warrants offered by us

We are also offering to those purchasers, if any, whose purchase of the Selling Stockholders,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 which (i) upthe purchaser, 9.99%) of our outstanding Class A common stock immediately following consummation of this offering, the opportunity to 2,424,243 shares are issuable uponpurchase, 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 Series A Warrants issuedpre-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 Purchaser upon the closingregistration statement that includes this prospectus.

Class A common warrants to be offered by us

Each share of our 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             share of our Class A common stock. Each Class A common warrant will have an exercise price of $            per share (representing            % of the Private Placement; (ii) upprice at which a share of common stock and accompanying Class A common warrant are sold to 2,424,243 shares are issuable upon the exercisepublic in this offering), will be immediately exercisable and will expire on the             anniversary of the Series B Warrantsoriginal 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 Purchaser upon the closingoffering of the Private Placement; and (iii) 169,697 shares areof Class A common stock issuable upon exercise of the Placement Agent Warrants issuedClass A common warrants.

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Common stock to Wainwright, or its designees, pursuant to the termsbe outstanding after this offering(1)

shares of Class A common stock, assuming no sale of any pre-funded warrants and no exercise of the Engagement Letter.Class A common warrants being offered in this offering. 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 $ per share and accompanying common stock purchase warrant, which was the closing price of our Class A common stock on the Nasdaq Capital Market on     , 2024, after deducting placement agent fees and estimated offering expenses, will be approximately $   million, assuming we sell only shares of Class A common stock and no pre-funded warrants and assuming no exercise of the warrants.

  
Shares

We are conducting this offering to provide funding for our ongoing clinical and regulatory development of Common Stock Outstanding Prior toLomecel-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(1):

8,895,574 shares as of November 13, 2023offering.

Nasdaq Capital Market Symbol for Class A common stock

 
Shares


LGVN

We do not intend to apply for the listing of Common Stock Outstanding assuming exercisethe 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 all Warrants(1):the pre-funded

13,913,757 shares warrants and Class A common warrants will be limited.

Lock-up Agreements

 
Shares

The Company and our directors and officers have agreed with the placement agent, subject to certain exceptions, not to sell, transfer or dispose of, Class B Common Stock Outstanding

14,855,539 shares
Terms of the OfferingThe Selling Stockholders will determine when and how they will sell the Common Stock offered in this prospectus, as described in the section of this prospectus titled “Plan of Distribution” on page 12.
Use of Proceeds:The Selling Stockholders will receive the proceeds from the sale of the shares of Common Stock offered hereby. We will not receivedirectly or indirectly, any proceeds from the sale of the shares of Common Stock. However, we may receive proceeds in the aggregate amount of up to approximately $8.3 million if all of the Warrants are exercised for cash. SeeUse of Proceeds” on page 10 of this prospectus.

Voting Rights:Shares of Common Stock are entitled to one (1) vote per share. Shares of Class B Common Stock are entitled to five (5) votes per share. Holders of our Common Stock and Class B Common Stock generally vote together as a single class, unless otherwise required by law or our certificate of incorporation (the “Certificate of Incorporation”). Each share of our Class B Common Stock isA common stock or securities convertible into one shareor exercisable or exchangeable for our Class A common stock for a period of our Common Stock at any time and converts automatically upon certain transfers. The Common Stock is not convertible into Class B Common Stock.days after the closing of this offering. See “Plan of Distribution” for more information.

Dividend Policy:We have never declared or paid any dividends to the holders of our Common Stock, and we do not expect to pay cash dividends in the foreseeable future. We currently intend to retain any earnings for use in connection with the operation of our business and for general corporate purposes.
Risk Factors:Since our inception, we have incurred substantial losses. We will need additional funding (including the funding which may be received pursuant to a cash exercise of all the Warrants described in this prospectus) to remain a going concern, maintain operations, and to continue our current and planned clinical trial activity. Our business and our ability to execute our business strategy are subject to a number of risks of which you should be aware before you decide to buy our securities. In particular, you should carefully consider all of the risks which are discussed more fully in “

Risk Factors” beginning on page 9 of this prospectus and those incorporated by reference from our filings with the SEC.

Nasdaq Capital Market Symbol:LGVN

(1)The number of shares of Common Stock outstanding before and after this offering is based on 8,895,574 shares of Common Stock and 14,855,539 shares of Class B Common Stock outstanding as of November 13, 2023, and excludes:

6,289,582 shares issuable upon the exercise of outstanding warrants at a weighted average exercise price as of November 13, 2023 of $2.54 per share;
 
122,143 shares issuable upon the vesting

Investing in our securities involves a high degree of RSUs under the Company’s 2021 Incentive Award Plan;

125,000 shares issuable upon the vesting of Performance Share Units (PSUs) under the Company’s 2021 Incentive Award Plan; and
373,655 stock options outstanding with an average exercise price as of November 12, 2023 of $6.03 issuable under the Company’s 2021 Incentive Award Plan.risk. See “Risk Factors” for important information.

____________

(1)The number of shares of Class A common stock to be outstanding after this offering is based on 1,029,461shares of Class A common stock and 1,484,000shares of Class B common stock outstanding as of February 23, 2024 (as adjusted for the 2024 Reverse Split and subject to adjustment based on issuances of additional shares as applicable due to the rounding up of fractional shares resulting from the 2024 Reverse Split), and excludes:

5,534 shares of Class A common stock issuable upon exercise of outstanding warrants at an exercise price of $120.00 per share;

116,929 shares of Class A common stock issuable upon the exercise of outstanding warrants at an exercise price of $52.50 per share;

4,678 shares of Class A common stock issuable upon the exercise of outstanding warrants at an exercise price of $175.00 per share;

484,850 shares of Class A common stock issuable upon exercise of outstanding October private placement warrants at an exercise price of $16.50 per share;

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616,970 shares of Class A common stock issuable upon exercise of outstanding October placement agent warrants at an exercise price of $20.625 per share;

135,531 shares of Class A common stock issuable upon the exercise of outstanding December private placement warrants at an exercise price of $16.20 per share;

9,488 shares of Class A common stock issuable upon the exercise of outstanding December placement agent warrants at an exercise price of $21.813 per share;

8,059 shares issuable upon the vesting of RSUs under the Company’s 2021 Incentive Award Plan;

12,500 shares issuable upon the vesting of Performance Share Units (PSUs) under the Company’s 2021 Incentive Award Plan; and

42,191 stock options outstanding with an average exercise price as of February 23, 2024 of $48.60 issuable under the Company’s 2021 Incentive Award Plan.

Unless otherwise indicated, all information in this prospectus supplement assumes (i) no exercise of outstanding options or warrants, (ii) no exercise of the Class A common warrants to be sold in this offering or the Placement Agent Warrants to purchaseshares at an exercise price of $   per share to be issued as compensation to the placement agent (or its designees) in connection this offering, and (iii) the exercise for cash of all pre-funded warrants issued in this offering.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

In this document, the terms “Longeveron,” “Company,” “Registrant,” “we,” “us,” and “our” refer to Longeveron Inc. we have no subsidiaries.

This prospectus contains forward-lookingforward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that reflect our current expectations about our future results, performance, prospects and opportunities. Such forward-lookingforward-looking statements can involve substantial risks and uncertainties. All statements other than statements of historical facts contained herein, including statements regarding our future results of operations and financial position, business strategy, prospective products, product approvals, research and development costs, future revenue, timing and likelihood of success, plans and objectives of management for future operations, future results of anticipated products and prospects, plans and objectives of management are forward-lookingforward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-lookingforward-looking statements.

In some cases, you can identify forward-lookingforward-looking statements by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these terms or other similar expressions, although not all forward-lookingforward-looking statements contain these words. Forward-lookingFactors that could cause actual results to differ materially from those expressed or implied in any forward-looking statements contained in this prospectus include, but are not limited to, statements about:

the ability of our clinical trials to demonstrate the safety and efficacy of our product candidates, and other positive results;

        our cash position and need to raise additional capital, the difficulties we may face in obtaining access to capital, and the dilutive impact it may have on our investors;

the timing and focus of our ongoing and future preclinical studies and clinical trials, and the reporting of data from those studies and trials;

        our financial performance, ability to continue as a going concern and ability to regain compliance and remain listed on the Nasdaq Capital Market;

the size of the market opportunity for our product candidates, including our estimates of the number of patients who suffer from the diseases we are targeting;

        the period over which we estimate our existing cash and cash equivalents will be sufficient to fund our future operating expenses and capital expenditure requirements;

the success of competing therapies that are or may become available;

        the ability of our clinical trials to demonstrate safety and efficacy of our product candidates, and other positive results;

the beneficial characteristics, safety, efficacy, and therapeutic effects of our product candidates;

        the timing and focus of our ongoing and future preclinical studies and clinical trials, and the reporting of data from those studies and trials;

our ability to obtain and maintain regulatory approval of our product candidates in the U.S., Japan, The Bahamas, and other jurisdictions;

        the size of the market opportunity for our product candidates, including our estimates of the number of patients who suffer from the diseases we are targeting;

our plans relating to the further development of our product candidates, including additional disease states or indications we may pursue;

        the success of competing therapies that are or may become available;

our plans and ability to obtain or protect intellectual property rights, including extensions of existing patent terms where available and our ability to avoid infringing the intellectual property rights of others;

        the beneficial characteristics, safety, efficacy and therapeutic effects of our product candidates;

the need to hire additional personnel and our ability to attract and retain such personnel;

        our ability to obtain and maintain regulatory approval of our product candidates in the U.S., Japan, The Bahamas, and other jurisdictions;

our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;

        our plans relating to the further development of our product candidates, including additional disease states or indications we may pursue;

our need to raise additional capital, the difficulties we may face in obtaining access to capital, and the dilutive impact it may have on our investors;

        our plans and ability to obtain or protect intellectual property rights, including extensions of existing patent terms where available and our ability to avoid infringing the intellectual property rights of others;

our financial performance and ability to continue as a going concern; and

        the need to hire additional personnel and our ability to attract and retain such personnel; and

the period over which we estimate our existing cash and cash equivalents will be sufficient to fund our future operating expenses and capital expenditure requirements.

        our estimates regarding expenses, future revenue, capital requirements and needs for additional financing.

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We have based these forward-lookingforward-looking statements largely on our current expectations and projections about our business, the industry in which we operate and financial trends that we believe may affect our business, financial condition, results of operations and prospects, and these forward-lookingforward-looking statements are not guarantees of future performance or development. These forward-lookingforward-looking statements speak only as of the date of this prospectus and are subject to a number of risks, uncertainties and assumptions described in the section titled “Risk Factors” and elsewhere in this prospectus. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for management to predict all risk factors, nor can we assess the impact of all risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Because forward-lookingforward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-lookingforward-looking statements as predictions of future events. The events and circumstances reflected in our forward-lookingforward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-lookingforward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-lookingforward-looking statements contained herein, whether as a result of any new information, future events or otherwise.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.

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INDUSTRY AND MARKET DATA

This prospectus includes industry data and forecasts that we obtained from industry publications and surveys, public filings, and internal company sources. Industry publications and surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of the included information. Statements as to our market position and market estimates are based on independent industry publications, government publications, third party forecasts, management’s estimates and assumptions about our markets and our internal research. While we are not aware of any misstatements regarding the market, industry or similar data presented herein, such data involve risks and uncertainties and are subject to change based on various factors, including those discussed under the headings “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in this prospectus.

RISK FACTORS

Investing in our securities involves a high degree of risk. You should consider and read carefully all of the risks and uncertainties under the heading “Risk Factors” in our most recent Annual Report on Form 10-K, as updated by our subsequently filed Quarterly Reports on Form 10-Q, each of which are incorporated by reference in this prospectus,described below, as well as risk factors and other information contained in this prospectus and which is incorporated by reference in this prospectus and any prospectus supplement,our most recent Annual Report on Form 10-K, before making an investment decision with respect to our securities, including the Registered Securities.securities. The occurrence of any of the following risks or those risks,incorporated by reference, or additional risks and uncertainties not presently known to us or that we currently believe to be immaterial could materially and adversely affect our business, financial condition, results of operations or cash flows. In any such case, the tradingmarket price of our Common StockClass A common stock could decline, and you maycould lose all or part of your investment. This prospectus also contains forward-lookingforward-looking statements and estimates that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in the forward-lookingthese forward-looking statements as a result of specificcertain factors, including the risks and uncertainties described below and those incorporated by referencereference.

Risks Related to This Offering

Purchasers who purchase our securities in this offering pursuant to a securities purchase agreement may have rights not available to purchasers that purchase without the benefit of a securities purchase agreement.

In addition to rights and remedies available to all purchasers in this offering under federal securities and state law, the purchasers that enter into a securities purchase agreement will also be able to bring claims of breach of contract against us. The ability to pursue a claim for breach of contract provides those investors with the means to enforce the covenants uniquely available to them under the securities purchase agreement including: (i) timely delivery of shares; (ii) agreement to not enter into variable rate financings forfrom closing, subject to certain exceptions; (iii) agreement to not enter into any financings for   from closing; and (iv) indemnification for breach of contract.

This is a best efforts offering, with no minimum amount of securities is required to be sold, and we may not raise the amount of capital we believe is required for our business plans, including our near-term business plans, nor will investors in this offering receive a refund in the event that we do not sell an amount of securities sufficient to pursue the business goals outlined in this prospectus.

The placement agent has agreed to use its reasonable best efforts to solicit offers to purchase the securities in this offering. The placement agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of the securities. We may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to support our business goals and continued operations, including our near-term continued operations. Thus, we may not raise the amount of capital we believe is required for our operations in the short-term and may need to raise additional funds to complete such short-term operations. Such additional capital may not be available or available on terms acceptable to us, or at all.

There is no required minimum number of securities that must be sold as a condition to completion of this offering, and we have not, nor will we, establish an escrow account in connection with this offering. Because there is no minimum offering amount required as a condition to the closing of this offering, the actual offering amount, placement agent fees and proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth herein. Because there is no escrow account and no minimum offering amount, investors could be in a position where they have invested in us, but we are unable to fulfill our objectives due to a lack of interest in this offering. Further, because there is no escrow account in operation and no minimum investment amount, any proceeds from the sale of securities offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan. Investor funds will not be returned under any circumstances whether during or after the offering.

We have broad discretion in how we use the net proceeds of this offering, and we may not use these proceeds effectively or in ways with which you agree.

Our management will have broad discretion as to the application of the net proceeds of this offering and could use them for purposes other than those contemplated at the time of the offering. We intend to use the net proceeds, if any, from this offering to provide funding for our ongoing clinical and regulatory development of Lomecel-B™ for the

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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. Our stockholders may not agree with the manner in which our management chooses to allocate and spend the net proceeds. Moreover, our management may use the net proceeds for corporate purposes that may not increase the market price of our Class A common stock or other securities. See the section of this prospectus titled “Where You Can Find More InformationUse of Proceeds.”

Raising additional capital may cause future dilution to our stockholders, restrict our operations or require us to relinquish rights to our technologies or current product candidates.

Until such time, if ever, as we can generate the cash we need from operations, we expect to finance our cash needs through a combination of private and public equity offerings, debt financings, collaborations, strategic alliances and marketing, distribution or licensing arrangements. We do not currently have any committed external source of funds and in order to raise additional capital, we may offer and issue additional shares of our common stock or other securities convertible into or exchangeable for our common stock in the future. We are generally not restricted from issuing additional securities, including shares of common stock, securities that are convertible into or exchangeable for, or that represent the right to receive, common stock or substantially similar securities. The issuance of securities in future offerings may cause further dilution to our stockholders, including investors in this offering. We cannot assure you that we will be able to sell shares or other securities in any other offering at a price per share that is equal to or greater than the price per share paid by investors in this offering, and investors purchasing other securities in the future could have rights superior to existing stockholders. To the extent that we raise additional capital through the sale of Class A common stock or securities convertible into or exchangeable for Class A common stock, the ownership interest of our shareholders will be diluted, and the terms of these new securities may include liquidation or other preferences that materially adversely affect the rights of our shareholders. Debt financing, if available, would increase our fixed payment obligations and may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends.

DIVIDEND POLICYIf we raise funds through collaborations, strategic alliances or marketing, distribution or licensing arrangements with third-parties, we may have to relinquish valuable rights to our intellectual property, future revenue streams, research programs or current or future product candidates or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds when needed, we may be required to delay, scale back or discontinue the development and commercialization of one or more of our product candidates, delay our pursuit of potential licenses or acquisitions, or grant rights to develop and market current or future therapeutic candidates that we would otherwise prefer to develop and market ourselves.

