SEC Comment Letter 0000000000-23-007343 to Longeveron Inc. (LGVN)
Longeveron Inc.
Date: July 11, 2023 · CIK: 0001721484 · Accession: 0000000000-23-007343
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-272946
Letter
United States securities and exchange commission logo July 11, 2023 Wa'el Hashad Chief Executive Officer Longeveron Inc. 1951 NW 7th Ave, Suite 520 Miami, FL 33136 Re:Longeveron Inc. Registration Statement on Form S-1 Filed June 7, 2023 File No. 333-272946 Dear Wa'el Hashad: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Registration Statement on Form S-1 filed June 27, 2023 Cover Page 1.Please revise the heading on your cover page to quantify the volume of transferable subscription rights you will be registering. Additionally, given this is not a firm commitment offering, shareholders may not exercise the entire amount distributed and R.F. Lafferty & Co., Inc. is not required to arrange for the purchase and sale of any specific number or dollar amount of transferable subscription rights, please delete the reference to the total amount of proceeds you may receive in the heading on the cover page. 2.We note that R.F. Lafferty & Co., Inc. has agreed to use its "commercially reasonable efforts" to place any unsubscribed shares for an additional period of up to 45 days. Please
FirstName LastNameWa'el Hashad Comapany NameLongeveron Inc. July 11, 2023 Page 2 FirstName LastName Wa'el Hashad Longeveron Inc. July 11, 2023 Page 2 clarify whether "commercially reasonable" efforts differs from best efforts. If so, please explain. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Doris Stacey Gama at 202-551-3188 or Laura Crotty at 202-551-7614 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Jennifer M. Minter, Esq.
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United States securities and exchange commission logo
July 11, 2023
Wa'el Hashad
Chief Executive Officer
Longeveron Inc.
1951 NW 7th Ave, Suite 520
Miami, FL 33136
Re:Longeveron Inc.
Registration Statement on Form S-1
Filed June 7, 2023
File No. 333-272946
Dear Wa'el Hashad:
We have limited our review of your registration statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed June 27, 2023
Cover Page
1.Please revise the heading on your cover page to quantify the volume of transferable
subscription rights you will be registering. Additionally, given this is not a firm
commitment offering, shareholders may not exercise the entire amount distributed and
R.F. Lafferty & Co., Inc. is not required to arrange for the purchase and sale of any
specific number or dollar amount of transferable subscription rights, please delete the
reference to the total amount of proceeds you may receive in the heading on the cover
page.
2.We note that R.F. Lafferty & Co., Inc. has agreed to use its "commercially reasonable
efforts" to place any unsubscribed shares for an additional period of up to 45 days. Please
FirstName LastNameWa'el Hashad
Comapany NameLongeveron Inc.
July 11, 2023 Page 2
FirstName LastName
Wa'el Hashad
Longeveron Inc.
July 11, 2023
Page 2
clarify whether "commercially reasonable" efforts differs from best efforts. If so, please
explain.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Doris Stacey Gama at 202-551-3188 or Laura Crotty at 202-551-7614
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Jennifer M. Minter, Esq.