10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 001-40060

Longeveron Inc.

(Exact name of registrant as specified in its charter)


Delaware		47-2174146
(State or Other Jurisdiction of Incorporation)		(IRS Employer Identification No.)


1951 NW 7th Avenue, Suite 520, Miami, Florida		33136
(Address of principal executive offices)		(Zip Code)

    (305) 909-0840

   

    (Registrant’s telephone number, including area code)

   

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Class A common stock, par value $0.001 per share	LGVN	The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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


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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 8, 2024, the registrant had 13,352,770 shares of Class A common stock, $0.001 par value per shares, and 1,484,005 shares of Class B common stock, $0.001 par value per share, outstanding.

LONGEVERON INC.

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION		1
ITEM 1.	Condensed Financial Statements	1
	Condensed Balance Sheets as of September 30, 2024 (unaudited) and December 31, 2023	1
	Condensed Statements of Operations for the three and nine months ended September 30, 2024 and 2023 (unaudited)	2
	Condensed Statements of Comprehensive Loss for the three and nine months ended September 30, 2024 and 2023 (unaudited)	3
	Condensed Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2024 and 2023 (unaudited)	4
	Condensed Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (unaudited)	8
	Notes to Unaudited Condensed Financial Statements	9
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	38
ITEM 4.	Controls and Procedures	39

PART II. OTHER INFORMATION		40
ITEM 1.	Legal Proceedings	40
ITEM 1A.	Risk Factors	40
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
ITEM 3	Defaults Upon Senior Securities	40
ITEM 4	Mine Safety Disclosures	40
ITEM 5	Other Information	40
ITEM 6.	Exhibits	41

SIGNATURES		42

PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements.

Longeveron Inc.

Condensed Balance Sheets

(In thousands, except share and per share data)


	September 30, 2024			December 31, 2023
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	22,778		$	4,949
Marketable securities		–			412
Prepaid expenses and other current assets		609			376
Accounts and grants receivable		380			111
Total current assets		23,767			5,848
Property and equipment, net		2,622			2,529
Intangible assets, net		2,347			2,287
Operating lease asset		970			1,221
Other assets		203			193
Total assets	$	29,909		$	12,078
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	887		$	638
Accrued expenses		1,479			2,152
Current portion of lease liability		616			593
Deferred revenue		118			506
Total current liabilities		3,100			3,889
Long-term liabilities:
Lease liability		983			1,448
Other liabilities		199			–
Total long-term liabilities		1,182			1,448
Total liabilities		4,282			5,337
Commitments and contingencies (Note 9)
Stockholders’ equity:
Preferred stock, $0.001 par value per share, 5,000,000 shares authorized, no shares issued and outstanding at September 30, 2024, and December 31, 2023		–			–
Class A common stock, $0.001 par value per share, 84,295,000 shares authorized, 13,352,770 shares issued and outstanding at September 30, 2024; 1,025,183 issued and outstanding at December 31, 2023		13			1
Class B common stock, $0.001 par value per share, 15,705,000 shares authorized, 1,484,005 shares issued and outstanding at September 30, 2024; 1,485,560 issued and outstanding at December 31, 2023		1			1
Additional paid-in capital		131,139			91,823
Stock subscription receivable		–			(100	)
Accumulated deficit		(105,525	)		(84,984	)
Accumulated other comprehensive loss		(1	)		–
Total stockholders’ equity		25,627			6,741
Total liabilities and stockholders’ equity	$	29,909		$	12,078

See accompanying notes to unaudited condensed financial statements.

Longeveron Inc.

Condensed Statements of Operations

(In thousands, except per share data)

(Unaudited)


	Three months ended September 30,						Nine months ended September 30,
	2024			2023			2024			2023
Revenues
Clinical trial revenue	$	210		$	150		$	1,012		$	605
Contract manufacturing revenue		563			-			777			-
Grant revenue		-			-			-			41
Total revenues		773			150			1,789			646
Cost of revenues		91			96			435			423
Gross profit		682			54			1,354			223

Operating expenses
General and administrative		3,125			3,372			7,447			8,902
Research and development		2,206			1,843			6,148			6,910
Total operating expenses		5,331			5,215			13,595			15,812
Loss from operations		(4,649	)		(5,161	)		(12,241	)		(15,589	)
Other income
Other income, net		230			55			349			204
Total other income, net		230			55			349			204
Net loss	$	(4,419	)	$	(5,106	)	$	(11,892	)	$	(15,385	)
Deemed dividend – warrant inducement offers		(149	)		(798	)		(8,650	)		(798	)
Net loss attributable to common stockholders	$	(4,568	)	$	(5,904	)	$	(20,542	)	$	(16,183	)
Basic and diluted net loss per share	$	(0.34	)	$	(2.79	)	$	(2.71	)	$	(7.29	)
Basic and diluted weighted average common shares outstanding		13,627,793			2,117,877			7,572,601			2,110,646

See accompanying notes to unaudited condensed financial statements.