In addition, we have a significant number of stock options, restricted stock units and warrants outstanding. To the extent that outstanding stock options or warrants have been or may be exercised or other shares issued, you may experience further dilution.

A substantial number of shares of our Class A common stock are being sold in this offering, which could cause the price of our Class A common stock to decline.

In this offering we are selling up to shares of Class A common stock. In addition, we are also selling Class A common warrants to purchase up to     shares of Class A common stock. In the aggregate, the maximum shares that could be issued in this offering represent approximately    % of our outstanding Class A common stock and Class B common stock as of   , 2024, after giving effect to this offering. This sale and any future sales of a substantial number of shares of our Class A common stock in the public market, or the perception that such sales may occur, could adversely affect the price of our Class A common stock on the Nasdaq Capital Market. We cannot predict the effect, if any, that market sales of those shares of Class A common stock or the availability of those shares of Class A common stock for sale will have on the market price of our Class A common stock.

We do not currently intend to pay dividends on our Class A common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation of the value of our Class A common stock.

We have never declared noror paid any cash dividends andon our equity securities. We currently intend toanticipate that we will retain all our cash and anyfuture earnings for use inthe development, operation and expansion of our business and therefore, do not anticipate declaring or paying any cash dividends infor the foreseeable future. Any return to stockholders will therefore be limited to any appreciation in the value of our Class A common stock, which is not certain.

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The price of our Class A common stock may be volatile or may decline regardless of our operating performance, and shareholders may not be able to resell their shares at or above the price at which they purchase those shares.

Trading volume in shares of our Class A common stock on the Nasdaq Capital Market has been limited. You may not be able to sell your shares quickly or at the market price if trading in shares of our Class A common stock is not active. An active or liquid market in our Class A common stock may not develop or, if it does develop, it may not sustain. As a result of these and other factors, shareholders may not be able to resell their shares of our Class A common stock at or above the price at which they purchase those shares in this offering.

Further, an inactive market may also impair our ability to raise capital by selling shares of our Class A common stock and may impair our ability to enter into strategic collaborations or acquire companies or products by using our shares of Class A common stock as consideration.

If you purchase our securities in this offering, you may incur immediate and substantial dilution in the book value of your shares of Class A common stock.

You may suffer immediate and substantial dilution in the net tangible book value of the Class A common stock you purchase in this offering. Based on the assumed public offering price of $ per share and accompanying Class A common warrant, the last reported price of our Class A common stock on the Nasdaq Capital Market on     , 2024, we estimate our as adjusted net tangible book value per share after this offering will be $    . As a result, purchasers of securities in this offering will experience an immediate increase of $   per share in net tangible book value of the Class A common stock. See the section of this prospectus titled “Dilution” for a more detailed description of these factors.

There is no public market for any pre-funded warrants or the Class A common warrants sold in this offering.

There is no established public trading market for the pre-funded warrants or Class A common warrants being sold in this offering. We will not list the pre-funded warrants or Class A common warrants on any securities exchange or nationally recognized trading system, including the Nasdaq Capital Market. Therefore, we do not expect a market to ever develop for the pre-funded warrants or Class A common warrants. Without an active market, the liquidity of the pre-funded warrants and Class A common warrants will be limited.

The pre-funded warrants and Class A common warrants are speculative in nature. Holders of the pre-funded warrants and the Class A common warrants offered hereby will have no rights as common stockholders with respect to the shares our Class A common stock underlying such warrants until such holders exercise their warrants and acquire our Class A common stock, except as otherwise provided in the pre-funded warrants and the Class A common warrants.

The pre-funded warrants and Class A common warrants do not confer any rights of Class A common stock ownership on their holders, such as voting rights or the right to receive dividends, but merely represent the right to acquire shares of Class A common stock at a fixed price. Commencing on the date of issuance, holders of pre-funded warrants and Class A common warrants may exercise their right to acquire the underlying Class A common stock and pay the respective stated warrant exercise price per share. Following this offering, the market value of the Class A common warrants is uncertain and there can be no assurance that the market value of the Class A common warrants, if any, will equal or exceed their public offering prices. There can be no assurance that the market price of the shares of Class A common stock will ever equal or exceed the exercise price of the Class A common warrants, and consequently, whether it will ever be profitable for holders of Class A common warrants to exercise the Class A common warrants.

Until holders of pre-funded warrants and Class A common warrants acquire shares of our Class A common stock upon exercise thereof, holders of such pre-funded warrants and Class A common warrants will have no rights with respect to shares of our Class A common stock, except as provided in the pre-funded warrants and Class A common warrants, respectively. Upon exercise of the pre-funded warrants and Class A common warrants, such holders will be entitled to the rights of a Class A common stockholder only as to matters for which the record date occurs after the exercise date.

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Resales of our shares of Class A common stock in the public market by our stockholders as a result of this offering may cause the market price of our shares of Class A common stock to fall.

We are registeringshares of Class A common stock, as well as   shares of Class A common stock, in the aggregate, issuable upon the exercise of the pre-funded warrants and the Class A common warrants offered under this prospectus. Sales of substantial amounts of our shares of Class A common stock in the public market, or the perception that such sales might occur, could adversely affect the market price of our shares of Class A common stock. The issuance of new shares of Class A common stock could result in resales of our shares of Class A common stock by our current shareholders concerned about the potential ownership dilution of their holdings. Furthermore, in the future, we may issue additional shares of Class A common stock or other equity or debt securities exercisable or convertible into shares of common stock. Any such issuance could result in substantial dilution to our existing shareholders and could cause our stock price to decline.

Risks Related to Our Class A Common Stock and the Securities Market

The price of our Class A common stock has been, and may continue to be, volatile, which could result in substantial or total losses for investors.

The trading price of our Class A common stock has been, and may continue to be, highly volatile and subject to wide fluctuations in response to various factors, some of which we cannot control. The stock market in general, and pharmaceutical and biotechnology companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies.

Broad market and industry factors may negatively affect the market price of our Class A common stock, regardless of our actual operating performance. In addition to the factors discussed in this “Risk Factors” section and elsewhere in this prospectus, these factors include:

the timing and results, or perception of the results, of preclinical studies and clinical trials of our product candidates or those of our competitors;

the success of competitive products or announcements by potential competitors of their product development efforts;

regulatory actions with respect to our or our competitors’ product candidates or approved products;

actual or anticipated changes in our growth rate relative to our competitors;

regulatory or legal developments in the U.S. and other countries;

developments or disputes concerning patent applications, issued patents or other proprietary rights;

the recruitment or departure of key personnel;

announcements by us or our competitors of significant acquisitions, strategic collaborations, joint ventures, or capital commitments;

actual or anticipated changes in estimates as to financial results, development timelines or recommendations by securities analysts;

fluctuations in the valuation of companies perceived by investors to be comparable to us;

market conditions in the pharmaceutical and biotechnology sector;

changes in the structure of healthcare payment systems;

Class A common stock price and volume fluctuations attributable to inconsistent trading volume levels of our Class A common stock;

announcement or expectation of additional financing efforts;

sales of our Class A common stock by us, our insiders or our other stockholders;

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expiration of market stand-off or lock-up agreements; and

general economic, industry and market conditions.

The realization of any of the above risks or any of a broad range of other risks, including those described in this “Risk Factors” section, could have a dramatic and adverse impact on the market price of our Class A common stock. Additionally, in the past, securities class action litigation has often been instituted against companies following periods of volatility in the market price of a company’s securities. This type of litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources.

There may not be sufficient liquidity in the market for our securities in order for investors to sell their shares.

We are a small company that is relatively unknown to stock analysts, stockbrokers, institutional investors and others in the investment community that generate or influence sales volume, and even if we came to the attention of such persons, they tend to be risk-averse and may be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. There may be periods of several days or more when trading activity in our shares is minimal as compared to a mature issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. It is possible that a broader or more active public trading market for our common stock will not develop or be sustained, or that trading levels will not continue. These factors may materially adversely affect the market price of our Class A common stock, regardless of our performance.

We will need to raise substantial additional funding. If we are unable to raise capital when needed, we could be forced to delay, scale back or discontinue some of our therapeutic candidate development programs or commercialization efforts.

The development of pharmaceutical drugs is capital intensive. We are currently advancing Lomecel-BTM into clinical development. Our current cash resources are insufficient to fund our planned operations or development plans beyond the beginning of the second quarter of 2024. We will require additional funds to advance further. If we are capital constrained, we may not be able to meet our obligations. If we are unable to meet our obligations, or we experience a disruption in our cash flows, it could limit or halt our ability to continue to develop our current product candidate or even to continue operations, either of which occurrence would have a material adverse effect on us.

We expect our expenses to continue to increase in connection with our ongoing activities, particularly as we continue the research and development of, advance the preclinical and clinical activities of, and seek marketing approval for, our current product candidate. In addition, if we obtain marketing approval for any of our current or future product candidates, we expect to incur significant commercialization expenses related to sales, marketing, manufacturing and distribution. We may also need to raise additional funds sooner if we choose to pursue additional indications and/or geographies for our current product candidate or otherwise expand more rapidly than we presently anticipate. Furthermore, we expect to continue to incur significant costs associated with operating as a public company. If we are unable to raise capital when needed, we could be forced to delay, scale back or discontinue the development and commercialization of one or more of our therapeutic candidates, delay our pursuit of potential licenses or acquisitions, or significantly reduce our operations.

We expect that the net proceeds from recent offerings, together with our existing cash, will be sufficient to fund our operations only for various amounts of time in 2024 depending on the amount of net proceeds we obtain. Our future capital requirements will depend on and could increase significantly as a result of many factors, including:

the scope, progress, results and costs of drug discovery, preclinical development, laboratory testing and clinical trials for our current or future therapeutic candidates;

the potential additional expenses attributable to adjusting our development plans (including any supply-related matters) to the COVID-19 pandemic;

the scope, prioritization and number of our research and development programs;

the costs, timing and outcome of regulatory review of our current or future therapeutic candidates;

our ability to establish and maintain collaborations on favorable terms, if at all;

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the achievement of milestones or occurrence of other developments that trigger payments under any additional collaboration agreements we obtain;

the extent to which we are obligated to reimburse, or are entitled to reimbursement of, clinical trial costs under future collaboration agreements, if any;

the costs of preparing, filing and prosecuting patent applications, maintaining and enforcing our intellectual property rights and defending intellectual property-related claims;

the extent to which we acquire or license other current or future therapeutic candidates and technologies;

the costs of securing manufacturing arrangements for commercial production; and

the costs of establishing or contracting for sales and marketing capabilities if we obtain regulatory approvals to market our current or future therapeutic candidates.

Identifying potential current or future product candidates and conducting preclinical testing and clinical trials is a time-consuming, expensive and uncertain process that takes years to complete, and we may never generate the necessary data or results required to obtain marketing approval and achieve drug sales.

In addition, our current or future product candidates, if approved, may not achieve commercial success. Our commercial revenues, if any, will be derived from sales of drugs that we do not expect to be commercially available for many years, if ever. Accordingly, we will need to continue to rely on additional funding to achieve our business objectives.

Any additional fundraising efforts may divert our management from their day-to-day activities, which may adversely affect our ability to develop and commercialize our current or future therapeutic candidates.

Disruptions in the financial markets in general have made equity and debt financing more difficult to obtain and may have a material adverse effect on our ability to meet our fundraising needs. We cannot guarantee that future financing will be available in sufficient amounts or on terms favorable to us, if at all. Moreover, the terms of any financing may adversely affect the holdings or the rights of our stockholders and the issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the market price of our Class A common stock to decline. The sale of additional equity or convertible securities would dilute all of our stockholders. The incurrence of indebtedness could result in fixed payment obligations, and we may be required to agree to certain restrictive covenants, such as limitations on our ability to incur additional debt, limitations on our ability to acquire, sell or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business. We could also be required to seek funds through arrangements with collaborators or otherwise at an earlier stage than otherwise would be desirable and we may be required to relinquish rights to some of our technologies or current or future therapeutic candidates or otherwise agree to terms unfavorable to us, any of which may have a material adverse effect on our business, operating results and prospects.

If we are unable to obtain funding on a timely basis, we may be required to significantly delay, scale back or discontinue one or more of our research or development programs or the commercialization of any therapeutic candidates or be unable to expand our operations or otherwise capitalize on our business opportunities, as desired, which could materially affect our business, financial condition and results of operations.

We have received notice from Nasdaq that the price of our Class A common stock does not satisfy the price minimum required for the continued listing of our Class A common stock on the Nasdaq Capital Market. While we have an opportunity to cure this non-compliance, the loss of the listing of our Class A common stock on the Nasdaq Capital Market would in all likelihood result in significantly less liquidity for our Class A common stock and adversely affect its value.

On March 4, 2024, we received a notice from Nasdaq that our Class A common stock did not meet the $1.00 minimum bid price required for continued listing on the Nasdaq Capital Market (the “Minimum Bid Price Requirement”). The receipt of this letter does not result in the immediate delisting of the Company’s Class A common stock, and we have an initial period of 180 calendar days (the “Compliance Period”) to regain compliance with the Minimum Bid Price Requirement.

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If, at any time during the Compliance Period the bid price closes at $1.00 or more per share for a minimum of 10 consecutive business days (subject to Staff’s discretion to increase the minimum period to up to 20 consecutive business days under certain conditions), the Staff would provide written notification to the Company that it again complies with the Minimum Bid Price Requirement and the Class A common stock will continue to be eligible for listing on the Nasdaq Capital Market unless other eligibility deficiencies exist. However, if our Class A common stock has a closing bid price of $0.10 or less for ten consecutive trading days during the Compliance Period, Nasdaq can issue a Staff Determination Letter, which, unless appealed, would subject our Class A common shares to immediate suspension and delisting. On February 21, 2024, at a special meeting of our stockholders, our stockholders approved a reverse stock split of our common stock at a ratio, ranging from 1:5 to 1:15, with the actual ratio to be determined by our Board of Directors. On March 19, 2024, our Board of Directors approved a final split ratio of 1:10. Following such approval, we filed a certificate of amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the 2024 Reverse Split, with an effective time of 11:59, p.m., Eastern Time on March 26, 2024. The liquidity of the shares of our Class A common stock may be affected adversely by the 2024 Reverse Split undertaken to address this Minimum Bid Price Requirement compliance failure, given the reduced number of shares that will be outstanding following the 2024 Reverse Split. In addition, the 2024 Reverse Split may increase the number of stockholders who own odd lots (less than 100shares) of our Class A common stock, creating the potential for such stockholders to experience an increase in the cost of selling shares and greater difficulty effecting such sales.

If the Company were to not regain compliance with the Minimum Bid Price Requirement by the end of the Compliance Period, the Company could be eligible for an additional 180 calendar day compliance period. To qualify, the Company would be required to meet the continued listing requirements for the market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and would need to provide written notice to Nasdaq of its intention to cure the deficiency during the additional compliance period.

If it appears to the Staff that the Company would not be able to cure the deficiency, the Staff will provide written notice to the Company that its Class A common stock will be subject to delisting. At that time, the Company can appeal the Staff’s delisting determination to pay cash dividendsa Nasdaq Hearing Panel (the “Panel”). The Company expects that its Class A common stock would remain listed pending the Panel’s decision. There can be no assurance that, if the Company did appeal the Staff’s delisting determination to the Panel, such appeal would be successful.

In the event of a delisting from the Nasdaq Capital Market, our Class A common stock would likely be traded in the over-the-counter inter-dealer quotation system, more commonly known as the OTC. OTC transactions involve risks in addition to those associated with transactions in securities traded on the securities exchanges, such as the Nasdaq Capital Market, or Exchange-listed stocks. Many OTC stocks trade less frequently and in smaller volumes than Exchange-listed stocks. Accordingly, our Class A common stock would be less liquid than it would be otherwise. Also, the prices of OTC stocks are often more volatile than Exchange-listed stocks. Additionally, many institutional investors are prohibited from investing in OTC stocks, and it might be more challenging to raise capital when needed.

The primary intent for the 2024 Reverse Split is an anticipated increase in the price of our Class A common stock immediately following and resulting from a reverse stock split due to a reduction in the number of issued and outstanding shares of our common stock to help us meet the Minimum Bid Price Requirement. It cannot be assured that the 2024 Reverse Split will result in any sustained proportionate increase in the market price of our Class A common stock, which is dependent upon many factors, including the business and financial performance of the company, general market conditions, and prospects for future success, which are unrelated to the number of shares of our common stock outstanding. It is not uncommon for the market price of a company’s common stock to decline in the period following a reverse stock split.

Our reverse stock split may decrease the liquidity of the shares of our Class A common stock.

