As filed with the Securities and Exchange Commission on August 11, 2023.March 19, 2024.

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

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AMENDMENT NO. 2

TO

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

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Longeveron Inc.

(Exact name of registrant as specified in its charter)

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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)

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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)

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With a copy to:

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Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement is declared effective.

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

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

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

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

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

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

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EXPLANATORY NOTE

We will not receive any proceeds from any sale of Subscription Rights undertaken by our principal stockholders and such directors and executive officers.2024 Reverse Split.

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

Preliminary Prospectus Subject to Completion, Dated August 11, 2023March 19, 2024

112,193,315 Transferable Subscription RightsLongeveron Inc.

Up toShares of Class A common stock
Up to            Class A Common Warrants to Purchase Shares of Class A common stock
Up to            Pre-Funded Warrants to Purchase Shares of Class A common stock
Placement Agent Warrants to Purchase up to            Shares of Class A common stock
Shares of Class A common stock Underlying the Class A Common Warrants,
Pre-Funded Warrantsand Placement Agent Warrants

We are offering up toshares 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,
and up to 10,000,000 or the pre-funded warrants, in lieu of shares of Class A common stock at $3.00stock. 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
issuable upon exercise of Subscription Rights or subsequent placement

We are distributingClass A common stock and accompanying Class A common warrant being sold to holders (such holders, including holders who may acquire rights by purchasing them from others, referred tothe public in this registration statement as “holders” or “you”)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 Class B common stock (together, our “common stock”) and holders of warrants exercisable for our Class A common stock (the “Participating Warrants”), at no charge, transferable subscription rights (the “Subscription Rights”) to purchase up to $30.0 million of our Class A common stock. We refer to thethat we are offering that is the subject of this prospectus as the “Rights Offering”. In the Rights Offering, you will receive, on August18, 2023, the record date of the Rights Offering (the “Record Date”), five Subscription Rights for every share of common stock beneficially owned or share of Class A common stock underlying a Participating Warrant owned and settled by 5:00 p.m., Eastern Time, on August16, 2023.

Each Subscription Right consists of a basic subscription right and an over-subscription privilege. Each Subscription Right will entitle the holder to purchase one share of Class A common stock, at a subscription price per share equal to $3.00. Once the Rights Offering has commenced, the Subscription Rights will be transferable until the expiration of the Rights Offering. We have applieddecreased on a one-for-one basis. This offering also relates to list such rights for trading on The Nasdaq Capital Market (“Nasdaq”) under the symbol “LGVNR.” We will not commence this offering until the Subscription Rights are approved for listing by Nasdaq.

In the event that holders exercise Subscription Rights for in excess of the aggregate maximum exercise amount of $30.0 million, the amount subscribed for by each holder will be proportionally reduced, based on the amount subscribed for (not including any over-subscription privilege subscribed for). If you exercise your basic subscription right in full, and any portion of the shares of Class A common stock availableissuable upon exercise of the Class A common warrants and the pre-funded warrants.

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

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

Our Class A common stock is listed on the Nasdaq Capital Market under the termssymbol “LGVN.” The last reported sale price of our Class A common stock on the Rights Offering remain unsubscribed, you will be entitled toNasdaq Capital Market on March 18, 2024, was $0.44 per share. All share, Class A common warrant and pre-funded warrant numbers are based on an overassumed combined public offering price of $            per share and the accompanying Class A common warrant and $            per pre-subscription-funded privilege to purchase a portion ofwarrant and the unsubscribed sharesaccompanying Class A common warrant. The actual combined public offering price per share of Class A common stock at the subscription price, subject to proportional reduction if required among those who properly exercised their over-subscription privilege based on the amount of their over-subscription commitment. Once made, all exercises of rights are irrevocable.

You may only purchase the number of shares ofand accompanying Class A common stock purchasable upon exercise of the number of basic subscription rights distributed to you in the Rights Offering, subject to proration as described herein, plus the overwarrant, and per pre-subscription-funded privilege, if any. Accordingly, the number of shares ofwarrant and accompanying Class A common stock that you may purchase in the Rights Offering is limited by the number of shares of our common stock you held or would have held upon full exercise of Participating Warrants held on the Record Date and by the extent to which other stockholders exercise their basic subscription rights and over-subscription privileges, which we cannot determine prior to completion of the Rights Offering.

The Subscription Rights will expire if they are not exercised by 5:00 p.m., Eastern Time, on September21, 2023, unless the Rights Offering is extended or earlier terminated by us. If we elect to extend the Rights Offering, we will issue a press release announcing the extension no later than 9:00 a.m., Eastern Time, on the next business day after the most recently announced Expiration Date of the Rights Offering. We may extend the Rights Offering for a period not to exceed 30 days in our sole discretion. All subscription paymentswarrant, will be deposited into an escrow account maintained by the Subscription Agent for the benefit of the holders exercising their subscriptions under the Rights Offering, and if the Rights Offering is not completed for any reason all funds will be promptly returned to such subscribers in the amounts advanced in connection with their respective exercises.

We have engaged R.F. Lafferty & Co., Inc. (“R.F. Lafferty”) as the dealer-manager for the Rights Offering. If the Rights Offering is not fully subscribed following expiration of the Rights Offering, R.F. Lafferty has additionally agreed to use its best efforts to place any of the unsubscribed shares of Class A common stock registered hereunder at the subscription price for an additional period of up to 45 days. The number of shares of Class A common stock that may be sold by us hereunder during this 45 day period will depend upon the number of shares of Class A common stock that remain available hereunder following the subscription and exercise of Subscription Rights.

You should carefully consider whether to exercise your Subscription Rights prior to the expiration of the Rights Offering. All exercises of Subscription Rights are irrevocable, even if the Rights Offering is extended by our Board of Directors for a period of 30 days.

