SEC Comment Letter 0000000000-24-001560 to Longeveron Inc. (LGVN)
Longeveron Inc.
Date: Feb. 9, 2024 · CIK: 0001721484 · Accession: 0000000000-24-001560
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-276745
Letter
United States securities and exchange commission logo February 9, 2024 Wa’el Hashad Chief Executive Officer Longeveron Inc. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136 Re:Longeveron Inc. Registration Statement on Form S-1 Filed January 29, 2024 File No. 333-276745 Dear Wa’el Hashad: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies 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 this letter, we may have additional comments. Registration Statement on Form S-1, filed January 29, 2024 Incorporation of Certain Information by Reference, page 71 1.It appears that you are attempting to rely on Instruction VII to Form S-1 to incorporate by reference previously filed and future filings of Exchange Act reports. Because you have not yet filed your Form 10-K for your most recently completed fiscal year, December 31, 2023, it appears that you have not satisfied the requirements of paragraph C of that instruction. Please either file your Form 10-K, including the information required by Part III, or revise your filing to include all disclosures required by Form S-1. 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.
FirstName LastNameWa’el Hashad Comapany NameLongeveron Inc. February 9, 2024 Page 2 FirstName LastName Wa’el Hashad Longeveron Inc. February 9, 2024 Page 2 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. Please contact Tamika Sheppard at 202-551-8346 or Alan Campbell at 202-551-4224 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Jennifer Minter
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United States securities and exchange commission logo
February 9, 2024
Wa’el Hashad
Chief Executive Officer
Longeveron Inc.
1951 NW 7th Avenue, Suite 520
Miami, Florida 33136
Re:Longeveron Inc.
Registration Statement on Form S-1
Filed January 29, 2024
File No. 333-276745
Dear Wa’el Hashad:
We have conducted a limited review of your registration statement and have the
following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-1, filed January 29, 2024
Incorporation of Certain Information by Reference, page 71
1.It appears that you are attempting to rely on Instruction VII to Form S-1 to incorporate by
reference previously filed and future filings of Exchange Act reports. Because you have
not yet filed your Form 10-K for your most recently completed fiscal year, December 31,
2023, it appears that you have not satisfied the requirements of paragraph C of
that instruction. Please either file your Form 10-K, including the information required by
Part III, or revise your filing to include all disclosures required by Form S-1.
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.
FirstName LastNameWa’el Hashad
Comapany NameLongeveron Inc.
February 9, 2024 Page 2
FirstName LastName
Wa’el Hashad
Longeveron Inc.
February 9, 2024
Page 2
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.
Please contact Tamika Sheppard at 202-551-8346 or Alan Campbell at 202-551-4224
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Jennifer Minter