On February 21, 2024, at the special meeting, our stockholders approved a reverse stock split of our common stock at a ratio, ranging from 1:5 to 1:15, with the actual ratio to be determined by our Board of Directors. On March 19, 2024, our Board of Directors approved a final split ratio of 1:10 to regain compliance with the Minimum Bid Price Requirement prior to the offering described in this prospectus, with such split being effective on March 26, 2024 at 11:59 Eastern Time. The liquidity of the shares of our Class A common stock may be affected adversely by the 2024 Reverse Split given the reduced number of shares that will be atoutstanding following the discretion2024 Reverse Split. In

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addition, the 2024 Reverse Split will increase the number of stockholders who own odd lots (less than 100shares) of our Class A common stock, creating the potential for such stockholders to experience an increase in the cost of selling their shares and greater difficulty effecting such sales.

Following a reverse stock split, the resulting market price of our Class A common stock may not attract new investors, including institutional investors, and may not satisfy the investing requirements of those investors. Consequently, the trading liquidity of our Class A common stock may not improve.

Although we believe that a higher market price of our Class A common stock may help generate greater or broader investor interest, there can be no assurance that a reverse stock split, including the 2024 Reverse Split, will result in a share price that will attract new investors, including institutional investors. In addition, there can be no assurance that the market price of our Class A common stock will satisfy the investing requirements of those investors. As a result, the trading liquidity of our Class A common stock may not necessarily improve.

The dual-class structure of our common stock may adversely affect the trading market for our Class A common stock.

We cannot predict whether our dual class structure will result in a lower or more volatile market price of our Class A common stock or in adverse publicity or other adverse consequences. For example, certain index providers have announced restrictions on including companies with dual class or multi-class share structures in certain of their indexes. Our dual class capital structure could make us ineligible for inclusion in certain indices and mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track these indices will not be investing in our stock. These policies are still fairly new, and it is as of yet unclear what effect, if any, they will have on the valuations of publicly traded companies excluded from the indices, but it is possible that they may depress these valuations compared to those of other similar companies that are included. Furthermore, we cannot assure you that other stock indices will not take a similar approach to S&P, Dow Jones or FTSE Russell in the future. Exclusion from indices could make our Class A common stock less attractive to investors and, as a result, the market price of our Class A common stock could be adversely affected.

Holders of our Class B common stock control the direction of our business and their ownership of our common stock can prevent other stockholders from influencing significant decisions.

As of, 2024, two holders of our Class B common stock, Joshua M. Hare, co-founder, Chief Science Officer and Chairman of the Board of Directors, and Donald M. Soffer, co-founder and former member of our Board of Directors, control voting rights over approximately            % of the combined voting power of our Class A common stock and Class B common stock. For so long as holders of Class B common stock continue to hold their shares, they will be dependent uponable to significantly influence or effectively control the composition of our consolidated financial condition, resultsBoard of operations, capital requirementsDirectors and the approval of actions requiring stockholder approval through their voting power. Accordingly, for such period of time, these holders will have significant influence with respect to our management, business plans and policies. In particular, for so long as the Class B common stock remains outstanding, the holders may be able to cause or prevent a change of control of our Company or a change in the composition of our Board of Directors and could preclude any unsolicited acquisition of our Company. The concentration of ownership could deprive stockholders of an opportunity to receive a premium for shares of Class A common stock as part of a sale of our Company and ultimately might affect the market price of our Class A common stock.

If securities or industry analysts do not publish research or reports, or if they publish negative, adverse, or misleading research or reports, regarding us, our business or our market, our Class A common stock price and trading volume could decline.

The trading market for our Class A common stock is influenced by the research and reports that securities or industry analysts publish about us, our business, or our market. We do not currently have significant research coverage and may never obtain significant research coverage by securities or industry analysts. If no or few securities or industry analysts provide coverage of us, the Class A common stock price could be negatively impacted. In the event we obtain significant, or any securities or industry analyst coverage and such coverage is negative, or adverse or misleading regarding us, our business model, our intellectual property, our stock performance or our market, or if our operating

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results fail to meet the expectations of analysts, our Class A common stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our Class A common stock price or trading volume to decline.

FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our securities.

Effective June 30, 2020, the SEC implemented Regulation Best Interest requiring that “A broker, dealer, or a natural person who is an associated person of a broker or dealer, when making a recommendation of any securities transaction or investment strategy involving securities (including account recommendations) to a retail customer, shall act in the best interest of the retail customer at the time the recommendation is made, without placing the financial or other factors asinterest of the broker, dealer, or natural person who is an associated person of a broker or dealer making the recommendation ahead of the interest of the retail customer.” This is a significantly higher standard for broker-dealers to recommend securities to retail customers than before under prior FINRA suitability rules. FINRA suitability rules do still apply to institutional investors and require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending securities to their customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information, and, for retail customers, determine that the investment is in the customer’s “best interest,” and meet other SEC requirements. Both SEC Regulation Best Interest and FINRA’s suitability requirements may make it more difficult for broker-dealers to recommend that their customers buy speculative, low-priced securities. They may affect investing in our Class A common stock, which may have the effect of reducing the level of trading activity in our securities. As a result, fewer broker-dealers may be willing to make a market in our Class A common stock, reducing a stockholder’s ability to resell shares of our Class A common stock.

Provisions in our certificate of incorporation and bylaws and Delaware law might discourage, delay or prevent a change in control of our company or changes in our management and, therefore, depress the market price of our Class A common stock.

Our certificate of incorporation and bylaws contain provisions that could depress the market price of our Class A common stock by acting to discourage, delay or prevent a change in control of our company or changes in our management that the stockholders of our company may deem advantageous. These provisions, among other things:

establish a classified Board of Directors so that not all members of our Board are elected at one time;

permit only the Board of Directors deems relevant.to establish the number of directors and fill vacancies on the Board;

provide that directors may only be removed “for cause” and only with the approval of two-thirds of our stockholders;

provide for a dual class common stock structure, which provides certain affiliates of ours, including our co-founder and members of our Board, individually or together, with the ability to significantly influence the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the shares of our outstanding common stock and Class B common stock;

authorize the issuance of “blank check” preferred stock that our Board could use to implement a stockholder rights plan (also known as a “poison pill”);

eliminate the ability of our stockholders to call special meetings of stockholders;

prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;

prohibit cumulative voting;

authorize our Board to amend our bylaws;

establish advance notice requirements for nominations for election to our Board or for proposing matters that can be acted upon by stockholders at annual stockholder meetings; and

require a super-majority vote of stockholders to amend some of the provisions described above.

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In addition, Section 203 of the General Corporation Law of the State of Delaware prohibits a publicly-held Delaware corporation from engaging in a business combination with an interested stockholder, generally a person which together with its affiliates owns, or within the last three years has owned, 15% of our voting stock, for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner.

Any provision of our certificate of incorporation, bylaws or Delaware law that has the effect of delaying or preventing a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our capital stock and could also affect the price that some investors are willing to pay for our Class A common stock.

8We are an emerging growth company, and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock less attractive to investors.

USE OF PROCEEDS

This prospectus relatesWe are an emerging growth company, or EGC, as defined in the JOBS Act, enacted in April 2012. For as long as we continue to be an EGC, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not EGCs, including not being required to comply with the resale byauditor attestation requirements of Section 404 of the Selling StockholdersSarbanes-Oxley Act, or Section 404, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding nonbinding advisory votes on executive compensation and stockholder approval of any golden parachute payments not previously approved. We could be an EGC for up to 5,018,183 sharesfive years following the year in which we completed our initial public offering, although circumstances could cause us to lose that status earlier. We will remain an EGC until the earlier of Common Stock. The Selling Stockholders will receive(i) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering (i.e., December 31, 2026), (b) in which we have total annual gross revenue of at least $1.235 billion or (c) in which we are deemed to be a large accelerated filer, which requires the market value of our common stock that is held by non-affiliates to exceed $700.0 million as of the prior June 30th, and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

We may choose to take advantage of some, but not all, of the available exemptions. We cannot predict whether investors will find our common stock less attractive if we rely on certain or all of these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

Under the JOBS Act, EGCs can also delay adopting new or revised accounting standards until such time as those standards apply to private companies, which may make our financial statements less comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

The issuance of additional stock in connection with acquisitions or otherwise will dilute all other stockholdings.

We are not restricted from issuing additional shares of our Class A common stock, or from issuing securities that are convertible into or exchangeable for, or that represent the right to receive, Class A common stock. As of, 2024, we had an aggregate of 84,295,000 shares of Class A common stock authorized and of that approximately   not issued, outstanding or reserved for issuance (for purposes of warrant exercise or under the Company’s current 2021 Equity Incentive Plan). We may issue all of these shares without any action or approval by our stockholders. We may expand our business through complementary or strategic business combinations or acquisitions of other companies and assets, and we may issue shares of Class A common stock in connection with those transactions. The market price of our Class A common stock could decline as a result of our issuance of a large number of shares of Class A common stock, particularly if the per share consideration we receive for the stock we issue is less than the per share book value of our Class A common stock or if we are not expected to be able to generate earnings with the proceeds of the issuance that are as great as the earnings per share we are generating before we issue the additional shares. In addition, any shares issued in connection with these activities, the exercise of warrants or stock options or otherwise would dilute the percentage ownership held by our investors. We cannot predict the size of future issuances or the effect, if any, that they may have on the market price of our Class A common stock.

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We have a history of losses, may not be able to achieve profitability going forward, and may not be able to raise additional capital necessary to continue as a going concern.

We have experienced significant losses since inception and, at December 31, 2023 and 2022, had an accumulated deficit of approximately $85.0 million and $62.8 million, respectively. We expect to incur additional losses in the future and expect the cumulative losses to increase. We expect our operating expenses to increase and it is not likely that our grant revenues will fully fund our clinical programs.

As of December 31, 2023, we had cash and cash equivalents of $4.9 million and marketable securities of $0.4 million. We have prepared a cash flow forecast which indicates that we will only have sufficient cash to fund our operating expenses and capital expenditure requirements into the second quarter of 2024. As a result, we will need to raise additional capital to continue as a going concern. There are no assurances that we would be able to raise additional capital or on terms favorable to us. Our recurring losses from operations and negative cash flow raise substantial doubt about our ability to continue as a going concern without sufficient capital resources and we have included an explanatory paragraph in the notes to our financial statements for the year ended December 31, 2023, with respect to this uncertainty. Further, the report of our independent registered public accounting firm with respect to our audited financial statements for the year ended December 31, 2023 included an emphasis of matter paragraph stating that our recurring losses from operations and continued cash outflows from operating activities raised substantial doubt about our ability to continue as a going concern. Our consolidated financial statements do not include any adjustments that might result from the outcome of this going concern uncertainty and have been prepared under the assumption that we will continue to operate as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

If we are unable to continue as a going concern, we may be forced to liquidate our assets, which would have an adverse impact on our business and developmental activities. In such a scenario, the values we receive for our assets in liquidation or dissolution could be significantly lower than the values reflected in our financial statements. The reaction of investors to the inclusion of a going concern statement by our independent registered public accounting firm and our potential inability to continue as a going concern may materially adversely affect our stock price and our ability to raise new capital. Our ability to continue as a going concern is dependent on our available cash, how well we manage that cash, and our operating requirements. If we are unable to raise additional capital when needed, we would be forced to delay, reduce or eliminate our clinical trial programs, commercialization efforts and other business activities.

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USE OF PROCEEDS

We estimate that the net proceeds we will receive from the sale of our securities in this offering, assuming all the securities we are offering are sold, after deducting placement agent fees and other estimated offering expenses payable by us, and assuming no sale of any pre-funded warrants and no exercise of the Class A common warrants being issued in this offering, will be approximately $            , based on an assumed combined public offering price of $            per share and accompanying Class A common warrant, which was the closing price for our Class A common stock on the Nasdaq Capital Market on            , 2024.

However, because this is a best efforts offering and there is no minimum offering amount required as a condition to the closing of this offering, the actual offering amount, the placement agent fees and net proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth on the cover page of this prospectus, and we may not sell any or all of the securities we are offering. As a result, we may receive significantly less in net proceeds.

The following table presents our estimated net proceeds if 100%, 75%, 50% or 25% of the securities in this offering are sold.

 

100%

 

% of
Total

 

75%

 

% of
Total

 

50%

 

% of
Total

 

25%

 

% of
Total

Gross Proceeds from Offering

 

$

  

100.00

%

 

$

  

100.00

%

 

$

  

100.00

%

 

$

  

100.00

%

Offering Expenses

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

Placement Agent Fees and Expenses

 

$

  

%

 

 

$

  

%

 

 

$

  

%

 

 

$

  

%

 

Management Fee

 

$

  

%

 

 

$

  

%

 

 

$

  

%

 

 

$

  

%

 

Non-accountable Expenses

 

$

  

%

 

 

$

  

%

 

 

$

  

%

 

 

$

  

%

 

Other Offering Expenses

 

$

  

%

 

 

$

  

%

 

 

$

  

%

 

 

$

  

%

 

Total

 

$

  

%

 

 

$

  

%

 

 

$

  

%

 

 

$

  

%

 

Net Proceeds

 

$

  

%

 

 

$

  

%

 

 

$

  

%

 

 

$

  

%

 

We have based the estimates in the above table on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect. The net proceeds from this offering.offering are not expected to be sufficient to fund advancement of any of our therapeutic candidates through regulatory approval. We will not receive any of the proceeds from the sale or other dispositionneed to raise substantial additional funds to complete development and commercialization of our Common Stock by the Selling Stockholders pursuant to this prospectus. However, wetherapeutic candidates which development or commercialization may receive proceeds in the aggregate of up to approximately $8.3 million if all of the Warrants covered by this prospectus are exercised for cash, based on the per share exercise price of the Warrants. not be successful.

We cannot predict when, or if, the Warrants will be exercised. It is possible that the Warrants may expire and may never be exercised for cash.

Wecurrently intend to use anythe net proceeds from the exercise of the Warrantsthis offering for our ongoing clinical and regulatory development of Lomecel-B™Lomecel-B for the treatment of several disease states and indications, including HLHS and Alzheimer’s Disease, and the ongoing and prospective clinical studies of Lomecel-B™ for the treatment of Aging-related Frailty study being conducted in Japan;Disease; obtaining regulatory approvals; capital expenditures, working capital and other general corporate purposes. We are subject to substantial risks that could require us to obtain additional funding in order to achieve these objectives. See “Risk Factors.” We may need substantial additional capital in the future, which could cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights, and if additional capital is not available, we may have to delay, reduce or cease operations.

Our expected use of anynet proceeds from the exercise of the Warrantsthis offering represents our current intentions based upon our present plans and business condition. The amounts and timing of our actual use of anynet proceeds will vary depending on numerous factors, including our ability to obtain additional financing, the relative success and cost of clinical and regulatory development programs and the amount and timing of product revenue, if any. In addition, we might decide to postpone or not pursue certain activities if, among other factors, the net proceeds from the exercise of the Warrantsthis offering and our other sources of cash are less than expected. As a result, management will have broad discretion in the application of the anynet proceeds, from the exercise of the Warrants, and investors will be relying on our judgment regarding the application of suchthe net proceeds. Pending the uses described above, we intend to invest the anynet proceeds in interest-bearing investment-gradeinterest-bearing investment-grade securities or deposits.

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Table of Contents

The Selling Stockholders will pay any underwriting discounts and commissions and expenses incurred bySELECTED FINANCIAL DATA

2024 Reverse Split

On March 19, 2024, our Board approved a 1:10 reverse stock split of our common stock. Following such approval, we filed a certificate of amendment to our Certificate of Incorporation with the Stockholders for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Stockholders in disposingSecretary of State of the securities covered by this prospectus. WeState of Delaware to effect the 2024 Reverse Split, with an effective time of 11:59, p.m. Eastern Time on March 26, 2024. The 2024 Reverse Split will bearhave the costs, fees and expenses incurred in effectingeffect of reducing the registrationaggregate number of the securities covered by this prospectus, including all registration and filing fees, and fees and expenses of our counsel and our independent registered public accountants.

DETERMINATION OF OFFERING PRICE

We cannot currently determine the price or prices at which theoutstanding shares of our Common StockClass A common stock on a pre-reverse split basis from 10,295,426 to a total of 1,029,543 on a post-reverse split basis, and the aggregate number of outstanding shares of our 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.

The following selected financial data has been derived from our audited financial statements included in our Annual Report on Form 10-K filed with the SEC on February 27, 2024, as amended on Form 10-K/A filed with the SEC on March 11, 2024, as adjusted to reflect the 2024 Reverse Split for all periods presented.