__________________________________________determined between

If we amendus and investors based on market conditions at the Rights Offering to allow for an extensiontime of the Rights Offering forpricing, and may be at a period of more than 30 days or make a fundamental changediscount to the terms of the Rights Offering set forth in this prospectus, you may cancel your subscription and receive a prompt refund of any money you have advanced. Our Board of Directors may cancel the Rights Offering at any time prior to the expiration of the Rights Offering for any reason. In the event the Rights Offering is canceled, all subscription payments received by the Subscription Agent will be promptly returned, without interest.

This prospectus may be used to cover sales of Subscription Rights by our principal stockholders and our directors and executive officers as provided for herein. None of our principal stockholders or such directors or executive officers have entered into any binding commitment or agreement to subscribe for or sell Subscription Rights received in this Rights Offering. We will not receive any proceeds from any sale of Subscription Rights by our principal stockholders and such directors and executive officers. See “Principal Stockholder, Director and Executive Officer Information” and “Plan of Distribution”.

In the event that the exercise by a stockholder of the basic subscription right or the over-subscription privilege could, as determined in our sole discretion, potentially result in a limitation on our ability to use net operating losses, tax credits and other tax attributes, under the Internal Revenue Code of 1986, as amended, and rules promulgated by the Internal Revenue Service, we may, but are under no obligation to, reduce the exercise by such stockholder of the basic subscription right or the over-subscription privilege to such number of shares of Class A common stock as in our sole discretion determine to be advisable in order to preserve our ability to use the tax attributes. If the amount of Subscription Rights that you exercise is so limited, any amount not used for purchases also will be refunded.

Our Board of Directors is making no recommendation regarding your exercise of the Subscription Rights. Sharesthen current market price of our Class A common stock are tradedstock. 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 Thethe Nasdaq Capital Market, underany other national securities exchange or any other trading system. Without an active trading market, the symbol “LGVN”. On August7, 2023,liquidity of the closing sales price for our Class A common stock was $3.28 per share. The shares of Class A common stock issued inwarrants and the Rights Offeringpre-funded warrants will also be traded on Nasdaq under the same symbol.

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(1)We have engaged   Assumes that, or the Rights Offering is fully subscribed and that the maximum offering amountplacement agent, to act as our exclusive placement agent in the aggregate of $30.0 million is subscribed.

(2)In connection with this offering. The placement agent has agreed to use its reasonable best efforts to arrange for the Rights Offering,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 R.F. Lafferty a cash fee up to 6.0%the placement agent the placement agent fees set forth in the table below, which assumes that we sell all of the gross proceedssecurities 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 in cash,amount required as a non-accountable expense fee of 0.8%condition to closing this offering, we may sell fewer than all of the grosssecurities offered hereby, which may significantly reduce the amount of proceeds of the Rights Offering, and an out-of-pocket accountable expense allowance of 0.2%. For any unsubscribed shares of the Class A Common Stock registered hereunder that are placed by R.F. Lafferty during the 45-day placement period following the expiration of the Rights Offering, we have agreed to pay R.F. Lafferty a placement fee equal to, and in lieu of, the dealer-manager fee, with such placement fee and expenses not to exceed the aggregate amounts that would have otherwise been received by R.F. Lafferty ifus, 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 wereamount, investors could be in a position where they have invested in our company, but we are unable to have been fully subscribed.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“Plan of Distribution”Distribution” on page 5835 of this prospectus for a description of the fees and expenses to be paid to R.F. Lafferty for services performed in connection with the Rights Offering.

__________________________________________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.”

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(1)The exerciseWe have agreed to pay the placement agent a cash fee equal to   % of your Subscription Rightsthe 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 our 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.

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Investing in our securities involves a high degree of risk.See “Risk Factors” beginning on page 1914 of this prospectus, as well as the risk factors and other information in any documents we incorporate by reference into this prospectus, to read about important factors you should consider before exercising your Subscription Rights.consider.

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

If you have any questionsThe 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 need further information about the Rights Offering, please call Okapi Partners LLC, our information agent for the Rights Offering, at (844) 201-1170 or email at info@okapipartners.com.

March            , 2024, subject to satisfaction of certain customary closing conditions.

The date of this prospectus is            , 20232024

TABLE OF CONTENTS

Neither we nor the placement agent have authorized anyone to provide you with information other than that contained in this prospectus, or any free writing prospectus prepared by or on our behalf or to which we have referred you. We and the placement 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 is accurate only as of the date on the front cover page of this prospectus, or other earlier date stated 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 in that 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 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 United States. Persons outside of the 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.

About This Prospectus

This prospectus is part of a registration statement that we have filed with the Securities and Exchange 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. 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 entitled “Where 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 securities 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.

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-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. This prospectus containsSuch forward-looking statements that 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-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-looking statements.

In some cases, you can identify forward-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-looking statements contain these words. ForwardFactors that could cause actual results to differ materially from those expressed or implied in any forward-looking statements contained in this Prospectusprospectus include, but are not limited to, statements about:

•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;

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

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

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

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

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

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

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

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

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

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

•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 ability to consummate the Rights Offering;

•whether we reject any subscriptions in the Rights Offering in order to protect the Company from the loss of its net operating losses;

•the amount of proceeds we receive from the Rights Offering and how our management uses those proceeds; and

•the impact of the Rights Offering on the trading price of our Class A common stock.financing.

We have based these forward-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-looking statements are not guarantees of future performance or development. These forward-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-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-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.

RISK FACTORS

Investing in our securities involves a high degree of risk. You should consider and read carefully all of the risks and uncertainties described below, as well as risk factors and other information contained in this prospectus and which is incorporated by reference in our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, before making an investment decision with respect to our securities. The occurrence of any of the following risks or those 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 Class A common stock could decline, and you maycould lose all or part of your investment. This prospectus also contains forward-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 thethese forward-looking statements as a result of specificcertain factors, including the risks and uncertainties described below and those incorporated by reference.

Risks Related to the RightsThis Offering

The subscription price determined forPurchasers who purchase our securities in this Rights Offering isoffering pursuant to a securities purchase agreement may have rights not necessarily an indicationavailable to purchasers that purchase without the benefit of the value of our Class A common stock.a securities purchase agreement.