Longeveron Inc.

Condensed Statements of Comprehensive Loss

(In thousands)

(Unaudited)


	Three months ended September 30,						Nine months ended September 30,
	2024			2023			2024			2023
Net loss	$	(4,419	)	$	(5,106	)	$	(11,892	)	$	(15,385	)
Other comprehensive loss:
Net unrealized gain (loss) on available-for-sale securities		-			26			(1	)		48
Total comprehensive loss	$	(4,419	)	$	(5,080	)	$	(11,893	)	$	(15,337	)

See notes to unaudited condensed financial statements.

Longeveron Inc.

Condensed Statements of Changes in Stockholders’ Equity

(In thousands, except share amounts)

(Unaudited)


	Class A Common Stock					Class B Common Stock					Subscription			Additional Paid-In			Accumulated			Accumulated Other Comprehensive			Total Stockholders’
	Number			Amount		Number			Amount		Receivable			Capital			Deficit			Loss			Equity
Balance at December 31, 2023		1,025,183		$	1		1,485,560		$	1	$	(100	)	$	91,822		$	(84,983	)	$	-		$	6,741
Conversion of Class B common stock for Class A common stock		1,555					(1,555	)		-		-			-			-			-			-
Class A common stock, issued for RSUs vested		482,246			-		-			-		-			-			-			-			-
Class A common stock, held for taxes on RSUs vested		(109,461	)		-		-			-		-			(296	)								(296	)
Class A common stock, issued for PSUs vested		8,002			-		-			-		-			-			-			-			-
Class A common stock, held for taxes on PSUs vested		(3,268	)		-		-			-		-			(17	)		-			-			(17	)
Collection of stock subscription receivable		-			-		-			-		100			-			-			-			100
Equity-based compensation		-			-		-			-		-			1,938			-			-			1,938
Unrealized gain attributable to change in market value of available for sale investments		-			-		-			-		-			-			-			(1	)		(1	)
Class A common stock issued in public offering, net of issuance cost of $2,064		4,448,792			4										12,862			-			-			12,866
Class A common stock issue for warrants exercised, net of issuance cost of $1,855		7,432,751			8		-			-		-			16,180			-			-			16,188
Deemed dividend – warrant inducement offers		-			-		-			-		-			8,650			(8,650	)		-			-
Reverse stock split rounding adjustment		66,970			-		-			-		-			-			-			-			-
Net loss		-			-		-			-		-			-			(11,892	)		-			(11,892	)
Balance at September 30, 2024		13,352,770		$	13		1,484,005		$	1	$	-		$	131,139		$	(105,525	)	$	(1	)	$	25,627

See notes to unaudited condensed financial statements.

Longeveron Inc.

Condensed Statements of Changes in Stockholders’ Equity

(In thousands, except share amounts)

(Unaudited)


	Class A Common Stock					Class B Common Stock					Subscription			Additional Paid-In			Accumulated			Accumulated Other Comprehensive			Total Stockholders’
	Number			Amount		Number			Amount		Receivable			Capital			Deficit			(Loss) Gain			Equity
Balance at December 31, 2022		612,732		$	1		1,489,109		$	1	$	(100	)	$	83,731		$	(62,773	)	$	(357	)	$	20,503
Conversion of Class B common stock into Class A common stock		3,555			-		(3,555	)		-		-			-			-			-			-
Class A common stock, issued for RSUs vested		22,703			-		-			-		-			-			-			-			-
Class A common stock, held for taxes on RSUs vested		(4,305	)		-		-			-		-			(153	)		-			-			(153	)
Class A common stock issued for stock rights offering		10,850			-		-			-		-			-			-			-			-
Equity-based compensation		-			-		-			-		-			1,619			-			-			1,619
Unrealized gain attributable to change in market value of available for sale investments		-			-		-			-		-			-			-			48			48
Dividend attributable to down round feature of 2021 warrants		-			-		-			-		-			798			(798	)		-			-
Reverse stock split rounding adjustment		-			-		6			-		-			-			-			-			-
Net loss		-			-		-			-		-			-			(15,385	)		-			(15,385	)
Balance at September 30, 2023		645,535		$	1		1,485,560		$	1	$	(100	)	$	85,995		$	(78,956	)	$	(309	)	$	6,632

See notes to unaudited condensed financial statements.