Our historical results are not indicative of the results that may be soldexecuted in the future, and results of interim periods are not indicative of the results for the entire year.

As Reported

 

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

 

As Adjusted For the 2024 Reverse Split

 

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

 

26

Table of Contents

DIVIDEND POLICY

We have never declared or paid any cash dividends on our capital stock. We intend to retain all available funds and future earnings, if any, for development and expansion of our business. Any future determination regarding the declaration and payment of dividends, if any, will be at the discretion of our Board of Directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects and other factors our Board of Directors deems relevant. Investors should not purchase our Class A common stock with the expectation of receiving cash dividends.

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Table of Contents

DILUTION

If you invest in our securities in this offering, your ownership interest may be diluted immediately depending on the difference between the effective public offering price per share of our Class A common stock (assuming the exercise for cash of all pre-funded warrants issued in this offering) and the as adjusted net tangible book value per share of our Class A common stock immediately after this offering (assuming the exercise for cash of all pre-funded warrants issued in this offering).

At December 31, 2023, we had a net tangible book value of $3.0 million or $0.1211 per share. Net tangible book value per share represents our total tangible assets (total assets less intangible assets) less total liabilities at a particular date, divided by the Selling Stockholders under this prospectus.

THE SELLING STOCKHOLDERS

Thetotal number of our outstanding shares of Common StockClass A common stock as of that date.

After giving effect to the sale and issuance ofshares of Class A common stock and accompanying Class A common warrants in this offering, at an assumed combined public offering price of $    per share and accompanying Class A common warrant, based on the closing price of our Class A common stock on the Nasdaq Capital Market on   , 2024, assuming no sale of any pre-funded warrants in this offering, no exercise of any of the Class A common warrants being offered by the Selling Stockholders are those issuable to the Selling Stockholders uponin this offering, no exercise of the Warrants. For additional information regardingPlacement Agent Warrants to be issued to the Offeringsplacement agent or its designees as compensation in connection with this offering, and after deducting placement agent fees and estimated offering expenses payable by us, our as adjusted net tangible book value as of December 31, 2023, would have been approximately $            , or $            per share of our Class A common stock. This represents an immediate increase in as adjusted net tangible book value of approximately $            per share to our existing stockholders and an immediate decrease in such measure of $            per share to new investors.

The dilution to investors participating in this offering is determined by subtracting the as adjusted net tangible book value per share after this offering from the effective public offering price per share paid by investors participating in this offering. The actual combined public offering price will be determined through negotiation between us, the placement agent and the issuanceinvestors in the offering and may be at a discount to the current market price. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the Warrants, see “Prospectus SummarySelling Stockholders Overview – Private Placement of Warrants.” We are registering the Registered Securities in order to permit the Selling Stockholders to offer the Common Stock for resale from time to time. Except for the ownership of the Warrants, the Engagement Letter with Wainwright, and the Purchaser’s purchase of certain warrants and shares of our Common Stockfinal public offering price. The following table illustrates this result on a per share basis:

Assumed combined public offering price per share and accompanying Class A common warrant

$

Net tangible book value per share at December 31, 2023

$

0.1211

Increase in net tangible book value per share attributable to new investors

$

As adjusted net tangible book value per share after this offering

$

Dilution per share to new investors

$

A $0.10 increase in the Company’s December 2021 PIPEassumed combined public offering price per share and accompanying Class A common warrant would increase the Selling Stockholders have not had any material relationship with us withinas adjusted net tangible book value by $ per share and result in dilution to investors participating in this offering of $     per share, and a $0.10 decrease in the past three years.

The table below listsassumed combined public offering price per share and accompanying Class A common warrant would decrease the Selling Stockholdersas adjusted net tangible book value by $    per share and other information regarding the beneficial ownership of our Common Stockresult in dilution to investors participating in this offering by $   per share, in each of the Selling Stockholders. The second column listscase assuming the number of shares offered by us, as set forth on the cover page of Common Stock beneficially owned by each Selling Stockholder, based on its or his beneficial ownershipthis prospectus, remains the same and assuming no pre-funded warrants are sold in this offering, no exercise of the Warrants and our Common Stock, as of November 13, 2023, assuming exercise of all Warrants held by such Selling Stockholder on that date, without regard to any limitations on exercise. The third column lists the shares of Common StockClass A common warrants being offered underin this prospectusoffering, that no value is attributed to such Class A common warrants and that such Class A common warrants are classified as and accounted for as equity, and after deducting placement agent fees and estimated expenses payable by the Selling Stockholders.us.

This prospectus generally covers the resaleAn increase of            shares in the maximum number of shares offered by us in this offering would increase our as adjusted net tangible book value per share by approximately $            and our as adjusted net tangible book value per share would be $            , representing an increase in as adjusted net tangible book value per share to new investors in this offering of Common Stock$     . A decrease of shares in the number of shares offered by us in this offering would decrease our as adjusted net tangible book value per share by approximately $     resulting in an as adjusted net tangible book value per share of $    and an increase in as adjusted net tangible book value per share to investors participating in this offering of $   per share. The foregoing calculations assume that the combined public offering price remains the same, and are after deducting placement agent fees and estimated expenses payable by us.

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Table of Contents

The table and discussion above are based on 2,510,730shares of Class A common stock and Class B common stock outstanding at December 31, 2023 (as adjusted for the 2024 Reverse Split and subject to adjustment based on issuances of additional shares as applicable due to the rounding up of fractional shares resulting from the 2024 Reverse Split), and exclude, as of that date, the following:

5,534shares of Class A common stock issuable upon exercise of the Warrants, determined as if the outstanding Warrants were exercised in full aswarrants at an exercise price of the trading day immediately preceding the date the registration statement$120.00 per share;

116,929shares of which this prospectus forms a part was initially filed with the SEC, without regard to any limitations onClass A common stock issuable upon the exercise of the Warrants. The fourth column assumes the saleoutstanding warrants at an exercise price of all of the $52.50 per share;

4,678shares of Common Stock offered byClass A common stock issuable upon the Selling Stockholders pursuant to this prospectus. The percentageexercise of beneficial ownership in the fourth column represents the percentageoutstanding warrants at an exercise price of the outstanding $175.00 per share;

484,850shares of both the Common Stock and the Company’s Class B Common Stock.

Under the terms of the Warrants, a Selling Stockholder may not exercise any portion of the Warrants to the extent such exercise would cause the Selling Stockholder to own more than 4.99% of the Company’s outstanding Common Stock immediately after giving effect to the issuance of shares of Common StockA common stock issuable upon exercise of such Warrant. A Selling Stockholder may decrease or, uponoutstanding October private placement warrants at least 61 days’ prior notice to us, increase such limitation. In no event shall such beneficial ownership limitation exceed 9.99%. The Private Placement Warrants are not exercisable until our stockholders approve the issuancean exercise price of the Private Placement Warrants and the $16.50 per share;

16,970shares of Common StockClass A common stock issuable upon exercise of outstanding October placement agent warrants at an exercise price of $20.625 per share;

135,531shares of Class A common stock issuable upon the exercise thereof. The number of outstanding December private placement warrants at an exercise price of $16.00 per share;

9,488shares of Common Stock in the columns below does not reflect these limitations. The Selling Stockholders may sell all, some or none of their shares of Common Stock in this offering. See “Plan of Distribution.”

9

Name of Selling Shareholder Number of
Shares of
Common
Stock Owned
Prior to
Offering (1)
  Maximum
Number of
Shares of
Common Stock
to be Sold
Pursuant to
This
Prospectus (2)
  Number of
Shares of
Common Stock
Owned After
Offering (3)
  Percentage of
Beneficial
Ownership
After
Offering (3)
 
Armistice Capital, LLC (4)  7,294,201(5)  4,848,486   2,445,715   10.2%
Michael Vasinkevich (6)  108,818(7)  108,818   0   %
Noam Rubinstein (6)  53,455(7)  53,455   0   %
Craig Schwabe (6)  5,727(7)  5,727   0   %
Charles Worthman (6)  1,697(7)  1,697   0   %

(1)The Warrants contain certain beneficial ownership limitations, which provide that a holder of the securities will not have the right to exercise any portion of its Warrants if such holder, together with its affiliates and attribution parties, would beneficially own in excess of 4.99% of the number of shares of the Company’s Common Stock outstanding immediately after giving effect to such exercise; provided that the holder may elect to decrease, or upon at least 61 days’ prior notice to the Company, increase such beneficial ownership limitation.  In no event shall such beneficial ownership limitation exceed 9.99%. Additionally, stockholders may have acquired shares of Common Stock on the open market without the Company’s knowledge that may not be reflected.
(2)Represents shares of the Company’s Common Stock underlying the Warrants issued to the Selling Stockholders in connection with the Private Placement and offered hereby.
(3)We do not know when or in what amounts a Selling Stockholder may offer shares of our Common Stock for sale. The Selling Stockholders might not sell any or might sell all of the shares of our Common Stock offered by this prospectus. Because the Selling Stockholders may offer all or some of the shares of our Common Stock pursuant to this offering, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the shares of our Common Stock, we cannot estimate the number of shares of our Common Stock that will be held by the Selling Stockholders after completion of the offering. However, for purposes of this table, we have assumed that, after completion of the offering, none of the shares of our Common Stock covered by this prospectus will be held by the Selling Stockholders.
(4)These securities are directly held by Armistice Capital Master Fund Ltd. (the “Master Fund”), a Cayman Islands exempted company, and may be deemed to be indirectly beneficially owned by Armistice Capital, LLC (“Armistice”), as the investment manager of the Master Fund, and Steven Boyd, as the Managing Member of Armistice. Armistice and Steven Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein. The address of the Master Fund is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022. Steven Boyd holds voting and dispositive power over the securities held by the Selling Stockholder.
(5)These shares are comprised of (i) 2,160,000 shares of Common Stock purchased in the Registered Direct Offering or that have been issued upon the exercise of the Pre-Funded Warrants issued in the Registered Direct Offering; (ii) 4,848,486 shares of Common Stock issuable upon the exercise of the Private Placement Warrants, which contain a beneficial ownership limitation that provides that a holder of the securities will not have the right to exercise any portion of the warrants if such holder, together with its affiliates and attribution parties, would beneficially own in excess of 4.99% of the number of shares of the Company’s Common Stock outstanding immediately after giving effect to such exercise; and (iii) 285,715 shares of Common Stock issuable upon the exercise of warrants issued to the Selling Stockholder in the December 2021 PIPE offering that are subject to a 4.99% beneficial ownership limitation that prohibits the Master Fund from exercising any portion of those warrants if such exercise would result in the Master Fund owning a percentage of our outstandingClass A common stock exceeding the 4.99% ownership limitation after giving effect to the issuance of Common Stock in connection with the Master Fund’s exercise of any portion of a warrant.
(6)The Selling Stockholder is affiliated with H.C. Wainwright & Co., LLC, a registered broker dealer with a registered address of H.C. Wainwright & Co., LLC, 430 Park Avenue, 3rd Floor, New York, NY 10022, and has sole voting and dispositive power over the securities held. The number of shares of Common Stock beneficially owned prior to this offering consist of shares of Common Stock issuable upon exercise of the Placement Agent Warrants, which were received as compensation in connection with the Registered Direct Offering. The Selling Stockholder acquired the Placement Agent Warrants in the ordinary course of business and, at the time the Placement Agent Warrants were acquired, the Selling Stockholder had no agreement or understanding, directly or indirectly, with any person to distribute such securities.
(7)These shares are comprised of shares of Common Stock issuable upon the exercise of the Placement Agent Warrants.

10

PLAN OF DISTRIBUTION

We are registering the Registered Securities on behalf of the Selling Stockholders. Each of the Selling Stockholders and any of their pledgees, assignees, distributees and successors-in-interest of the Registered Securities received after the date of this prospectus from a Selling Stockholder as a gift, pledge, or other transfer, may, from time to time, sell, transfer, or otherwise dispose of any or all of the shares of Common Stock covered hereby on The Nasdaq Capital Market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling securities:

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

exchange distributions in accordance with the rules of the applicable exchange;

privately negotiated transactions;

settlement of short sales;

transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security;

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

a combination of any such methods of sale; or

any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.

In connection with the sale of the Registered Securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Registered Securities in the course of hedging the positions they assume. To the extent permitted by applicable securities laws, the Selling Stockholders may also sell the Registered Securities short and deliver these securities to close out their short positions, or loan or pledge the Registered Securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of the Registered Securities offered by this prospectus, which Registered Securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders and any underwriters, broker-dealers or agents that participate in the sale of the Registered Securities or interests therein may be “underwriters” within the meaning of the Securities Act. In such event, any discounts, commissions, concessions or profit they earn on any resale of the Registered Securities purchased by them and covered by this prospectus may be deemed to be underwriting discounts and commissions under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Registered Securities.

The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages, and liabilities, including liabilities under the Securities Act.

We have agreed to keep the registration statement of which this prospectus is a part effective until the Purchaser no longer owns any Private Placement Warrants or shares of Common Stock issuable upon the exercise thereof. The Registered Securities willof outstanding December placement agent warrants at an exercise price of $21.813 per share;

203,614shares of Class A common stock reserved for future issuance under our 2021 Equity Incentive Plan (the “2021 Plan”);

8,059shares issuable upon the vesting of RSUs under the Company’s 2021 Plan;

12,500shares issuable upon the vesting of PSUs under the Company’s 2021 Plan; and

42,191 stock options outstanding with an average exercise price of $48.60 issuable under the Company’s 2021 Plan.

Except as otherwise indicated herein, all information in this prospectus assumes the following:

no exercise of outstanding options or warrants;

no exercise of the placement agent’s warrants to purchase            shares to be sold only through registeredissued upon consummation of this offering at an exercise price of $            per share, equal to 125% of the combined public offering price of the Class A common stock and the accompanying Class A common warrants; and

the exercise for cash of all pre-funded warrants issued in this offering.

To the extent that outstanding options or licensed brokerswarrants are exercised, or dealers if requiredshares are issued under applicable state securities laws.our equity incentive plans, you may experience dilution. In addition, in certain states,we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the Registered Securities covered hereby may not be sold unless they have been registered or qualified for saleextent that, in the applicable statefuture, additional capital is raised through the sale of equity, convertible debt securities, or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engagedsecurities with equity components, those issuances may result in the distribution of the Registered Securities may not simultaneously engage in market making activities with respectdilution to our Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencementstockholders.

29

Table of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of our Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).Contents

11

DESCRIPTION OF SECURITIES TO BE REGISTEREDWe ARE OFFERING

The following summary description of our Common Stock is based on the provisions of our Certificate of Incorporation, our bylaws (the “Bylaws”), and the applicable provisions of the Delaware General Corporation Law (“DGCL”). This information is qualified entirely by reference to the applicable provisions of our Certificate of Incorporation, our Bylaws, and the DGCL. For information on how to obtain copies of our Certificate of Incorporation and Bylaws, which are exhibits to the registration statement on Form S-1 of which this prospectus forms a part, see the sections titled “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” in this prospectus.

General

Our authorized capital stock consists of (i) 84,295,000shares of Common Stock,Class A common stock, par value $0.001 per share, (ii) 15,705,000shares of Class B Common Stock,common stock, par value $0.001 per share and (iii) 5,000,000shares of preferred stock, par value $0.001 per share.

Class A Common Stock

We have two classes of authorized common stock, Common StockClass A common stock and Class B Common Stock.common stock. The rights of the holders of Common StockClass A common stock and Class B Common Stockcommon stock are identical, except with respect to voting and conversion.

Voting. Holders of our Common StockClass A common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and holders of our Class B Common Stockcommon stock are entitled to five votes for each share of Class B Common Stockcommon stock held on all matters submitted to a vote of stockholders. Holders of shares of our Common StockClass A common stock and Class B Common Stockcommon stock vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, unless otherwise required by Delaware law or our Certificate of Incorporation. Delaware law could require either holders of our Common StockClass A common stock or Class B Common Stockcommon stock to vote separately as a single class in the following circumstances:

(1)if we were to seek to amend our Certificate of Incorporation to increase or decrease the par value of a class of our capital stock, then that class would be required to vote separately to approve the proposed amendment; and

(1)if we were to seek to amend our Certificate of Incorporation to increase or decrease the par value of a class of our capital stock, then that class would be required to vote separately to approve the proposed amendment; and

(2)if we were to seek to amend our Certificate of Incorporation in a manner that alters or changes the powers, preferences, or special rights of a class of our capital stock in a manner that affected its holders adversely, then that class would be required to vote separately to approve the proposed amendment.