The subscription price is not necessarily relatedIn addition to our book value, results of operations, cash flows, financial condition orrights and remedies available to all purchasers in this offering under federal securities and state law, the future market value of our Class A common stock. We cannot assure youpurchasers that youenter into a securities purchase agreement will also be able to sell shares purchasedbring 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 Rights Offeringevent 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 price equalcondition to or greatercompletion 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 subscription price. 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 dohave 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 changeuse the subscription pricenet proceeds, if any, from this offering to provide funding for our ongoing clinical and regulatory development of Lomecel-B™ for the

treatment of several disease states and indications, including HLHS and Alzheimer’s Disease, obtaining regulatory approvals, capital expenditures, working capital and other general corporate purposes. Our stockholders may not agree with the manner in responsewhich our management chooses to changes inallocate 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 prioror other securities. See the section of this prospectus titled “Use 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 closingcash 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 Rights Offering.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.

If 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.

The Rights Offering mayA 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.

Depending upon the market price of our Class A common stock at the time of our announcement of the Rights Offering and its terms, including the subscription price, together with the number of shares of Class A common stockIn this offering we could issue if the Rights Offering is completed, may result in a decrease in the market price of our Class A common stock. This decrease may continue after the completion of the Rights Offering. If that occurs, your purchase of shares of our Class A common stock in the Rights Offering may be at a price greater than the prevailing market price. Further, if a substantial number of Subscription Rights are exercised and the holders of the shares of our Class A common stock received upon exercise of those rights choose to sell some or all of those shares, the resulting sales could depress the market price of our Class A common stock. Accordingly, you may be able to purchase our shares of common stock on the open market at a price below the subscription price.

Because you may not revoke or change your exercise of the Subscription Rights, you could be committed to buying shares above the prevailing market price at the time the Rights Offering is completed.

Once you exercise your Subscription Rights, you may not revoke or change the exercise. The market price of our Class A common stock may decline before the Subscription Rights expire. If you exercise your Subscription Rights, and, afterwards, the market price of our Class A common stock decreases below the subscription price, you will have committed to buying shares of our Class A common stock at a price above the prevailing market price and could have an immediate unrealized loss.

Our Class A common stock is traded on The Nasdaq Capital Market under the symbol “LGVN,” and the closing sale price of our Class A common stock on August7, 2023 was $3.28 per share. There can be no assurances that the market price of our Class A common stock will equal or exceed the subscription price at the time of exercise or at the expiration of the Subscription Rights offering period.

You may not be able to resell any shares of our Class A common stock that you purchase pursuant to the exercise of Subscription Rights immediately upon expiration of the Subscription Rights offering period or be able to sell your shares at a price equal to or greater than the subscription price.

If you exercise Subscription Rights, you may not be able to resell the Class A common stock purchased by exercising your Subscription Rights until you, or your broker, custodian bank or other nominee, if applicable, have received those shares. Moreover, you will have no rights as a stockholder of the shares you purchased in the Rights Offering

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 we selltrading in shares of our Class A common stock at a discount.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 Rights Offering, ifprice 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 deemed subscriptionbook 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 each$ 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 belowno public market for any pre-funded warrants or the currentClass 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, issuedand consequently, whether it will ever be profitable for holders of Class A common warrants to purchasers as partexercise the Class A common warrants.

Until holders of pre-funded warrants and Class A common warrants acquire shares of our December 2021 offering,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.

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 for warrantsof our shares of Class A common stock to purchase up to 1,169,288fall.

We are registering        shares of Common Stock will adjust down, toClass A common stock, as well as   shares of Class A common stock, in the higher of (i)aggregate, issuable upon the subscription price of each share and (ii) $5.25. Future issuances of Common Stock or securities convertible or exercisable into our Common Stock could cause a further downward adjustmentexercise of the exercise pricepre-funded warrants and the Class A common warrants offered under this prospectus. Sales of these warrants, though in no event below the stated floor exercise price of $5.25. See “Description of Common Stock — Outstanding Warrants — Common Stock Warrants Issued to Participants in December 2021 Offering.”

In addition, in connection with this offering, our directors and executive officers are expected to enter into lock-up agreements. If, after the end of such lock-up agreements, these stockholders sell substantial amounts of our shares of Class A common stock in the public market, or the market perceivesperception that such sales maymight 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 andcould result in resales of our ability to raise capital through an issueshares of equity securities inClass A common stock by our current shareholders concerned about the future could be adversely affected.

Also,potential ownership dilution of their holdings. Furthermore, in the future, we may issue additional shares of our Class A common stock or other equity or debt securities exercisable or convertible into Class Ashares of common stock in connection with a financing, acquisition, litigation settlement, employee arrangements, or otherwise.stock. Any such issuance could result in substantial dilution to our existing stockholdersshareholders and could cause our common sharestock price to decline.

We may cancel the Rights Offering at any time prior to the expiration of the Rights Offering period, and neither we nor the Subscription Agent will have any obligation to you except to return your subscription payment.

We may at our sole discretion cancel the Rights Offering at any time prior to the expiration of the Rights Offering period. If we elect to cancel the Rights Offering, neither we nor the Subscription Agent will have any obligation with respect to the Subscription Rights except to promptly return to you, without interest or penalty, any subscription payments.

•        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”“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

•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.

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 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.

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 outstanding following the 2024 Reverse Split. In

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.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 August   7, 2023,, 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, owncontrol voting rights over approximately            88%% 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 able to significantly influence or effectively control the composition of our Board of Directors 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 commenceprovide coverage of us, the Class A common stock price wouldcould be negatively impacted. In the event we obtain significant, or any securities or industry analyst coverage if any of the analysts who cover us issueand such coverage is negative, or adverse or misleading research or reports regarding us, our business model, our intellectual property, our stock performance or our market, or if our operating

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.

CertainFINRA 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 interest 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 warrants contain anti-dilution provisions that, if triggered, could cause dilutionClass 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 existing stockholders.