Longeveron Inc.

Condensed Statements of Changes in Stockholders’ Equity

(In thousands, except share amounts)

(Unaudited)


	Class A Common Stock					Class B Common Stock				Subscription		Additional Paid-In			Accumulated			Accumulated Other Comprehensive			Total Stockholder’s
	Number			Amount		Number		Amount		Receivable		Capital			Deficit			Loss			Equity
Balance at June 30, 2024		8,116,909		$	8		1,484,005	$	1	$	-	$	115,858		$	(100,957	)	$	(1	)	$	14,909
Class A Common Stock, issued for RSUs vested		472,532			-		-		-		-		-			-			-			-
Class A Common Stock, held for taxes on RSUs vested		(105,960	)		-		-		-		-		(270	)		-			-			(270	)
Equity-based compensation		-			-		-		-		-		1,413			-			-			1,413
Class A common stock issued in public offering, net of issuance costs of $919		2,236,026			2		-		-		-		8,142			-			-			8,144
Class A common stock issued for warrants exercised, net of issuance costs of $494		2,633,263			3		-		-		-		5,847			-			-			5,850
Deemed dividend – warrant inducement offers		-			-		-		-		-		149			(149	)		-			-
Net loss		-			-		-		-		-		-			(4,419	)		-			(4,419	)
Balance at September 30, 2024		13,352,770		$	13		1,484,005	$	1	$	-	$	131,139		$	(105,525	)	$	(1	)	$	25,627

See accompanying notes to unaudited condensed financial statements.

Longeveron Inc.

Condensed Statements of Changes in Stockholders’ Equity

(In thousands, except share amounts)

(Unaudited)


	Class A Common Stock					Class B Common Stock				Subscription			Additional Paid-In			Accumulated			Accumulated Other Comprehensive			Total Stockholder’s
	Number			Amount		Number		Amount		Receivable			Capital			Deficit			(Loss) Gain			Equity
Balance at June, 2023		631,423		$	1		1,485,560	$	1	$	(100	)	$	84,748		$	(73,052	)	$	(335	)	$	11,263
Class A Common Stock, issued for RSUs vested		4,731			-		-		-		-			-			-			-			-
Class A Common Stock, held for taxes on RSUs vested		(1,469	)		-		-		-		-			(50	)		-			-			(50	)
Class A common stock issued for stock rights offering		10,850			-		-		-		-						-			-			-
Equity-based compensation		-			-		-		-		-			499			-			-			499
Unrealized gain attributable to change in market value of available-for-sale securities		-			-		-		-		-			-			-			26			26
Dividend attributable to down round feature of 2021 warrants		-			-		-		-		-			798			(798	)		-			-
Net loss		-			-		-		-		-			-			(5,106	)		-			(5,106	)
Balance at September 30, 2023		645,535		$	1		1,485,560	$	1	$	(100	)	$	85,995		$	(78,956	)	$	(309	)	$	6,632

See accompanying notes to unaudited condensed financial statements.

Longeveron Inc.

Condensed Statements of Cash Flows

(In thousands)

(Unaudited)


	Nine months ended September 30,
	2024			2023
Cash flows from operating activities
Net loss	$	(11,892	)	$	(15,385	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		716			710
Interest earned on marketable securities		60			180
Equity-based compensation		1,938			1,619
Changes in operating assets and liabilities:
Accounts and grants receivable		(269	)		122
Prepaid expenses and other current assets		(233	)		(611	)
Other assets		(10	)		47
Accounts payable		248			(922	)
Deferred revenue		(387	)		–
Nonoperating lawsuit liability		–			(1,398	)
Accrued expenses		(674	)		823
Operating lease asset and lease liability		(191	)		(190	)
Other liabilities		199			–
Net cash used in operating activities		(10,495	)		(15,005	)
Cash flows from investing activities
Proceeds from the sale of marketable securities		352			7,057
Acquisition of property and equipment		(642	)		(137	)
Acquisition of intangible assets		(227	)		(298	)
Net cash (used in) provided by investing activities		(517	)		6,622
Cash flows from financing activities
Proceeds from the issuance of common stock, net of issuance cost		12,866			–