(2)if we were to seek to amend our Certificate of Incorporation in a manner that alters or changes the powers, preferences, or special rights of a class of our capital stock in a manner that affected its holders adversely, then that class would be required to vote separately to approve the proposed amendment.

Our Certificate of Incorporation does not provide for cumulative voting for the election of directors. As a result, the holders of a majority of the voting power of our outstanding capital stock can elect all of the directors then standing for election. Our Certificate of Incorporation establishes a classified boardBoard of directors,Directors, divided into three classes with staggered three-yearthree-year terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-yearthree-year terms. An election of directors by our stockholders is determined by a plurality of the votes cast by the stockholders entitled to vote on the election. Subject to the supermajority votes for some matters, other matters shall be decided by the affirmative vote of our stockholders having a majority in voting power of the votes cast by the stockholders present or represented and voting on such matter. Our Certificate of Incorporation and Bylaws also provide that our directors may be removed only for cause and only by the affirmative vote of the holders of at least two-thirdstwo-thirds in voting power of the outstanding shares of capital stock entitled to vote thereon. In addition, the affirmative vote of the holders of at least two-thirdstwo-thirds in voting power of the outstanding shares of capital stock entitled to vote thereon is required to amend or repeal, or to adopt any provision inconsistent with, several of the provisions of our Certificate of Incorporation. See “— Anti-Takeover Provisions — Amendment of Charter Provisions” below.

Dividends. Holders of Common StockClass A common stock and Class B Common Stockcommon stock are entitled to receive proportionately any dividends as may be declared by our Board of Directors, subject to any preferential dividend rights of any series of preferred stock that we may designate and issue in the future.

Liquidation. In the event of our liquidation or dissolution, the holders of our Common StockClass A common stock and Class B Common Stockcommon stock will be entitled to receive proportionately our net assets available for distribution to stockholders after the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock. Holders of our Common StockClass A common stock and Class B Common Stockcommon stock have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of Common Stock and Class B Common StockA common stock will be subject to and may be adversely affected by the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.

Change of Control Transactions. In the case of any distribution or payment in respect of the shares of our Common StockClass A common stock or Class B Common Stockcommon stock upon a merger or consolidation with or into any other entity, or other substantially similar transaction, the holders of our Common StockClass A common stock and Class B Common Stockcommon stock will be treated equally and identically with respect to shares of Common StockClass A common stock or Class B Common Stockcommon stock owned by them; provided, however, shares of each class may receive, or have the right to elect to receive, different or disproportionate consideration if the only difference in the per share consideration is that the shares to be distributed to a holder of a share Class B Common Stockcommon stock have five times the voting power of any securities distributed to a holder of a share of Common Stock.Class A common stock.

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12

Subdivisions and Combinations. If we subdivide or combine in any manner outstanding shares of Common StockClass A common stock or Class B Common Stock,common stock, the outstanding shares of the other class will be subdivided or combined in the same manner, unless different treatment of the shares of each class is approved by the affirmative vote of the holders of a majority of the outstanding shares of Common StockClass A common stock and Class B Common Stock,common stock, each voting as a separate class.

Conversions. Each outstanding share of Class B Common Stockcommon stock is convertible at any time at the option of the holder into one share of Common Stock.Class A common stock. In addition, each share of Class B Common Stockcommon stock will convert automatically into one share of Common StockClass A common stock upon any transfer, whether or not for value, except for certain permitted transfers described in our Certificate of Incorporation, including transfers to family members, trusts solely for the benefit of the stockholder or their family members, distributions or transfers of shares out to owners of a stockholder, or to partnerships, corporations, and other entities exclusively owned by the stockholder or their family members, as well as affiliates, subject to certain exceptions. Once converted or transferred and converted into Common Stock,Class A common stock, the Class B Common Stockcommon stock may not be reissued. However, Common Stock is not convertible into Class B Common Stock.

Rights and Preferences. Except for the conversion featureHolders of our Class B Common Stock described above, holders of our Common Stock and Class B Common StockA common stock have no preemptive, conversion or Subscription Rights. In addition,subscription rights, and there are no redemption or sinking funds provisions applicable to our Common Stock or Class B Common Stock.A common stock. The rights, preferences and privileges of the holders of our Common StockClass A common stock and Class B Common Stockcommon stock will be subject to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock that we may designate and issue in the future.

Fully Paid and Nonassessable. All of our outstanding shares of Common StockClass A common stock and Class B Common Stockcommon stock are fully paid and nonassessable.nonassessable.

The Transfer Agent and registrar for our Class A common stock and Class B common stock is Colonial Stock Transfer Company, Inc.

OutstandingClass A Common Warrants

AsThe following summary of November 13, 2023, we had 6,289,582 shares of Common Stock issuable upon exercise of outstanding Common Stock warrants, at a weighted average exercise price of $2.54 per share.

Warrants Issued in our February 2021 IPOcertain terms and our December 2021 PIPE Offering

Pursuant to our IPO in February 2021, the underwriter received warrants to purchase 106,400 shares of Common Stock (the “IPO Underwriter Warrants”). The IPO Underwriter Warrants are exercisable at any time and from time to time, in whole or in part, during the four and a half-year period commencing August 12, 2021, at a price of $12.00 per share. During 2021, the underwriters assigned 95,760provisions of the IPO Underwriter WarrantsClass A common warrants that are being offered hereby is not complete and is subject to, employees. As of November 13, 2023, 51,061and qualified in its entirety by, the provisions of the IPO Underwriter Warrants have been exercised,Class A Common Warrant, the form of which provided net proceedswill be filed as an exhibit to the Companyregistration statement of $0.6 million.

On December 3, 2021,which this prospectus forms a part. Prospective investors should carefully review the Company completed a private placement with several investors, wherein a total of 1,169,288 sharesterms and provisions of the Company’s Common Stock were issued atform of Class A common warrant for a purchase pricecomplete description of $17.50 per share, with each investor also receiving athe terms and conditions of the Class A common warrants.

Duration, Exercise Price and Form

Each Class A common warrant to purchase up to a number of shares of Common Stock equal to the number of shares of Common Stock purchased by such investor in the private placement, atoffered hereby will have an exercise price of $17.50 per share (the “PIPE Purchaser Warrants”), for a total purchase price of approximately $20.5 million (the “2021 PIPE Offering”). The PIPE Purchaser Warrants are immediately exercisable, expire five years from the date of issuance and have certain downward pricing adjustment mechanisms, subjectequal to a floor, as described in greater detail therein and below. In addition, the Company granted certain warrants to the placement agent for the 2021 PIPE Offering, under similar terms, to purchase 46,722 shares of Common Stock at an exercise price of $17.50 per share (the “PIPE Representative Warrants” and, together with the PIPE Purchaser Warrants, the “PIPE Warrants”).The PIPE Warrants had an initial exercise price of $17.50 $per share. The PIPE Purchaser Warrants contain a downward pricing adjustment mechanism, which was triggered by our September 2023 rights offering becauseClass A common warrants will be immediately exercisable and may be exercised until the   deemed subscription price $3.00 per share of Common Stock was below the then-current exercise priceyear anniversary of the PIPE Purchaser Warrants. Upon being triggered in our September 2023 rights offering, the exercise price of the PIPE Purchaser Warrants was reduced to $5.25. The PIPE Representative Warrants do not contain such a downward pricing adjustment mechanism. The PIPE Warrants are currently exercisable at any time and from time to time, in whole or in part, and will expire on December 3, 2026, the fifth anniversary of their original issuance date.

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General Terms of the IPO Warrants and the PIPE Warrants

Adjustment. For so long as the IPO Warrants and the PIPE Warrants (together, the “2021 Warrants”) remain outstanding and notwithstanding any prior adjustments, the The exercise price and number of shares of Common StockClass A common stock issuable upon exercise of the 2021 Warrant is subject to adjustment as follows: (a) with respect to the PIPE Purchaser Warrants, as the Company’s Board of Directors deems appropriate (subject to the prior written consent of the warrant holder), (b) upon (i) payment of a stock dividend or other distribution or distributions on shares of its Common Stock or any securities which would entitle the holder thereof to acquire shares of the Company’s Common Stock at any time (referred to as “Common Stock Equivalents”), (ii) subdivision (by stock spilt, stock dividend, recapitalization, or otherwise) of shares of Common Stock, (iii) combination (by reverse stock split or otherwise) of shares of Common Stock, or (iv) reclassification of shares of Common Stock, and (c) with respect to the PIPE Purchaser Warrants, upon the issuance or announcement of contemplated issuance of shares of Common Stock or Common Stock Equivalents for consideration per share less than the exercise price of the PIPE Purchaser Warrants (a “Dilutive Issuance”), except for certain exempt issuances as set forth therein. Our September 2023 rights offering was a Dilutive Issuance, which caused a downward adjustment to the initial exercise price of the PIPE Purchaser Warrants to $5.25.

Rights upon Distribution of Assets. With respect to the PIPE Warrants, in the event thatof stock dividends, stock splits, reorganizations or similar events affecting our common stock and the Company declares or makes any dividend or other distribution of its assets to holders of its Common Stock, the warrant holderexercise price. The Class A common warrants will be entitled to participate in such distribution toissued separately from the same extent that such holder would have participated therein if the holder had held the number of shares of Common Stock acquirable upon exercise of the PIPE Warrant. The IPO Underwriter Warrants do not contain such dividend or distribution rights.

Fundamental Transaction. In the event of a fundamental transaction, as described in the PIPE Warrants and generally including the sale, transfer or other disposition of all or substantially all of our assets, our consolidation or merger with or into another person or reorganization, recapitalization or reclassificationClass A common stock or the acquisition of our outstanding Common Stock which results in any person or group becomingpre-funded warrants, as the beneficial owner of 50% of our outstanding shares of Common Stock, the holders of the PIPE Warrants willcase may be, entitled to receive upon exercise of the PIPE Warrants the kind and amount of securities, cash, assets or other property that the holders would have received had they exercised the PIPE Warrants immediately prior to such fundamental transaction. Upon the occurrence of any such fundamental transaction, the successor entity shall succeed to, and be substituted for, and may exercise every right and power of the Company and shall assume all of the obligations of the Company under the PIPE Warrants. The IPO Underwriter Warrants do not contain such rights.

Purchase Right. With respect to the PIPE Warrants, any time that the Company grants, issues, or sells any securities pro rata to all of the record holders of the Common Stock (the “Purchase Right”), the holder of the PIPE Warrant will be entitled to acquire the aggregate Purchase Rights which the holder could have acquired if the holder had held the number of shares of Common Stock acquirable upon exercise of the PIPE Warrant. The IPO Underwriter Warrants do not contain such rights.

Transferability. Subject to applicable laws and restrictions on transfer (and a 180-day waiting period from the effective date with respect to the IPO Underwriter Warrants), the 2021 Warrants may be transferred at the option of the holder.separately immediately thereafter. The 2021 Warrants are not listed on any securities exchange or nationally recognized trading system.Class A common warrants will be issued in certificated form only.

Exercisability

Exercisability. The 2021 WarrantsClass A common warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed notice of exercise or exercise formnotice accompanied by payment in full for the number of shares of our Common StockClass A common stock purchased upon such exercise. exercise (except in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of such holder’s warrants to the extent that the holder would own more than 4.99% of the outstanding Class A common stock (or at the election of a holder prior to the date of issuance, 9.99%) immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of ownership of outstanding stock after exercising the holder’s warrants up to 9.99% of the number of shares of our Class A common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Class A common warrants.

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Cashless Exercise

If at the time a holder exercises its 2021 Warrant, aof exercise there is no effective registration statement registering, or the issuance of the shares of Common Stock underlying the 2021 Warrants under the Securities Act of 1933, as amended (the “Securities Act”) is not then effective or available and an exemption from registration under the Securities Actprospectus contained therein is not available for the issuance of suchthe underlying shares thento the holder, in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of Common StockClass A common stock determined according to a formula set forth in the 2021 Warrant.Class A common warrants.

Fundamental Transactions

Limitations on Exercise. With respectIn the event of a fundamental transaction, as described in the Class A common warrants and generally including any reorganization, recapitalization or reclassification of our Class A common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding Class A common stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding Class A common stock, the holders of the Class A common warrants will be entitled to receive upon exercise of the PIPE Warrants,Class A common warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the Class A common warrants immediately prior to such fundamental transaction. In addition, in certain circumstances, upon a fundamental transaction, the holder (together withof a Class A common warrant will have the right to require us to repurchase its affiliates) mayClass A common warrants at the Black-Scholes value; provided, however, that, if the fundamental transaction is not exercise anywithin our control, including not approved by our Board, then the holder will only be entitled to receive the same type or form of consideration (and in the same proportion), at the Black-Scholes value of the unexercised portion of the PIPE WarrantClass A common warrant that is being offered and paid to the extent that the holder would own more than 4.99% (or 9.99%, at the election of the warrant holder) of the outstanding Common Stock after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of ownership of outstanding stock after exercising the holder’s warrants up to 9.99% of the number of sharesholders of our Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the PIPE Warrants.

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No Fractional Shares. No fractional shares of Common Stock will be issuedClass A common stock in connection with the exercise of a 2021 Warrant. In lieu of fractional shares, we will (i) round up or down to the next whole share, in the case of the IPO Underwriter Warrants, or (ii) either pay a cash adjustment in respect of such fractional amount or round up to the next whole share, in the case of the PIPE Warrants.fundamental transaction.

Transferability

Rights as a Stockholder. Except as otherwise provided in the 2021 Warrants or by virtue of such holder’s ownership of shares of our Common Stock, the holders of the 2021 Warrants do not have the rights or privileges of holders of our Common Stock, including any voting rights, unless and until they exercise their 2021 Warrants.

Waivers and Amendments. Subject to certain exceptions, any term of the 2021 Warrants may be amended, modified, or waived with our written consent and the written consent of the holder of such 2021 Warrant.

Failure to Timely Deliver Securities. With respect to the PIPE Warrants, upon exercise of the PIPE Warrant by the holder, if the Company or its transfer agent, Colonial Stock Transfer Company, Inc., fails to deliver the securities to holder by the required share delivery date set forth in the PIPE Warrant, or if the Company did not provide the required notice to holder thatapplicable laws, a registration statement covering the issuance of theClass A common warrant shares subject to the exercise notice is not available and the Company is unable to deliver the securities without any restrictive legend, then generally, the holder may rescind the exercise in whole or in part or may require the Company to pay to the holder an amount in cash to make the investor whole in connection with the Company’s failure to timely deliver securities.

The Private Placement Warrants

In the Private Placement concurrent with our October 2023 Registered Direct Offering, we issued Private Placement Warrants to an institutional accredited investor to purchase up to 4,848,486 shares of our Common Stock at an exercise price of $1.65 per share, consisting of (i) Series A Warrants to purchase up to 2,424,243 shares of our Common Stock and Series B Warrants to purchase 2,424,243 shares of our Common Stock. The terms of the Series A Warrants and Series B Warrants are identical, except as to duration. The following summary of certain terms and provisions of the Private Placement Warrants is not complete, is subject to, and qualified in its entirety by, the provisions of the Private Placement Warrants, the forms of which are filed as exhibits to the registration statement of which this prospectus forms a part.

Exercise Price and Duration. Each Private Placement Warrant is exercisable for one share of Common Stock. The Private Placement Warrants have an exercise price of $1.65 per share and are exercisable upon the Stockholder Approval Date. The Series A Warrants will expire five and one-half years from the date of issuance on April 13, 2029. The Series B Warrants will expire eighteen months from the date of issuance on April 14, 2025.

Exercisability. The Private Placement Warrants are not exercisable until our stockholders approve the issuance of the Private Placement Warrants and the shares Common Stock issuable upon the exercise thereof (the “Stockholder Approval”). Once exercisable, the Private Placement Warrants may be exercised, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and, at any time a registration statement registering the issuance of the shares of Common Stock underlying the Private Placement Warrants under the Securities Act is effective and available for the issuance of such shares, by payment in full in immediately available funds for the number of shares of Common Stock purchased upon such exercise.

Cashless Exercise. If, at the time a holder exercises its Private Placement Warrants, a registration statement registering the issuance of the shares of Common Stock underlying the Private Placement Warrants is not then effective or the prospectus contained therein is not available for the resale of such shares by the holder, then the Private Placement Warrants may be exercised in whole or in part, by means of a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of Common Stock determined according to the formula set forth in the Private Placement Warrants.