The warrantsClass A common stock, reducing a stockholder’s ability to purchase up to 1,169,288resell shares of our Class A common stock issued to the purchasers in our December 2021 private placement are subject to an exercise price adjustment in connection with subsequent offerings, and as such the exercise price of such warrants will adjust down, to the higher of (i) the subscription price of each share and (ii) $5.25. In addition to the potential dilutive effect of these provisions, there is the potential that a large number of the shares may be sold in the public market at any given time, which could place additional downward pressure on the trading price of our Class A common stock.

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.

We doare 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.

We 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 currently intendEGCs, including not being required to pay dividendscomply with the auditor attestation requirements of Section 404 of the Sarbanes-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 five years following the year in which we completed our Class Ainitial public offering, although circumstances could cause us to lose that status earlier. We will remain an EGC until the earlier of (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 consequently, your abilityour 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 achieve a return on your investment will depend on appreciationprivate companies, which may make our financial statements less comparable to companies that comply with new or revised accounting pronouncements as of the value of our Class A common stock.

We have never declared or paid any cash dividends on our equity securities. We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends for 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.

Subscription Rights Will Trade Publicly

The Subscription Rights will be transferable during the course of the subscription period. We have applied to list such rights for trading on Nasdaq under the symbol “LGVNR,” and we anticipate that the rights will be listed upon commencementa history of the Rights Offering. We will not commence this offering until the Subscription Rights are approved for listing by Nasdaq. The Subscription Rights are a new issue of securities with no prior trading market, and we cannot provide you any assurances as to the liquidity of the trading market for the Subscription Rights or the market value of the rights. Holders of Subscription Rights are encouraged to contact their custodian bank, broker, dealer, or other nominee for more information about trading of the Subscription Rights. In the event you purchase Subscription Rights in the open market and the Rights Offering is not consummated or you do not timely exercise the Subscription Rights purchased, the purchase price will not be refunded to you.

This prospectuslosses, may be used to cover sales of Subscription Rights by our principal stockholders, and our directors and executive officers as provided for herein. None of our principal stockholders or such directors or executive officers have entered into any binding commitment or agreement to subscribe for or sell Subscription Rights received in this Rights Offering. We will not receive any proceeds from any sale of Subscription Rights by our principal stockholders or such directors and executive officers.

Transfers and Sales of Subscription Rights

Registered Holders.If you do not wish to exercise your Subscription Rights, you may instruct the Subscription Agent to sell or transfer all or a portion of your Subscription Rights. The Subscription Rights evidenced by a Rights Certificate may be transferred (1) in whole, by endorsing the Rights Certificate for transfer in accordance with the accompanying instructions or (2) in part, by delivering to the Subscription Agent a Rights Certificate properly endorsed for transfer, with instructions to register such portion of the Subscription Rights evidenced thereby in the name of the transferee and to issue a new Rights Certificate to the transferee evidencing such transferred Subscription Rights. In such event, a new Rights Certificate evidencing the balance of the Subscription Rights, if any, will be issued to the holder of the Subscription Rights or, if the holder so instructs, to an additional transferee. The signature on the Rights Certificate must correspond to the name as written upon the face of the Rights Certificate, without any alteration or change. A holder of a Rights Certificate and their transferee may also submit a simultaneous instruction to the Subscription Agent to transfer the holder’s Subscription Rights and to exercise such transferred Subscription Rights on behalf of the transferee by following the instructions in the Rights Certificate. In this case, a new Rights Certificate will not be issued to the transferee.

We have applied to list such rights for trading on Nasdaq under the symbol “LGVNR,” and we anticipate that the rights will be listed upon commencement of the Rights Offering. We will not commence this offering until the Subscription Rights are approved for listing by Nasdaq. The Subscription Rights are a new issue of securities with no prior trading market, and we cannot provide you any assurances as to the liquidity of the trading market for the Subscription Rights or the market value of the rights. The Subscription Agent must receive simultaneously submitted transfer and exercise instructions by 5:00 p.m., Eastern Time, on the Expiration Date. Holders of Subscription Rights wishing to transfer all or a portion of their Subscription Rights without simultaneous exercise of transferred rights by the transferee should allow at least five business days prior to the Expiration Date for: (i) the transfer instructions to be received and processed by the Subscription Agent; (ii) a new Rights Certificate to be issued and transmitted to the transferee or transferees with respect to transferred Subscription Rights and to the transferor with respect to retained Subscription Rights, if any; and (iii) the Subscription Rights evidenced by such new Rights Certificate to be exercised or sold by the recipients thereof. The Class A common stock underlying the Subscription Rights may not be transferred separately.

If you wish to sell all or a portion of your Subscription Rights, you may instruct the Subscription Agent to sell all or a portion of your Subscription Rights by following the instructions in your Rights Certificate. The Subscription Agent will only facilitate sales, subdivisions or transfers (without simultaneous exercise) of the physical Subscription Rights until 5:00 p.m., Eastern Time, five business days prior to September21, 2023, the Expiration Date (as it may be extended). Therefore, if you wish to sell, subdivide or transfer (without simultaneous exercise) your Subscription Rights, the Subscription Agent must receive your instruction by 5:00 p.m., Eastern Time, on September14, 2023. Neither we nor the Subscription Agent shall have any liability to a transferee or transferor of Subscription Rights if Rights Certificates are not received five business days prior to September21, 2023, the Expiration Date (as it may be extended).

USE OF PROCEEDS

BasedWe 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 $3.00$            per share ofand 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 assumingthere is no minimum offering amount required as a condition to the Rights Offering is fully subscribed for,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 expectmay 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.

We have based the estimates in the above table on assumptions that may prove to receivebe wrong, and we could use our available capital resources sooner than we currently expect. The net proceeds from the sale of the securities that wethis offering are offeringnot expected to be approximately $27.5million, after deductionsufficient to fund advancement of dealer-manager fees,any of our therapeutic candidates through regulatory approval. We will need to raise substantial additional funds to complete development and commissions and estimated expenses payable by us.commercialization of our therapeutic candidates which development or commercialization may not be successful.

