Longeveron Inc-A美股市值招股说明书(2025-09-19版)

Up to $10,700,000Class A Common Stock We have entered into an At The Market Offering Agreement, or the sales agreement, with H.C. Wainwright & Co., LLC, orWainwright, dated September19, 2025, relating to the sale of shares of our Class A Common Stock, par value $0.001 per share, orClass A Common Stock, having an aggregate offering price of up to $10,700,000 from time to time through Wainwright, acting assales agent or principal. Pursuant to this prospectus supplement and the accompanying prospectus, from time to time we may offer andsell shares of our Class A Common Stock having an aggregate offering price of up to $10,700,000 pursuant to the requirements ofGeneral Instruction I.B.6 to Form S-3. Sales of our Class A Common Stock, if any, under this prospectus supplement and the accompanying prospectus will be made by anymethod permitted that is deemed an “at the market” offering as defined in Rule 415(a)(4) under the Securities Act of 1933, asamended, or the Securities Act, including sales made directly on or through the Nasdaq Capital Market, or Nasdaq, or any otherexisting trading market in the United States for our Class A Common Stock, sales made to or through a market maker other than on anexchange or otherwise, directly to Wainwright as principal, in negotiated transactions at market prices prevailing at the time of sale orat prices related to such prevailing market prices and/or in any other method permitted by law. If we and Wainwright agree on anymethod of distribution other than sales of shares of our Class A Common Stock on or through the Nasdaq or another existing tradingmarket in the United States at market prices, we will file a further prospectus supplement providing all information about such offeringas required by Rule424(b) under the Securities Act. Under the sales agreement, Wainwright is not required to sell any specific numberor dollar amount of securities, but Wainwright will act as our sales agent using commercially reasonable efforts consistent with itsnormal trading and sales practices. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. Wainwright will be entitled to compensation at a commission rate of 3.0% of the gross sales price per share of Class A Common Stocksold under the sales agreement. See “Plan of Distribution” beginning on page S-20 for additional information regarding thecompensation to be paid to Wainwright. In connection with the sale of the shares of Class A Common Stock on our behalf, Wainwrightwill be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of Wainwright will be deemedto be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to Wainwright withrespect to certain liabilities, including liabilities under the Securities Act. This offering pursuant to this prospectus supplement and theaccompanying prospectus will terminate upon the earlier of (a) the sale of our Class A Common Stock pursuant to this prospectussupplement and the accompanying prospectus having an aggregate sales price of $10,700,000, or (b) the termination by us orWainwright of the sales agreement pursuant to its terms. As of the date of this prospectus supplement, the aggregate market value of our outstanding Class A Common Stock held by non-affiliates, or the public float, was $32,554,591, which was calculated based on 18,681,354 shares of our outstanding Class A CommonStock and 28,181 shares of our Class B Common Stock, par value $0.001 per share, held by non-affiliates at a price of $1.74per share,the closing price of our Class A Common Stock on July 23, 2025, as reported on Nasdaq. Pursuant to General Instruction I.B.6 ofForm S-3, in no event will we sell shares pursuant to this prospectus with a value of more than one-third of the aggregate market valueof our Class A Common Stock held by non-affiliates in any 12-calendar month period, so long as the aggregate market value of ourClass A Common Stock held by non-affiliates is less than $75,000,000. During the prior 12-calendar-month period that ends on, andincludes, the date of this prospectus supplement, we have not sold any securities pursuant to General Instruction I.B.6. of Form S-3. We are an “emerging growth company” as defined in Section 2(a) of the Securities Act and a smaller reporting company as definedunder Rule 405 of the Securities Act, and as such, we have elected to comply with certain reduced public company reportingrequirements. See “Prospectus Supplement Summary—Implications of Being an Emerging Growth Company and a Smaller ReportingCompany.” Our Class A Common Stock is listed on Nasdaq under the symbol “LGVN.” On September18, 2025, the last reported sale price of ourClass A Common Stock on Nasdaq was $0.77. Investing in our securities involves a high degree of risk. Before making any investment in these securities, you should considercarefully the risks and uncertainties in the se