Exercise Limitation. A holder of Private Placement Warrants will not have the right to exercise any portion thereof if the holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of our Common Stock outstanding immediately after giving effect to such exercise; provided, however, that the holder may elect to decrease, or upon at least 61 days’ prior notice to the Company, increase such beneficial ownership limitation. In no event shall such beneficial ownership limitation exceed 9.99%.

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Transferability. Subject to compliance with any applicable securities laws, the Private Placement Warrants may be transferred at the option of the holder upon surrender of the warrant(s)Class A common warrants to us together with the appropriate instruments of transfer.

Fractional Shares.

No fractional shares of Common StockClass A common stock will be issued upon the exercise of the Private Placement Warrants. AsClass A common warrants. Rather, the number of shares of Class A common stock to any fraction of a share which the holder would otherwise be entitled to purchase upon such exercise, we shall,issued will, at our election, either be rounded up to the nearest whole number or we will pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the exercise price or round up to the next whole share.price.

Trading Market.

There is no established public trading market for the Private Placement Warrants,Class A common warrants, and we do not expect a market to develop. The Private Placement Warrants areWe do not listedintend to apply for a listing of the Class A common warrants on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the Private Placement Warrants isClass A common warrants will be limited.

Fundamental Transactions. If a Fundamental Transaction (as defined in the Private Placement Warrants, but generally including the sale, transfer or other disposition of all or substantially all of our assets, our consolidation or merger with or into another person or reorganization, recapitalization or reclassification or the acquisition of our outstanding Common Stock which results in any person or group acquiring 50% or more of the voting power of our The Class A common equity) occurs, then the successor entity will succeed to, and be substituted for us, and may exercise every right and power that we may exercise and will assume all of our obligations under the Private Placement Warrants with the same effect as if such successor entity had been named in the Private Placement Warrants themselves. If holders of shares of our Common Stock are given a choice as to the securities, cash, or property to be received in such a Fundamental Transaction, then the holder shall be given the same choice as to the consideration it would receivestock issuable upon any exercise of the Private Placement Warrants following such a Fundamental Transaction. Additionally, as more fully described in the Private Placement Warrants, in the event of certain Fundamental Transactions, the holders of Private Placement Warrants will be entitled to receive consideration in an amount equal to the Black Scholes value of the Private Placement WarrantsClass A common warrants is currently listed on the date of consummation of such Fundamental Transaction.Nasdaq.

Rights as a Stockholder.

Except as otherwise provided in the Private Placement WarrantsClass A common warrants or by virtue of such holder’sthe holders’ ownership of our shares of Common Stock,Class A Class A common stock, the holderholders of a Private Placement Warrant doesthe Class A common warrants do not have the rights or privileges of a holderholders of our Common Stock,shares of Class A common stock, including any voting rights, until such Common Warrant holders exercise their Class A common warrants.

Waivers and Amendments

No term of the holder exercises the Private Placement Warrant.

Amendment and Waiver. Private Placement WarrantsClass A common warrants may be modified or amended or the provisions thereof waived withwithout the written consent of the Company andmajority of the respective holder.holders of the Class A common warrants purchased in this offering.

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Pre-funded Warrants

The Placement Agent Warrants Issued in October 2023

The Placement Agent Warrants consist of warrants to purchase 169,697 shares of Common Stock that were issued on October 13, 2023 in accordance with the Engagement Letter between us and Wainwright. The Placement Agent Warrants have substantially the same terms as the Private Placement Warrants described above, except that the Placement Agent Warrants are initially exercisable at an exercise price of $2.0625 per share of Common Stock and will expire on October 11, 2028. Like the Private Placement Warrants, the Placement Agent Warrants are only exercisable on and after Stockholder Approval.

Thisfollowing summary of certain terms and provisions of the Placement Agent Warrantspre-funded warrants that are being offered hereby is not complete and is subject to, and qualified in its entirety by, the provisions of the Placement Agent Warrants,pre-funded warrants, the form of which iswill be filed as an exhibit to the registration statement of which this prospectus forms a part. Prospective investors should carefully review the terms and provisions of the form of pre-funded warrant for a complete description of the terms and conditions of the pre-funded warrants.

Duration, Exercise Price and Form

The pre-funded warrants offered hereby will have an exercise price of $0.001 per share. The pre-funded warrants will be immediately exercisable and may be exercised at any time after their original issuance until such pre-funded warrants are exercised in full. The exercise price and number of shares of Class A common stock issuable upon exercise are subject to appropriate adjustment in the event of share dividends, share splits, reorganizations or similar events affecting our shares of Class A common stock. The pre-funded warrants and the Class A common warrants are immediately separable and will be issued separately in this offering, but must be purchased together in this offering. The pre-funded warrants will be issued in certificated form only.

Exercisability

The pre-funded warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our Class A common stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of the pre-funded warrants to the extent that the holder would own more than 4.99% (or at the election of a holder prior to the date of issuance, 9.99%) of the outstanding Class A common stock immediately after exercise; provided, however, that upon 61 days’ notice to us, the holder may increase or decrease such beneficial ownership limitation, provided that in no event shall the beneficial ownership limitation exceed 9.99% and any increase in the beneficial ownership limitation will not be effective until 61 days following notice of such increase from the holder to us.

Cashless Exercise

At the time a holder exercises its pre-funded warrants, in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of Class A common stock determined according to a formula set forth in the pre-funded warrants.

Fundamental Transactions

In the event of a fundamental transaction, as described in the pre-funded warrants and generally including any reorganization, recapitalization or reclassification of our Class A common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding Class A common stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding Class A common stock, the holders of the pre-funded warrants will be entitled to receive upon exercise of the pre-funded warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the pre-funded warrants immediately prior to such fundamental transaction.

Transferability

Subject to applicable laws, a pre-funded warrant may be transferred at the option of the holder upon surrender of the pre-funded warrants to us together with the appropriate instruments of transfer.

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Fractional Shares

Preferred Stock

UnderNo fractional shares of Class A common stock will be issued upon the exercise of the pre-funded warrants. Rather, the number of shares of Class A common stock to be issued will, at our Certificateelection, either be rounded up to the nearest whole number or we will pay a cash adjustment in respect of Incorporation,such final fraction in an amount equal to such fraction multiplied by the exercise price.

Trading Market

There is no established trading market for the pre-funded warrants, and we do not expect a market to develop. We do not intend to apply for a listing of the pre-funded warrants on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the pre-funded warrants will be limited. The Class A common stock issuable upon exercise of the pre-funded warrants is currently listed on Nasdaq.

Rights as a Stockholder

Except as otherwise provided in the pre-funded warrants or by virtue of the holders’ ownership of shares of Class A common stock, the holders of pre-funded warrants do not have the rights or privileges of holders of our Boardshares of Directors is authorized to direct usClass A common stock, including any voting rights, until such pre-funded warrant holders exercise their warrants.

Waivers and Amendments

No term of the pre-funded warrants may be amended or waived without the written consent of the majority of the holders of the pre-funded warrants purchased in this offering.

Placement Agent Warrants

We have also agreed to issue to the placement agent (or its designees) the Placement Agent Warrants to purchase up to shares of preferredClass A common stock in one or more series without stockholder approval. Our Board of Directors has the discretion to determine the rights, preferences, privileges, and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock.

The purpose of authorizing our Board of Directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing flexibilityas compensation in connection with possible acquisitions, futurethis offering. The Placement Agent Warrants will be exercisable immediately and will have substantially the same terms as the Class A common warrants described above, except that the Placement Agent Warrants will have an exercise price of $     per share (representing    % of the combined public offering price per share and accompanying Class A common warrant) and a termination date that will be   years from the commencement of the sales pursuant to this offering. See “Plan of Distribution” below.

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PLAN OF DISTRIBUTION

Pursuant to an engagement agreement dated, 2024 (the “Engagement Agreement”), we have engaged   to act as our exclusive placement agent to solicit offers to purchase the shares of our Class A common stock, Class A common warrants and pre-funded warrants offered by this prospectus. The placement agent is not purchasing or selling any such securities, nor is it required to arrange for the purchase and sale of any specific number or dollar amount of such securities, other than to use its “reasonable best efforts” to arrange for the sale of such securities by us. Therefore, we may not sell all of the shares of Class A common stock, Class A common warrants and pre-funded being offered. The terms of this offering were subject to market conditions and negotiations between us, the placement agent and prospective investors. The placement agent will have no authority to bind us by virtue of the Engagement Agreement. This is a best efforts offering and there is no minimum offering amount required as a condition to the closing of this offering. The placement agent may retain sub-agents and selected dealers in connection with this offering.

Investors purchasing securities offered hereby will have the option to execute a securities purchase agreement with us. In addition to rights and remedies available to all purchasers in this offering under federal securities and state law, the purchasers which enter into a securities purchase agreement will also be able to bring claims of breach of contract against us. The ability to pursue a claim for breach of contract is material to larger purchasers in this offering as a means to enforce the following covenants uniquely available to them under the securities purchase agreement: (i) a covenant to not enter into variable rate financings for a period offollowing the closing of the offering, subject to an exception; and (ii) a covenant to not enter into any equity financings for   from closing of the offering, subject to certain exceptions.

The nature of the representations, warranties and covenants in the securities purchase agreements shall include:

standard issuer representations and warranties on matters such as organization, qualification, authorization, no conflict, no governmental filings required, current in SEC filings, no litigation, labor or other compliance issues, environmental, intellectual property and title matters and compliance with various laws such as the Foreign Corrupt Practices Act; and

covenants regarding matters such as registration of warrant shares, no integration with other offerings, filing of an 8-K to disclose entering into these securities purchase agreements, no shareholder rights plans, no material nonpublic information, use of proceeds, indemnification of purchasers, reservation and listing of Class A common stock, and no subsequent equity sales for            .

Delivery of the shares of Class A common stock, Class A common warrants and pre-funded warrants offered hereby is expected to occur on or about            , 2024, subject to satisfaction of certain customary closing conditions.

We have agreed to pay the placement agent a total cash fee equal to% of the gross proceeds received in the offering and a management fee equal to   % of the gross proceeds raised in the offering. We will also pay the placement agent for non-accountable fees and expenses of up to $            , and its legal fees and expenses and other corporate purposes, couldout-of-pocket expenses in an amount up to $

In addition, we have agreed to issue to the effectplacement agent and its designees the Placement Agent Warrants to purchase that number of making it more difficultshares of our Class A common stock equal to % of the aggregate number of shares of Class A common stock (or Class A common stock equivalents) issued in this offering at an exercise price of $     (equal to    % of the assumed combined public offering price per share of Class A common stock and Class A common warrant) and will terminate on the   anniversary of commencement of sales in this offering. The Placement Agent Warrants are registered by the registration statement of which this prospectus is a part. The form of the Placement Agent Warrants is included as an exhibit to this registration statement of which this prospectus forms a part.

The Placement Agent Warrants provide for customary anti-dilution provisions (for share dividends, splits and recapitalizations and the like) consistent with FINRA Rule 5110. Pursuant to FINRA Rule 5110(e), the Placement Agent Warrants and any shares issuable thereunder shall not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities by any person for a third-partyperiod of 180 days immediately following the date of commencement of sales of this offering, except the transfer of any security: (i) by operation of law or by reason of reorganization of the issuer; (ii) to acquire,any FINRA member firm participating in the offering and the officers, partners, registered persons or could discourage a third-party from seekingaffiliates thereof, if all securities so transferred remain subject to acquire, a majoritythe lock-up restriction set forth above for the remainder of the time period; (iii) if the aggregate amount of our outstanding voting stock. There aresecurities held by the placement agent or related

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persons does not exceed 1% of the securities being offered; (iv) that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund and the participating members in the aggregate do not own more than 10% of the equity in the fund; (v) the exercise or conversion of any security, if all securities remain subject to the lock-up restriction set forth above for the remainder of the time period; (vi) if we meet the registration requirements of Forms S-3, F-3 or F-10; or (vii) back to us in a transaction exempt from registration under the Securities Act.

We estimate the total expenses of this offering paid or payable by us, exclusive of the placement agent’s cash fee of     % of the gross proceeds and expenses, will be approximately $ million. After deducting the fees due to the placement agent and our estimated expenses in connection with this offering, we expect the net proceeds from this offering will be approximately $     million (based on an assumed combined public offering price per share and accompanying Class A common warrant of $    which was the last reported sales price of our Class A common stock on the Nasdaq Capital Market on   , 2024.

The following table shows the per share and total cash fees we will pay to the placement agent in connection with the sale of the Class A common stock, Class A common warrants and pre-funded warrants pursuant to this prospectus.

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

Proceeds to us, before expenses

Indemnification

We have agreed to indemnify the placement agent against certain liabilities, including liabilities under the Securities Act and liabilities arising from breaches of representations and warranties contained in our engagement letter with the placement agent. We have also agreed to contribute to payments the placement agent may be required to make in respect of such liabilities.

Lock-up Agreements

We and each of our officers and directors have agreed with the placement agent to be subject to a lock-up period of            days following the date of closing of the offering pursuant to this prospectus. This means that, during the applicable lock-up period, we and such persons may not offer for sale, contract to sell, sell, distribute, grant any option, right or warrant to purchase, pledge, hypothecate or otherwise dispose of, directly or indirectly, any of our shares of preferredClass A common stock currently outstanding,or any securities convertible into, or exercisable or exchangeable for, shares of Class A common stock, subject to customary exceptions. The placement agent may waive the terms of these lock-up agreements in its sole discretion and without notice. In addition, we have agreed to not issue any securities that are subject to a price reset based on the trading prices of our Class A common stock or upon a specified or contingent event in the future or enter into any agreement to issue securities at a future determined price for a period of            following the closing date of this offering, subject to an exception. The placement agent may waive this prohibition in its sole discretion and without notice.

Right of First Refusal

We have granted the placement agent a right of first refusal, subject to an exception, for a period of twelve months following the closing of this offering, to act as exclusive financial advisor, sole book-running manager, sole underwriter, sole placement agent or sole agent for each and every future debt financing or refinancing and public or private equity offering or acquisition or disposition by us or any of our successors or subsidiaries when we seek a financial advisor, book-running manager, underwriter or placement agent. Notwithstanding anything to the contrary contained in this paragraph, in accordance with FINRA Rule 5110(g)(6)(A)(i), any such right of first refusal described in this paragraph shall not have a duration of more than three years from the commencement of sales of the first Offering or the termination date of the term of the Engagement Agreement.

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Tail

We have also agreed to pay the placement agent a tail fee equal to the cash and warrant compensation in this offering, if any investor, subject to certain exceptions, who with our written approval was contacted or introduced to us by the placement agent during the term of its engagement, provides us with capital in any public or private offering or other financing or capital raising transaction during the 12-month period following expiration or termination of the Engagement Agreement, subject to certain exceptions.

Other Relationships

From time to time, the placement agent may provide in the future various advisory, investment and commercial banking and other services to us in the ordinary course of business, for which they have received and may continue to receive customary fees and commissions. However, except as disclosed in this prospectus, we have no present plansarrangements with the placement agent for any further services.

In addition, in the ordinary course of their business activities, the placement agent and its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The placement agent and its affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to issueclients that they acquire, long and/or short positions in such securities and instruments.

The placement agent acted as the placement agent in connection with several registered offerings in the past three years and it received compensation for each such offering. However, except as disclosed in this prospectus, we have no present arrangements with the placement agent for any shares of preferred stock.further services.

16Regulation M Compliance

Anti-Takeover Provisions

Some provisions of Delaware law and our Certificate of Incorporation and Bylaws could make the following transactions more difficult: an acquisition of us by means of a tender offer; an acquisition of us by means of a proxy contest or otherwise; or the removal of our incumbent officers and directors. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that stockholdersThe placement agent may otherwise considerbe deemed to be in their best interests or in our best interests, including transactions that provide for paymentan underwriter within the meaning of a premium over the market price for our shares.

These provisions, summarized below, are intended to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our Board of Directors. We believe that the benefitsSection 2(a)(11) of the increased protection of our potential ability to negotiate withSecurities Act, and any commissions received by it and any profit realized on the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because negotiation of these proposals could result in an improvement of their terms.

Undesignated Preferred Stock. The ability of our Board of Directors, without action by our stockholders, to issue up to 5,000,000 shares of undesignated preferred stock with voting or other rights or preferences as designated by our Board of Directors could impede the success of any attempt to effect a change in control of our company. These and other provisions may have the effect of deterring hostile takeovers or delaying changes in control or management of our company.

Dual Class Stock. As described above in “— Common Stock — Voting,” our Certificate of Incorporation provides for a dual class common stock structure, consisting of Common Stock and Class B Common Stock (collectively, our “common stock”), which provides holders of our Class B Common Stock with significant influence over matters requiring stockholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets.