We currently intend to use the net proceeds from this offering for our ongoing clinical and regulatory development of Lomecel-B™ for the treatment of several disease states and indications, including HLHS and Alzheimer’s Disease, 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 net proceeds from this offering represents our current intentions based upon our present plans and business condition. The amounts and timing of our actual use of net 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 this offering and our other sources of cash are less than expected. As a result, management will have broad discretion in the application of the net proceeds, and investors will be relying on our judgment regarding the application of the net proceeds. Pending the uses described above, we intend to invest the net proceeds in interest-bearing investment-grade securities or deposits.

We will not receive any proceeds from any sales of Subscription Rights by our principal stockholders, directors and executive officers. They will be responsible for payment of any commissions and expenses incurred by them for brokerage, accounting, tax or legal services or any other expenses incurred by them in connection with their sales of the Subscription Rights. We will bear all other costs, fees and expenses incurred in effecting the registration of the Subscription Rights covered by this prospectus, including, without limitation, all registration and filing fees and fees and expenses of our counsel and our accountants.

PRINCIPAL STOCKHOLDER, DIRECTOR AND EXECUTIVE OFFICER INFORMATIONSELECTED FINANCIAL DATA

This prospectus covers2024 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 possible sale by our principal stockholders, Dr. Joshua Hare, co-founder, Chief Science Officer and ChairmanSecretary of State of the BoardState of Directors, and Donald M. Soffer, co-founder and former memberDelaware to effect the 2024 Reverse Split, with an effective time of our Board11:59, p.m. Eastern Time on March 26, 2024. The 2024 Reverse Split will have the effect of Directors, as well as current membersreducing the aggregate number of our Board of Directors and Executive Officers as identified in the table below (the “Affiliates”) of up to 77,656,845 Subscription Rights to purchase an equivalent number ofoutstanding shares of our Class A common stock. The Affiliates may sell some, all, or nonestock 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 referenced Subscription Rights. We have prepared the following table based on written representations and information furnished to us by or on behalf of the Affiliates, and based on such information (i) none of the Affiliates are broker-dealers or affiliates of broker-dealers, and (ii) no Affiliate has direct or indirect agreements or understandings with any person to distribute their Subscription Rights.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. This power can be exclusive or shared, direct or indirect. For purposes of this table, a person is deemed to have “beneficial ownership” of any ordinary shares that such person has the right to acquire within sixty (60) days of the date of this prospectus. For purposes of computing the percentageaggregate number of outstanding shares held by each person named below, anyof 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 that such person or persons hasresulting from the right to acquire within sixty (60) days2024 Reverse Split. The number of authorized shares of the date of this prospectus are deemed to be outstanding for such person, but not deemed to be outstanding for the purpose of computing the percentage ownership of any other person or the number of Subscription Rights to be Offered to such person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership by any person.

The table includes:

•the name of each Affiliate and the number and percentage of our shares ofCompany’s common stock beneficially owned (calculated as set forth above) by such Affiliate prior to this Rights Offering;

•the numberwill remain unchanged at 105,000,000 shares, consisting of Subscription Rights being offered for such Affiliate’s account; and

•the number of Subscription Rights to be owned by such Affiliate after completion of this Rights Offering (assuming the sale of all Subscription Rights offered by this prospectus).

Unless otherwise indicated, none of the Affiliates is a broker-dealer registered under Section 15 of the Exchange Act, or an affiliate of a broker-dealer registered under Section 15 of the Exchange Act.

Unless otherwise indicated the address of each beneficial owner is c/o Longeveron Inc., 1951 NW 7thAve, Suite 520, Miami, FL 33136, and none of the shares listed are pledged. The percentage of beneficial ownership is based on 6,311,72584,295,000 shares of Class A Common Stock and 14,855,539common stock, 15,705,000 shares of Class B Common Stockcommon 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 of August 7, 2023. Additionally, some oramended 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 Affiliates may have sold or transferred some or all of their shares of common stock in exempt or non-exempt transactions since such date. Other information about the Affiliates may also change over time.

RELATED PARTY TRANSACTIONSDIVIDEND POLICY

The following includes a summary of transactions as of the date hereofWe have never declared or paid any cash dividends on our capital stock. We intend to which we have been a party in which the amount involved exceeded or will exceed $120,000,retain all available funds and in whichfuture earnings, if any, for development and expansion of our principal stockholders, directorsbusiness. Any future determination regarding the declaration and executive officers orpayment of dividends, if any, memberwill be at the discretion of the immediate familyour Board of any such persons had orDirectors and will have a direct or indirect material interest, other than equitydepend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects and other compensation, termination, change in control and other arrangements.

On March 27, 2015, the Company entered into a technology services agreement with Optimal Networks, Inc. (a related company owned by Dr. Joshua Hare’s brother-in-law) for usefactors our Board of information technology services. The Company agreed to issue the related party equity incentive units in the amount equal to 50% of the charges for invoiced services, with such equity to be issued annually on or about the anniversary date of the agreement. During 2017, during the time when the Company was a limited liability company, the Company issued 1,901 Series C Units, and on November 22, 2019, and January 29, 2021, the Company issued 820 and 410 Series C Units, respectively, as payment for an aggregate of $0.2 million of accrued technology services. The Series C units were converted to 16,755Directors deems relevant. Investors should not purchase our Class A common stock. As of December 31, 2022 and 2021, the Company owed less than $0.1 million, pursuant to this agreement, which is included in accounts payable in the December 31, 2022 and 2021 balance sheets.

We have utilized Global Vision Communications, LLC, a service provider owned by a member of our board and the brother of Dr. Joshua Hare, Mr. Neil Hare, for public relations, information technology and web development services. Payment of invoices for services provided are made in cash or through the issuance of equity as mutually agreed to by the parties. Amounts incurred amounted to approximately $126,000 and $10,000 during the year ended December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, the Company owed $0 to the related entity.

