Correspondence 0001213900-24-018985 from Longeveron Inc. (LGVN)
Longeveron Inc.
Date: March 1, 2024 · CIK: 0001721484 · Accession: 0001213900-24-018985
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-276745
Referenced dates: February 9, 2024
Letter
Division of Corporation Finance Office of Life Sciences Re: Longeveron Inc. Registration Statement on Form S-1 Filed January 29, 2024 File No. 333-276745
Dear Ms. Sheppard and Mr. Campbell:
We are writing in connection with the above-captioned matter regarding the Registration Statement on Form S-1, File No. 333-276745, of Longeveron Inc. (the “Company”) filed with the Securities and Exchange Commission (the “Commission”) on January 29, 2024 (the “Form S-1”). We hereby provide the following response to the Staff’s comment letter dated February 9, 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.
Response: The Company has now filed its Form 10-K Annual Report for the fiscal year ended December 31, 2023, which includes the information required by Part III of Form S-1. The Company will shortly file an amendment to its Form S-1 to conform to the updated information contained in its Form 10-K Annual Report.
We hope that the foregoing is responsive to the Staff’s comments. Please do not hesitate to contact our counsel, Jennifer Minter, Esq., at (412) 562-8444 if you have any questions regarding this matter.
Sincerely,
/s/ Wa’el Hashad
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Longeveron Inc.
1951 NW 7th Avenue, Suite 520
Miami, Florida 33136
February 29, 2024
Division of Corporation Finance
Office of Life Sciences
U.S. Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
Attn:
Tamika Sheppard
Alan Campbell
Re:
Longeveron Inc.
Registration Statement on Form S-1 Filed
January 29, 2024
File No. 333-276745
Dear Ms. Sheppard and Mr. Campbell:
We are writing in connection
with the above-captioned matter regarding the Registration Statement on Form S-1, File No. 333-276745, of Longeveron
Inc. (the “Company”) filed with the Securities and Exchange Commission (the “Commission”) on January 29, 2024
(the “Form S-1”). We hereby provide the following response to the Staff’s comment letter dated February 9, 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.
Response: The Company has now filed its Form
10-K Annual Report for the fiscal year ended December 31, 2023, which includes the information required by Part III of Form S-1. The Company
will shortly file an amendment to its Form S-1 to conform to the updated information contained in its Form 10-K Annual Report.
We hope that the foregoing is responsive to the Staff’s
comments. Please do not hesitate to contact our counsel, Jennifer Minter, Esq., at (412) 562-8444 if you have any questions regarding
this matter.
Sincerely,
/s/ Wa’el Hashad
Wa’el Hashad
Chief Executive Officer
cc: Jennifer M. Minter, Esq.