Stockholder Meetings. Our Bylaws provide that a special meeting of stockholders maysecurities offered hereby by it while acting as principal might be called only by the chair of our Board of Directors, our chief executive officer or president (in the absence of a chief executive officer), or by a resolution adopted by a majority of our Board of Directors.

Requirements for Advance Notification of Stockholder Nominations and Proposals. Our Bylaws include advance notice procedures with respect to stockholder proposalsdeemed to be brought before a stockholder meeting and the nomination of candidates for election as directors, other than nominations made byunderwriting discounts or at the direction of our Board of Directors or a committee of our Board of Directors.

Elimination of Stockholder Action by Written Consent. Any action to be taken by our stockholders must be effected at duly called annual or special meetings of stockholders and may not be taken by written consent.

Staggered Board. Our Board of Directors is divided into three classes. The directors in each class serve a three-year term, with one class being elected each year by our stockholders. This system of electing and removing directors may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control of us, because it generally makes it more difficult for stockholders to replace a majority of the directors.

Removal of Directors. Our Certificate of Incorporation provides that no member of our Board of Directors may be removed from office by our stockholders except for cause and, in addition to any other vote required by law, upon the approval of the holders of at least two-thirds in voting power of the outstanding shares of stock entitled to vote in the election of directors.

Stockholders Not Entitled to Cumulative Voting. Our Certificate of Incorporation does not permit stockholders to cumulate their votes in the election of directors. Accordingly, the holders of a majority of the outstanding shares of our common stock entitled to vote in any election of directors are able to elect all of the directors standing for election, if they choose. Further, as discussed above, holders of our Class B Common Stock are entitled to five votes for each share of Class B Common Stock held by them, including with respect to election of directors.

17

Choice of Forum. Our Certificate of Incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty or other wrongdoing by any of our directors, officers, employees or agents to us or our stockholders, (3) any action asserting a claim against us arising pursuant to any provision of the DGCL or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, (4) any action to interpret, apply, enforce or determine the validity of our Certificate of Incorporation or Bylaws, or (5) any action asserting a claim governed by the internal affairs doctrine. Under our Certificate of Incorporation, this exclusive forum provision will not apply to claims which are vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery of the State of Delaware, or for which the Court of Chancery of the State of Delaware does not have subject matter jurisdiction. For instance, the provision would not apply to actions arising under federal securities laws, including suits brought to enforce any liability or duty created by the Securities Act, the Exchange Act, or the rules and regulations thereunder.

Our Certificate of Incorporation further provides that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arisingcommissions under the Securities Act. Our CertificateThe placement agent will be required to comply with the requirements of Incorporation also provides thatthe Securities Act and the Exchange Act, including, without limitation, Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of our securities by the placement agent. Under these rules and regulations, the placement agent may not (i) engage in any stabilization activity in connection with our securities; and (ii) bid for or purchase any of our securities or attempt to induce any person or entity holding, purchasing, or otherwise acquiringto purchase any interest in shares of our capitalsecurities, other than as permitted under the Exchange Act, until they have completed their participation in the distribution.

Listing and Transfer Agent

Our Class A common stock is listed on the Nasdaq Capital Market and trades under the symbol “LGVN.” The transfer agent of our Class A common stock is Colonial Stock Transfer Company, Inc. There is no established public trading market for the Class A common warrants or pre-funded warrants, and we do not plan on making an application to list the Class A common warrants or pre-funded warrants on the Nasdaq Capital Market, any national securities exchange or other nationally recognized trading system. We will act as the registrar and transfer agent for the Class A common warrants.

Electronic Distribution

This prospectus in electronic format may be deemed to have notice ofmade available on websites or through other online services maintained by the placement agent, or by its affiliates. Other than this prospectus in electronic format, the information on the placement agent’s website and to have consented to these choice of forum provisions. It is possible that a court of law could rule that the choice of forum provisionany information contained in our Certificateany other website maintained by the placement agent is not part of Incorporation are inapplicable or unenforceable if they are challenged in a proceeding or otherwise.

Amendment of Charter Provisions. The amendment of any of the above provisions, except for the provision making it possible for our Board of Directors to issue preferred stock and the provision prohibiting cumulative voting, would require approval by holders of at least two-thirds in voting power of the outstanding shares of stock entitled to vote thereon.

The provisions of Delaware law, and our Certificate of Incorporation and Bylaws, could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our Common Stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in the composition of our board and management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

Section 203 of the Delaware General Corporation Law. We are subject to Section 203 of the DGCL, which prohibits persons deemed to be “interested stockholders” from engaging in a “business combination” with a publicly held Delaware corporation for three years following the date these persons become interested stockholders unless the business combination is,this prospectus or the transactionregistration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or the placement agent in which the person becameits capacity as an interested stockholder was, approved in a prescribed manner or another prescribed exception applies. Generally, an “interested stockholder” is a person who, together with affiliatesunderwriter, and associates, owns, or within three years prior to the determinationshould not be relied upon by investors.

37

Table of interested stockholder status did own, 15% or more of a corporation’s voting stock. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. The existence of this provision may have an anti-takeover effect with respect to transactions not approved in advance by our Board of Directors.Contents

18

LEGAL MATTERS

The validity of the securitiesshares of Class A common stock offered hereby and certain other legal matters will be passed upon for us by Buchanan Ingersoll & Rooney PC, Pittsburgh, Pennsylvania. Certain attorneys affiliated with Buchanan Ingersoll & Rooney PC own approximately 20,000 2,000shares of Common Stock.Class A common stock (following the 2024 Reverse Split). Certain legal matters will be passed upon for the placement agent by            .

EXPERTS

EXPERTS

The financial statements of Longeveron Inc. (i) as of December 31, 2023 and 2022 and for the yearyears then ended, incorporated in this prospectus by reference from the Annual Report on Form 10-K10-K for the year ended December 31, 20222023 (the “2022 10-K”“2023 10-K), have been audited by Marcum LLP, an independent registered public accounting firm, as stated in their report; and (ii)its report (which contains an explanatory paragraph relating to substantial doubt about the ability of Longeveron, Inc. to continue as of December 31, 2021 and fora going concern as described in Note 1 to the year then ended, incorporated in this prospectus by reference from the 2022 10-K, have been audited by MSL, P.A.financial statements), an independent registered public accounting firm, as stated in theirwhich report which reports areis incorporated herein by reference. Such financial statements have been so incorporated in reliance upon the reportsreport of such firmsfirm given upon theirits authority as expertsan expert in accounting and auditing.

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WHERE YOU CAN FIND MORE INFORMATION

Available Information

We make periodic and other filings required to be filed by us as a reporting company under Sections 13 and 15(d) of the Exchange Act. The SEC maintains a website at http://www.sec.gov that contains the reports, proxy and information statements, and other information that issuers, such as us, file electronically with the SEC. Our website address is http://longeveron.com.longeveron.com. Information contained on our website, however, is not, and should not be deemed to be, incorporated into this prospectus and you should not consider information contained on our website to be part of this prospectus. We have included our website address as an inactive textual reference only.

This prospectus and any prospectus supplement are part of a registration statement that we filed with the SEC and do not contain all of the information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Forms of the documents establishing the terms of the offered securities are or may be filed as exhibits to the registration statement or documents incorporated by reference in the registration statement. Statements in this prospectus or any prospectus supplement about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters. You may inspect a copy of the registration statement through the SEC’s website, as provided above.

19Incorporation by Reference

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus. Any statement contained in this prospectus or a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus modifies or replaces that statement:statement.

We incorporate by reference the following documents or information that we have filed with the SEC:

our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 14, 2023;

our Annual Report on Form 10-K for the fiscal year ended December31, 2023, filed with the SEC on February27, 2024, as amended on Form 10-K/A and filed with the SEC on March11, 2024;

our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023, filed with the SEC on May 12, 2023;

our Current Reports on Form 8-K filed with the SEC on February22, 2024, March7, 2024, and March19, 2024; and

our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023, filed with the SEC on August 11, 2023;

our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023, filed with the SEC on November 9, 2023;

our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 28, 2023;

our Definitive Proxy Statement on Schedule 14A, filed with the SEC on November 14, 2023; and

our Current Reports on Form 8-K filed with the SEC on January 27, 2023, February 28, 2023, April 10, 2023, June 5, 2023, June 12, 2023, July 5, 2023, July 20, 2023, August 14, 2023August 16, 2023August 18, 2023September 25, 2023October 5, 2023, and October 13, 2023.

In addition to the filings listed above, any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after (i) the date of this registration statement and prior to effectiveness of this registration statement and (ii) the date of this prospectus and before the completion of the offering of the securities included in this prospectus, however, we will not incorporate by reference any document or portions thereof that are not deemed “filed” with the SEC, or any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K8-K or related exhibits furnished pursuant to Item 9.01 of Current Reports on Form 8-K.8-K.

We will provide, without charge, to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon such person’s written or oral request, a copy of any and all of the information incorporated by reference in this prospectus. You may request a free copy of any of the documents incorporated by reference in this prospectus by writing or telephoning us at the following address:

Longeveron Inc.
1951 NW 7th Avenue, Suite 520
Miami, FL 33136
(305) 909-0840909-0840

Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus or any accompanying prospectus supplement.

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20Up to

5,018,183 Shares of Common Stock
Up to
            Class A Common Warrants to Purchase Shares of Common Stock
Up to            Pre-Funded Warrants to Purchase Shares of Common Stock
Placement Agent Warrants to Purchase up to            Shares of Common Stock
Up to            Shares of Common Stock Underlying the Class A Common Warrants,
Pre-Funded Warrants
and Placement Agent Warrants

___________________________

PRELIMINARY PROSPECTUS

___________________________

, 2024

 

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PRELIMINARY PROSPECTUS

_______________, 2023

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.Other Expenses of Issuance and DistributionDistribution.

The following table sets forth the costs and expenses, other than underwriting discounts and commissions, payabledealer-manager fees to be paid by us in connection with the offering of securities described in this registration statement. All amounts are estimates except for the SEC registration fee and Financial Industry Regulatory Authority (“FINRA”) filing fee. We will bear all expenses shown below.

SEC registration fee

 

$

2,464.92

FINRA filing fee

 

$

3,005.00

Printing and mailing

 

 

*

Legal fees and expenses

 

 

*

Accounting fees and expenses

 

 

*

Miscellaneous fees and expenses

 

 

*

Total

 

$

*

____________

  Amount 
SEC registration fee $1,356 
Accounting fees and expenses $30,000 
Legal fees and expenses $40,000 
Printing and engraving expenses $15,000 
Miscellaneous fees and expenses $8,000 
Total expenses $94,356 

*To be filed by amendment.

Item 14.Indemnification of Directors and OfficersOfficers.

Section 102 of the DGCL permits a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our Certificatecertificate of Incorporationincorporation provides that no director of the Registrant shall be personally liable to it or its stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability, except to the extent that the DGCL prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty.

Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at the request of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which he was or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Our Certificatecertificate of Incorporationincorporation provides that we will indemnify each person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of us) by reason of the fact that he or she is or was, or has agreed to become, a director or officer, or is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding and any appeal therefrom, if such Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, and, with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. Our Certificaterestated certificate of Incorporationincorporation provides that we will indemnify any Indemnitee who was or is a party to an action

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or suit by or in the right of us to procure a judgment in our favor by reason of the fact that the Indemnitee is or was, or has agreed to become, a director or officer, or is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees) and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding, and any appeal therefrom, if the Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, except that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to us, unless a court determines that, despite such adjudication but in view of all of the circumstances, he or she is entitled to indemnification of such expenses. Notwithstanding the foregoing, to the extent that any Indemnitee has been successful, on the merits or otherwise, he or she will be indemnified by us against all expenses (including attorneys’ fees) actually and reasonably incurred in connection therewith. Expenses must be advanced to an Indemnitee under certain circumstances.

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We have entered into indemnification agreements with each of our directors and officers. These indemnification agreements may require us, among other things, to indemnify our directors and officers for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of his or her service as one of our directors or officers, or any other company or enterprise to which the person provides services at our request.

We maintain a general liability insurance policy that covers certain liabilities of directors and officers of our corporation arising out of claims based on acts or omissions in their capacities as directors or officers.

In any underwriting agreement we enter into in connection with the sale of Class A common stock being registered hereby, the underwriters will agree to indemnify, under certain conditions, us, our directors, our officers and persons who control us within the meaning of the Securities Act, against certain liabilities.

Item 15.Recent Sales of Unregistered Securities.

Set forth below is information regarding unregistered securities issued by us within the past three years.years (as adjusted for the 2024 Reverse Split and subject to adjustment based on issuances of additional shares as applicable due to the rounding up of fractional shares resulting from the 2024 Reverse Split). Also included is the consideration received by us for such unregistered securities and information relating to the section of the Securities Act, or rule of the SEC,Securities and Exchange Commission, under which exemption from registration was claimed.

During the nine months ended September30, 2021, we issued a total of 16,372 unregistered shares of Class A common stock, with an aggregate value of $1.2 million, as consideration under various pre-existing consulting and license agreements. More specifically, of the amount noted in the prior sentence, 11,039shares were issued to University of Miami and 5,334shares were issued to the Company’s investor relations consultants. The issuance of securities in the transactions described above were each exempt from registration under Section 4(a)(2) of the Securities Act and/or Rule 506 promulgated thereunder.

On November30, 2021, we entered into a Purchase Agreement with the Purchasers (as defined therein) for the purchase and sale of an aggregate of 116,929shares of our Class A common stock and warrants to purchase 116,929shares of Class A common stock at an initial exercise price of $175.00 per share (the “PIPE Warrants”), at a combined purchase price of $175.00 per share of Class A common stock and PIPE Warrants. The shares of Class A common stock and the PIPE Warrants were issued at a closing on December3, 2021 pursuant to the terms of the Purchase Agreement. Concurrently, we issued warrants to purchase 4,673shares of Class A common stock at an initial exercise price of $175.00 per share to the representative in the PIPE transaction.

On October13, 2023, in a private placement concurrent with the October registered direct offering, we sold to an institutional accredited investor unregistered Series A Warrants to purchase up to an aggregate of 242,425shares of its Class A common stock and unregistered Series B Warrants to purchase up to an aggregate of 242,425shares of its Class A common stock. The unregistered Series A Warrants have an exercise price of $16.50 per share, became exercisable commencing on the effective date of stockholder approval of the issuance of the Series A Warrants and the shares issuable thereunder, and

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In March 2020, we completed the sale of 22,902 Series C units to accredited investors for an aggregate purchase price of $1,374,120, or $60.00 per unit.

expire on April13, 2029. The unregistered Series B Warrants have an exercise price of $16.50 per share, became exercisable commencing on the effective date of stockholder approval of the issuance of the Series B Warrants and the shares issuable thereunder, and expire on April14, 2025.

During the nine months ended September 30, 2021, we issued a total of 163,719 unregistered shares of Common Stock, with an aggregate value of $1.2 million, as consideration under various pre-existing consulting and license agreements. More specifically, of the amount noted in the prior sentence, 110,387 shares were issued to University of Miami and 53,332 shares were issued to the Company’s investor relations consultants.

Pursuant to the Engagement Letter between the Company and H.C. Wainwright & Co., LLC (“Wainwright”), on October13, 2023, we issued to Wainwright, or its designees, warrants to purchase 16,970shares of Common, which have substantially the same terms as the October private placement warrants, except that the exercise price is equal to $20.625 and expire on October11, 2028.

On November 30, 2021, we entered into a Purchase Agreement (the “2021 Purchase Agreement”) with the Purchasers (as defined therein) for the purchase and sale of (a) an aggregate of 1,169,288 shares of our Common Stock and warrants to purchase 1,169,288 shares of Common Stock at an initial exercise price of $17.50 per share (the “PIPE Warrants”), at a combined purchase price of $17.50 per share of Common Stock and PIPE Warrants. The shares of Common Stock and the PIPE Warrants were issued at a closing on December 3, 2021 pursuant to the terms of the 2021 Purchase Agreement.

On December22, 2023, in a private placement concurrent with the December registered direct offering, we sold to an institutional accredited investor warrants to purchase up to an aggregate of 135,531shares of our Class A common stock, which have an exercise price of $16.20 per share, became immediately exercisable upon the issuance thereof, and expire on June22, 2029.