We are a licensee under an exclusive license agreement with JMHMD Holdings, LLC, an affiliate of Dr. Hare, for the use of CD271+ cellular therapy technology, a subpopulation of bone marrow-derived MSCs. We are required to pay a royalty of one percent of the annual net sales of the licensed product(s) used, leased, or sold by or for us by any sub-licensees. If we sublicense the technology, we are also required to pay an amount equal to 10% of the net sales of the sub-licensees. The agreement is to remain in effect until either the date all issued patents and filed patent applications have expired or been abandoned, or 20 years after the date of FDA approval of the last commercialized product or process arising from the patent rights, whichever comes later. There were no license fees due as of December 31, 2022 and 2021 pertaining to this agreement. The Company to date has not incurred any royalty or sublicense related expense but has paid $45,000 in license fees ($10,000 per year for 2021, 2020 and 2019) and for a $15,000 extension fee. In addition, the Company paid legal fees of approximately $17,000 and $42,000 for each of the years ended December 31, 2022 and 2021, in connectionstock with the patent prosecution, issuance, and maintenance fees related to CD271+ technology.

We entered into a consulting services agreement with Dr. Hare in November 2014 (the “Agreement”). The Agreement has an initial termexpectation of ten (10) years, with automatic renewals thereafter for four (4) year terms unless either party determines not to renew, provides for an initial annual fee structure of $250,000 and eligibility to participate in any incentive compensation programs that are established for the Company. Under the terms of the Agreement, if Dr. Hare’s employment is terminated without Cause (as defined in the Agreement), Dr. Hare is entitled to receive a lump sum payment equal to the sum of (i) annual fees through the date of termination to the extent not previously paid, (ii) annual fees from the date of termination through the end of the Term (as though no termination had occurred), and (iii) any accrued but unpaid expenses. In the event Dr. Hare resigns for Good Reason (as defined in the Agreement), then, subject to executing a release of claims and complying with 12-month non-solicit and non-compete covenants, Dr. Hare would be entitled to receive a lump sum payment equal to the sum of (i) annual fees through the date of termination to the extent not previously paid, (ii) annual fees from the date of termination through the end of the Term (as though no termination had occurred), plus an additional three (3) years, which shall include an annual increase in said fees of ten percent per year for each of the additional three (3) years, and (iii) any accrued but unpaid expenses. If Dr. Hare terminates the Agreement without Good Reason, then he shall receive the sum of (i) annual fees through the date of termination to the extent not previously paid, and (ii) any accrued but unpaid expenses. For purposes of this paragraph, Term is defined in the Agreement as the period commencing on the effective date and continuing through the tenth (10th) anniversary of the effective date. Upon Dr. Hare’s death or disability during the Term of the Agreement, he is entitled to receive any accrued and unremunerated fees or expenses; provided, however, that the Board has the discretion to choose to continue to pay fees for any period of time following a determination of disability.receiving cash dividends.

DILUTION

If you invest in our Class A common stock,securities in this offering, your ownership interest willmay be diluted immediately to the extent ofdepending 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.offering (assuming the exercise for cash of all pre-funded warrants issued in this offering).

OurAt 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 total number of our outstanding shares of Class 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 in this offering, no exercise of the Placement Agent Warrants to be issued to the placement 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 June30,December 31, 2023, waswould have been approximately $7.2million,$            , or approximately $0.34$            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 investors 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 final public offering price. The following table illustrates this result on a per share basis:

A $0.10 increase in the assumed combined public offering price per share and accompanying Class A common warrant would increase the as 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 assumed combined public offering price per share and accompanying Class A common warrant would decrease the as adjusted net tangible book value by $    per share and result in dilution to investors participating in this offering by $   per share, in each case assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and assuming no pre-funded warrants are sold in this offering, no exercise of the Class A common warrants being offered in this offering, 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 us.

An increase of            shares in the 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 $     . 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.

The table and discussion above are based on the 2,510,730shares of our Class A common stock and Class B common stock issuedoutstanding at December 31, 2023 (as adjusted for the 2024 Reverse Split and outstandingsubject 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 such date. Net tangible book value per share representsthat date, the amount of our total tangible assets, excluding goodwill and intangible assets, less total liabilities divided by the total number of shares outstanding.following:

Dilution per share to new investors represents the difference between the amount per share paid by purchasers for our Class A common stock in this offering and the net tangible book value per share of our Class A common stock immediately following the completion of this offering.

After giving effect to the sale of 10,000,000•5,534 shares of Class A common stock issuable upon exercise of Subscription Rights offered by this prospectusoutstanding warrants at the public offeringan exercise price of $3.00$120.00 per share, after deducting the estimated dealershare;

-manager fees, commissions and our estimated offering expenses, our pro forma net tangible book value as of June•        30, 2023 would have been approximately $34.7116,929 million or approximately $1.11 per share respectively. This represents an immediate increase in net tangible book valueshares of approximately $0.77 per share to our existing stockholders and an immediate dilution in pro forma net tangible book value of approximately $1.89 per share to purchasers of our Class A common stock in this offering, as illustrated by the following table:

The discussion of dilution, and the table quantifying it, assume no exercise of any outstanding options or warrants or other potentially dilutive securities. The exercise of potentially dilutive securities having an exercise price less than the offering price would increase the dilutive effect to new investors.

The table above excludes the following potentially dilutive securities as of August7, 2023:

•1,271,399shares issuable upon the exercise of outstanding warrants at a weighted averagean exercise price as of August7, 2023 of $17.26$52.50 per share. As noted elsewhere in this prospectus, holders of PIPE Warrants also have rights to a downward adjustment in the exercise price for 1,169,288 of these warrants if the deemed subscription price is below the current warrant exercise price.share;

•        140,4484,678shares of Class A common stock issuable upon the exercise of outstanding warrants at an exercise price of $175.00 per share;

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

•16,970shares of Class 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 of outstanding December private placement warrants at an exercise price of $16.00 per share;

•9,488shares of Class A common stock issuable upon the exercise of 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”);

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

•        125,00012,500 shares issuable upon the vesting of PSUs under the Company’s 2021 Incentive Award Plan.Plan; and

•        401,36842,191 stock options outstanding with an average exercise price as of August7, 2023 of $6.07$48.60 issuable under the Company’s 2021 Incentive Award 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 issued 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 any of these RSUs,outstanding options or warrants are exercised, or the restricted shares vest, these will cause dilution per share to the investors purchasing securities in this offering.

DESCRIPTION OF COMMON STOCKSECURITIES We ARE OFFERING

General

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

Class A Common Stock

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

Voting.Holders of our Class 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 stock are entitled to five votes for each share of Class B common stock held on all matters submitted to a vote of stockholders. Holders of shares of our Class A common stock and Class B common 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 Class A common stock or Class B common 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

(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-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-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-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-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

Holders of Charter Provisions” below.

Dividends.Holders ofClass A common stock and Class B common 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 Class A common stock and Class B common 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 Class A common stock and Class B common stock have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of Class A 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.

If we subdivide or combine in any manner outstanding shares of Class A common stock or Class B 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 Class A common stock and Class B common stock, each voting as a separate class.

Conversion.Each outstanding share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of Class B common stock will convert automatically into one share of Class 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 Class A common stock, the Class B common stock may not be reissued.

Rights and Preferences.Holders of our Class A common stock have no preemptive, conversion or Subscription Rights,subscription rights, and there are no redemption or sinking funds provisions applicable to our Class A common stock. The rights, preferences and privileges of the holders of our Class A common stock and Class B common 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 Class A common stock and Class B common stock are fully paid and 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 August7, 2023, we had 1,271,399sharescertain terms and provisions of the Class A common warrants that are being offered hereby is not complete and is subject to, and qualified in its entirety by, the provisions of the Class A Common Warrant, the form of which will 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 Class A common stock issuable upon exercisewarrant for a complete description of outstanding common stock warrants, at a weighted average exercise pricethe terms and conditions of $ 17.26 per share.

Common Stock Warrants Issued to Participants in February 2021 IPO

Pursuant to our IPO in February 2021, the underwriter received warrants to purchase 106,400shares of Class A common stock shares (the “IPO Underwriter Warrants”). The IPO Underwriter Warrants are exercisable at any timewarrants.

Duration, Exercise Price 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 95,760 of the IPO Underwriter Warrants to employees. As of March 31, 2023, 51,061 of the IPO Underwriter Warrants have been exercised, which provided net proceeds to the Company of $0.6 million.

Common Stock Warrants Issued to Participants in December 2021 OfferingForm

On December 3, 2021, the Company completed a private placement with several investors, wherein a total of 1,169,288shares of the Company’sEach Class A common stock were issued at a purchasewarrant offered hereby will have an exercise price of $17.50 equal to $per share, with each investor also receiving a warrant to purchase up to a number of shares ofshare. The Class A common stock equal to the number of shares of Class A common stock purchased by such investor in the private placement, at an exercise price of $17.50 per share (the “Purchaser Warrants”), for a total purchase price of approximately $20.5 million (the “2021 PIPE Offering”). The Purchaser Warrants arewarrants will be immediately exercisable expire five years fromand may be exercised until the   date of issuance and have certain downward pricing adjustment mechanisms, subject to a floor, as set forth in greater detail therein and below. In addition, the Company granted the warrants to the Placement Agent for the 2021 PIPE Offering, under similar terms, to purchase 46,722         shares of Class A common stock at an exercise price of $17.50 per share (the “Representative Warrants” and, together with the Purchaser Warrants, the “PIPE Warrants”).The PIPE

Cashless Exercise

If at the Securities Acttime of exercise there is no effective registration statement registering, or the prospectus 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 Class A common stock determined according to a formula set forth in the warrant.Class A common warrants.

Limitations on Exercise.Fundamental Transactions

In 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 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 of a Class A common warrant will have the right to require us to repurchase its Class A common warrants at the Black-Scholes value; provided, however, that, if the fundamental transaction is not within 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-ScholesWith respect value of the unexercised portion of the Class A common warrant that is being offered and paid to the PIPEholders of our Class A common stock in connection with the fundamental transaction.

Transferability

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

Fractional Shares

No fractional shares of Class A common stock will be issued upon the exercise of the Class A common warrants. Rather, the number of shares of Class A common stock to be 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.

Trading Market

There is no established trading market for the Class A common warrants, and we do not expect a market to develop. We do not intend 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 Class A common warrants will be limited. The Class A common stock issuable upon exercise of the Class A common warrants is currently listed on Nasdaq.

Rights as a Stockholder

Except as otherwise provided in the Class A common warrants or by virtue of the holders’ ownership of shares of Class A Class A common stock, the holders of the Class A common warrants do not have the rights or privileges of holders of our 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 Class A common warrants may be amended or waived without the written consent of the majority of the holders of the Class A common warrants purchased in this offering.

Pre-funded Warrants

The following summary of certain terms and provisions of the pre-funded warrants that are being offered hereby is not complete and is subject to, and qualified in its entirety by, the provisions of the pre-funded warrants, the form of which will 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 PIPE Warrantpre-funded warrants to the extent that the holder would own more than 4.99% (or 9.99%, at the election of a holder prior to the warrant holder)date of issuance, 9.99%) of the outstanding Class A common stock immediately after exercise, exceptexercise; provided, however, that upon at least 61 days’ prior notice from the holder 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 ownershipsecurities, 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 outstandingthe holder upon surrender of the pre-funded warrants to us together with the appropriate instruments of transfer.

Fractional Shares

No fractional shares of Class A common stock after exercisingwill be issued upon the holder’s warrants up to 9.99%exercise of the pre-funded warrants. Rather, the number of shares of ourClass A common stock outstanding immediately after giving effectto be issued will, at our election, either be rounded up to the exercise, as such percentage ownership is determined in accordance with the terms of the PIPE Warrants.