On October 11, 2023, in a private placement concurrent with the Registered Direct Offering described herein, we agreed to sell to an institutional accredited investor unregistered Series A Warrants to purchase up to an aggregate of 2,424,243 shares of its Common Stock and unregistered Series B Warrants to purchase up to an aggregate of 2,424,243 shares of its Common Stock (the “Private Placement Warrants”). The unregistered Series A Warrants have an exercise price of $1.65 per share, will become exercisable commencing on the effective date of stockholder approval of the issuance of the Series A Warrants and the shares issuable thereunder, and expire on April 13, 2029. The unregistered Series B Warrants have an exercise price of $1.65 per share, will become exercisable commencing on the effective date of stockholder approval of the issuance of the Series B Warrants and the shares issuable thereunder, and expire on April 14, 2025. The Private Placement Warrants were issued at a closing on October 13, 2023 pursuant to the terms of the Purchase Agreement described herein.

Pursuant to the Engagement Letter between the Company and Wainwright described herein, on December22, 2023, we issued to Wainwright, or its designees, warrants to purchase 9,488shares of Common, which have substantially the same terms as the December 2023 private placement warrants, except that they have an exercise price equal to $21.813 and expire on December20, 2028.

Pursuant to the Engagement Letter between the Company and Wainwright described herein, on October 13, 2023 we issued to Wainwright, or its designees, warrants to purchase 169,697 shares of Common Stock (the “Placement Agent Warrants”). The Placement Agent Warrants have substantially the same terms as the Private Placement Warrants, except that the Placement Agent Warrants have an exercise price equal to $2.0625, or 125% of the offering price per share of Common Stock sold in the Registered Direct Offering, and the Placement Agent Warrants expire on October 11, 2028.

The offer and sale of all securities listed in this item 15 was made to a limited number of accredited investors and qualified institutional buyers in reliance upon exemptions from the registration requirements pursuant to Section 4(a)(2) under the Securities Act and Regulation D promulgated under the Securities Act. Individuals who purchased securities as described above represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the share certificates issued in such transactions.

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Item 16.Exhibits and Financial Statement SchedulesSchedules.

(a)Exhibits.

Exhibit
Number

 

Description of Exhibit

2.1

 

Plan of Conversion, incorporated by reference to Exhibit 2.1 to the Registrant’s Annual Report on Form 10-K filed on March 30, 2021

2.2

 

Certificate of Conversion of Longeveron LLC, incorporated by reference to Exhibit 2.2 to the Registrant’s Annual Report on Form 10-K filed on March 30, 2021

3.1

 

Certificate of Incorporation of Longeveron Inc., incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8 filed on February 16, 2021

3.2

 

Certificate of Amendment to Certificate of Incorporation of Longeveron Inc., incorporated by reference to Exhibit 3.1(a) to the Registrant’s Current Report on Form 8-K filed March 19, 2024

3.3

Bylaws of Longeveron Inc., incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-8 filed on February 16, 2021

3.3

4.1

 

First Amended and Restated Limited Liability Company Agreement of Longeveron LLC, effective December 31, 2014, incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement No. 333-252234 filed January 19, 2021

3.3.1First Amendment to First Amended and Restated Limited Liability Company Agreement of Longeveron LLC, effective July 18, 2017, incorporated by reference to Exhibit 3.3.1 to the Registrant’s Registration Statement No. 333-252234 filed January 19, 2021
3.3.2Second Amendment to First Amended and Restated Limited Liability Company Agreement of Longeveron LLC, effective October 5, 2017, incorporated by reference to Exhibit 3.3.2 to the Registrant’s Registration Statement No. 333-252234 filed January 19, 2021
3.3.3Third Amendment to First Amended and Restated Limited Liability Company Agreement of Longeveron LLC, effective October 23, 2017, incorporated by reference to Exhibit 3.3.3 to the Registrant’s Registration Statement No. 333-252234 filed January 19, 2021
3.3.4Fourth Amendment to First Amended and Restated Limited Liability Company Agreement of Longeveron LLC, effective October 15, 2023, incorporated by reference to Exhibit 3.3.4 to the Registrant’s Registration Statement No. 333-252234 filed January 19, 2021
4.1Specimen Class A Common Stock Certificate evidencing the shares of Class A Common Stock, incorporated by reference to Exhibit 4.1 on Registrant’s Registration Statement No. 333-252234 filed February 3, 2021

4.2

 

IPO Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, incorporated by reference to Exhibit 4.2 of the Registrant’s Annual Report on Form 10-K filed February 27, 2024.

4.3

Underwriter Warrants issued February 17, 2021, incorporated by reference to Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K filed on March 30, 2021

4.3

4.4

 

Form of PIPE Purchaser Warrant, incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed December 3, 2021

4.4

4.5

 

Form of PIPE Representative Warrant, incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed December 3, 2021

4.5

4.6

 

Form of Pre-Funded Common Stock Purchase Warrant, incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed October 13, 2023

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Table of Contents

4.6Exhibit
Number

 

Description of Exhibit

4.7

Form of Series A/B Common Stock Purchase Warrant, incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed October 13, 20232023.

4.7

4.8

 

Form of Placement Agent Common Stock Purchase Warrant, incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed October 13, 20232023.

5.1*

4.9

 

Form of Common Stock Warrant, incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed December 22, 2023.

4.10

Form of Placement Agent Warrant, incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed December 22, 2023.

4.11+

Form of Pre-Funded Warrant

4.12+

Form of Common Warrant

4.13+

Form of Placement Agent Warrant

5.1+

Opinion of Buchanan Ingersoll & Rooney PC

10.1

 

Exclusive License Agreement dated November 20, 2014, between the University of Miami and Longeveron LLC, incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement No. 333-252234 filed January 19, 2021

10.1.1

 

Amendment to Exclusive License Agreement dated December 11, 2017, between the University of Miami and Longeveron LLC, incorporated by reference to Exhibit 10.1.1 to the Registrant’s Registration Statement No. 333-252234 filed January 19, 2021

II-3

Exhibit Number

10.1.2

 Description of Exhibit
10.1.2

Second Amendment to Exclusive License Agreement dated March 3, 2021, between the University of Miami and Longeveron Inc., incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed March 9, 2021

10.2

 

Collaborative Research and Development Agreement dated March 3, 2021, between the University of Miami and Longeveron Inc., incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed March 9, 2021

10.3

 

License Agreement dated December 22, 2016, between JMHMD Holdings, LLC and Longeveron LLC, incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement No. 333-252234 filed January 19, 2021

10.3.1

 

First Amendment to License Agreement effective December 22, 2016, by and between JMH MDJMHMD Holdings, LLC and Longeveron LLC, incorporated by reference to Exhibit 10.2.1 to the Registrant’s Registration Statement No. 333-252234 filed January 19, 2021

10.4#

 

Consulting Services Agreement, dated November 20, 2014, by and between Longeveron LLC and Joshua M. Hare, M.D., incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement No. 333-252234 filed January 19, 2021

10.5#

 

Employment Agreement, effective August 12, 2020 by and between Longeveron LLC and James Clavijo, incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement No. 333-252234 filed January 19, 2021

10.6

10.5.1#

 

Separation Agreement and General Release, effective June 9, 2023, by and between Longeveron, Inc. and James Clavijo incorporated by reference to Exhibit 10.5.1 of the Registrant’s Annual Report on Form 10-K filed February 27, 2024.

10.6*

Lease Agreement, dated October 6, 2015 by and between Wexford Miami, LLC and Longeveron LLC, incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement No. 333-252234 filed January 19, 2021

10.7

10.7*

 

Grant Agreement, dated October 1, 2020 by and between the Maryland Stem Cell Research Commission, acting by and through the Maryland Technology Development Corporation, and Longeveron LLC, incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement No. 333-252234 filed January 19, 2021

10.8

 

Alzheimer’s Association Grant to Longeveron LLC, dated April 1, 2023, incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement No. 333-252234 filed January 19, 2021

10.9National Institutes of Health Grant to Longeveron LLC, dated April 26, 2023, incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement No. 333-252234 filed January 19, 2021
10.10National Institutes of Health Grant to Longeveron LLC, dated June 24, 2020, incorporated by reference to Exhibit 10.9 to the Registrant’s Registration Statement No. 333-252234 filed January 19, 2021
10.11National Institutes of Health Grant to University of Maryland Baltimore, dated September 9, 2020, incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement No. 333-252234 filed January 19, 2021
10.12Paycheck Protection Program Promissory Note dated April 16, 2020, incorporated by reference to Exhibit 10.11 to the Registrant’s Registration Statement No. 333-252234 filed January 19, 2021
10.132017 Longeveron LLC Incentive Plan, dated July 18, 2017, incorporated by reference to Exhibit 10.12 to the Registrant’s Registration Statement No. 333-252234 filed January 19, 2021

10.14

10.9

 

Longeveron Inc. 2021 Incentive Award Plan, incorporated by reference to Exhibit 10.13 on Registrant’s Registration Statement No. 333-252234 filed February 3, 2021

10.15

10.9.1

 

Amended and Restated Longeveron Inc. 2021 Incentive Award Plan, incorporated by reference to Appendix A of the Registrant’s Definitive Proxy Statement, filed April 28, 2023

10.10

Form of Indemnification Agreement for Officers and Directors, incorporated by reference to Exhibit 10.14 to the Registrant’s Registration Statement No. 333-252234 filed February 3, 2021

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Table of Contents

10.16Exhibit
Number

 

Description of Exhibit

10.11

Form of Securities Purchase Agreement, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed December 3, 2021

10.17

10.12

 

Form of Registration Rights Agreement, incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed December 3, 2021

10.18

10.13#

 

Employment Agreement between Longeveron Inc. and K. Chris Min, M.D., Ph.D., incorporated by reference to Exhibit 10.1 to the Registrant’s current report on Form 8-K filed April 5, 2022.

10.13.1#

Separation Agreement and General Release, effective March 31, 2023 between Longeveron Inc. and K. Chris Min, M.D. and Ph.D. incorporated by reference to Exhibit 10.13.1 of the Registrant’s Annual Report on Form 10-K filed February 27, 2024.

10.14#

Employment Agreement between Longeveron Inc. and Wa’el Hashad, incorporated by reference to Exhibit 10.1 to the Registrant’s current report on Form 8-K filed February 28, 2023.

10.15#

Employment Agreement between Longeveron Inc. and Paul Lehr dated May 3, 2022, incorporated by reference to Exhibit 10.15 of the Registrant’s Annual Report on Form 10-K filed February 27, 2024.

10.16#

Letter Agreement between Longeveron, Inc. and Lisa Locklear, dated July 14, 2023, incorporated by reference to Exhibit 10.16 of the Registrant’s Annual Report on Form 10-K filed February 27, 2024.

10.17#

Letter Agreement between Longeveron, Inc. and Nataliya Agafonova, M.D. dated June 21, 2023, incorporated by reference to Exhibit 10.17 of the Registrant’s Annual Report on Form 10-K filed February 27, 2024.

10.18

Form of Securities Purchase Agreement, dated October 11, 2023, by and between the Company and the Purchaser signatory thereto, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed October 13, 2023

21.1

10.19

 

Form of Securities Purchase Agreement, dated December 20, 2023, by and between the Company and the Purchaser signatory thereto, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed December 22, 2023

10.20+

Form of Securities Purchase Agreement

16.1

Letter to Securities and Exchange Commission from MSL, P.A. dated March 25, 2022, incorporated by reference to Exhibit 16.1 to the Registrant’s current report on Form 8-K filed March 25, 2022.

21.1

Subsidiaries of the Registrant, incorporated by reference to Exhibit 21.1 to the Registrant’s Registration Statement No. 333-252234 filed January 19, 2021

23.1*

 

Consent of Marcum LLP, independent registered public accounting firm

23.2*

23.3+

 Consent of MSL, P.A., former independent public accounting firm
23.3*

Consent of Buchanan Ingersoll & Rooney PC (included in Exhibit 5.1)

24.1*

 

Power of Attorney (included on signature page to this Registration Statement)

101.INS

 

Inline XBRL Instance Document

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101)

107*

 

Filing Fee Table

____________

*Filed herewith

+To be filed by amendment.

#Indicates management contract or compensatory plan.

Portions of this exhibit (indicated by asterisks) have been redacted in accordance with Item 601(a)(6) of Regulation S-K. This information is not material and disclosure of such information would constitute an unwarranted invasion of personal privacy.

(b) Financial Statement Schedules.Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.

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Table of Contents

*Filed herewith
#Indicates management contract or compensatory plan.

II-4

Item 17.Undertakings.

(a)The undersigned registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effectivepost-effective amendment to this registration statement:

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)To reflect in the prospectus any facts or events arising after the effective date of thethis registration statement (or the most recent post-effectivepost-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high endand of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.statement; and

(iii)To include any material information with respect to the plan of distribution not previously disclosed in thethis registration statement or any material change to such information in thethis registration statement;

provided, however,, that Paragraphs paragraphs (1)(i), (1)(ii), and (1)(iii) of this sectionabove do not apply if the registration statement is on Form S-1 and the information required to be included in a post-effectivepost-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to sectionSection 13 or sectionSection 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in thisthe registration statement,statement.

(2)That, for the purpose of determining any liability under the Securities Act, of 1933, each such post-effectivepost-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effectivepost-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: each

(i)Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424(b)424;

(ii)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

II-6

Table of Contents

(5)That, for the purpose of determining any liability under the Securities Act:

(i)the information omitted from the form of prospectus filed as part of athe registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance onupon Rule 430A and contained in the form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of and included in the registration statement as of the datetime it is first used after effectiveness; provided, however,was declared effective; and;

(ii)each post-effective amendment that no statement made incontains a form of prospectus shall be deemed to be a new registration statement or prospectusrelating to the securities offered therein, and the offering of such securities at that is part oftime shall be deemed to be the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.initial bona fide offering thereof.

(b)The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to sectionSection 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to sectionSection 15(d) of the Securities Exchange Act of 1934)Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)Insofar as indemnification for liabilities arising under the Securities Act, of 1933as amended, may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange CommissionSEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant

II-7

Table of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.Contents

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrantregistrant has duly caused this registration statementRegistration Statement on Form S-1S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Miami, Florida, on November 15, 2023.this 18th day of March, 2024.

 

LONGEVERON INC.

  

By:

 By:

/s/ Mohamed Wa’el Ahmed Hashad

 Name: 

Mohamed Wa’el Ahmed Hashad

 Title:

Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Wa’el Hashad, Lisa Locklear and Paul Lehr and each of them singly, his or her true and lawful attorneys-in-factattorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-1 and any and all amendments (including post-effectivepost-effective amendments) theretoto this registration statement and any and all additional registration statements pursuant to Rule 462(b) of Longeveron Inc.the Securities Act and to file the same, with all exhibits thereto and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-factattorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-factattorneys-in-fact and agents or either of them or their, his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statementRegistration Statement on Form S-1S-1 has been signed by the following persons in the capacities and on the dates indicated.

Signature

 

Title

 

Date

/s/ Mohamed Wa’el Ahmed Hashad

Chief Executive Officer

March18, 2024

Mohamed Wa’el Ahmed Hashad

(principal executive officer)

/s/ Lisa A. Locklear

Chief Financial Officer

March18, 2024

Lisa A. Locklear

(principal financial and accounting officer)

/s/ Khoso Baluch

Director

March18, 2024

Khoso Baluch

    

/s/ Wa’el HashadNeil E. Hare

 Chief Executive Officer and

Director

 

March18, 2024

Wa’el Hashad(principal executive officer)November 15, 2023

Neil E. Hare

    

/s/ Lisa A. LocklearDouglas Losordo

 Chief Financial Officer

Director

 

March18, 2024

Lisa A. Locklear(principal financial officer and principal accounting officer)November 15, 2023

Douglas Losordo

    

/s/ Joshua M. HareJeffrey Pfeffer

Director

March18, 2024

Jeffrey Pfeffer

    
Joshua M. Hare

/s/ Ursula Ungaro

 

Director

 

MarchNovember 15, 202318, 2024

Ursula Ungaro

    
/s/ Neil E. Hare
Neil E. HareDirectorNovember 15, 2023
/s/ Rock Soffer
Rock SofferDirectorNovember 15, 2023
/s/ Cathy Ross
Cathy RossDirectorNovember 15, 2023
/s/ Khoso Baluch
Khoso BaluchDirectorNovember 15, 2023
/s/ Ursula Ungaro
Ursula UngaroDirectorNovember 15, 2023
/s/ Douglas Losordo
Douglas LosordoDirectorNovember 15, 2023
/s/ Jeffrey Pfeffer
Jeffrey PfefferDirectorNovember 15, 2023

II-8

II-6

0001721484 2023-11-15 2023-11-152023-01-01 2023-12-31