No Fractional Shares.No fractional shares of common stock will be issued in connection with the exercise of a warrant. In lieu of fractional shares,nearest whole number or 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 fractionalfinal fraction in an amount or round upequal to such fraction multiplied by the next whole share, inexercise price.

Trading Market

There is no established trading market for the casepre-funded warrants, and we do not expect a market to develop. We do not intend to apply for a listing of the PIPE Warrants.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.Stockholder

Except as otherwise provided in the pre-fundedwarrants or by virtue of such holder’sthe holders’ ownership of shares of ourClass A common stock, the holders of thepre-funded warrants do not have the rights or privileges of holders of our shares of Class A common stock, including any voting rights, unless and until theysuch pre-funded warrant holders exercise their warrants.

Waivers and Amendments.AmendmentsSubject to certain exceptions, any

No term of the pre-funded warrants may be amended modified or waived with our written consent andwithout the written consent of the holder of such 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 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 that a registration statement covering the issuance of the 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.

Preferred Stock

Under our Certificate of Incorporation, our Board of Directors is authorized to direct us to issue shares of preferred 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 flexibility in connection with possible acquisitions, future financings and other corporate purposes, could have the effect of making it more difficult for a third-party to acquire, or could discourage a third-party from seeking to acquire, a majority of our outstanding voting stock. There are no shares of preferred stock currently outstanding, and we have no present plans to issue any shares of preferred stock.

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 stockholders may otherwise consider to be in their best interests or in our best interests, including transactions that provide for payment of a premium over the market price for our shares.

PLAN OF DISTRIBUTION

As soonPursuant to an engagement agreement dated, 2024 (the “Engagement Agreement”), we have engaged   to act as practicable after August18, 2023,our exclusive placement agent to solicit offers to purchase the Record Date for the Rights Offering, we will distribute the Subscription Rights and Rights Certificates with respect to every share of common stock beneficially owned or share of Class A common stock underlying a Participating Warrant owned and settled as of 5:00 p.m., Eastern Time, on August16, 2023. If you wish to exercise your Subscription Rights and purchase shares of our Class A common stock, you should complete the Rights CertificateClass A common warrants and returnpre-funded warrants offered by this prospectus. The placement agent is not purchasing or selling any such securities, nor is it with paymentrequired to arrange for the shares to the Subscription Agent, Colonial Stock Transfer Company, Inc., 7840 S 700 E, Sandy, UT 84070.

See “Methods for Exercising Subscription Rights.” If you havepurchase and sale of any questionsspecific number or need further information about the Rights Offering, please call Okapi Partners LLC, our Information Agent for the Rights Offering, at (212) 297-0720 (bankers and brokers) or (844) 201-1170 (all others) or email at info@okapipartners.com.

Sales by Principal Stockholders, Directors and Executive Officers

This prospectus may be used to cover the salesdollar amount of Subscription Rights by our principal stockholders and our directors and executive officers. None of our principal stockholders or such directors and executive officers have entered into any binding commitment or agreement to subscribe for Subscription Rights received in this Rights Offering. Our principal stockholders are Joshua M. Hare, co-founder, Chief Science Officer and Chairman, and Donald M. Soffer, co-founder and former member of our Board of Directors. Dr. Hare has indicated an intention to participate in the Rights Offering, but has entered into no commitment to do so. There can be no assurances any of our principal stockholders will participate in the Rights Offering. Some of our directors and executive officers may solicit responses from holders of Subscription Rights, but we will not pay them any commissions or special compensation for these activities.

Dealer-Manager

R.F. Lafferty is the dealer-manager of this offering and under the terms and subject to the conditions contained in the dealer-manager agreement between us and the dealer-manager. R.F. Lafferty will provide marketing assistance and advice to our company in connection with this offering. We have agreed to pay R.F. Lafferty up to 6.0% of the gross proceeds of this offering in cash and to pay R.F. Lafferty a non-accountable expense fee of 0.8% of the gross proceeds of this offering and an out-of-pocket accountable expense allowance of 0.2% of the gross proceeds of this offering. We have agreed to indemnify R.F. Lafferty and its affiliates against, or contribute to losses arising out of, certain liabilities, including liabilities under the Securities Act. R.F. Lafferty’s participation in this offering is subject to customary conditions contained in the dealer-manager agreement.

R.F. Lafferty has additionally agreedsecurities, other than to use its “reasonable best effortsefforts” to place any unsubscribedarrange for the sale of such securities by us. Therefore, we may not sell all of the shares of Class A common stock, registered hereunder atClass A common warrants and pre-funded being offered. The terms of this offering were subject to market conditions and negotiations between us, the subscription priceplacement 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 additional periodexception; 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 45 days following$            , and its legal fees and expenses and other out-of-pocket expenses in an amount up to $

In addition, we have agreed to issue to the expirationplacement agent and its designees the Placement Agent Warrants to purchase that number of shares of our Class A common stock equal to % of the Rights Offering. Theaggregate number of shares of Class A common stock that may be sold by us during this 45 day period will depend upon the number of shares of(or Class A common stock that remain available hereunder following the subscription andequivalents) issued in this offering at an exercise price of Subscription Rights. For any such unsubscribed shares of Class A common stock placed by R.F. Lafferty after the expiration$     (equal to    % of the Rights Offering, we have agreed to pay R.F. Lafferty a placement fee equal to 6% of such sales, in lieu of the dealer-manager fee, together with a continuing 0.8% non-accountable expense fee and an out-of-pocket accountable expense allowance of 0.2%, with such placement fee and expenses to be calculated in respect of the total gross proceeds paid to and received by us for subscriptions accepted by us from investors in connection with such placementassumed combined public offering price per share of Class A common stock and suchClass 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 period 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 any FINRA member firm participating in the offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction set forth above for the remainder of the time period; (iii) if the aggregate amount of our securities held by the placement agent or related

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.