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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Longeveron Inc | NASDAQ:LGVN | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.03 | -2.34% | 1.25 | 1.23 | 1.27 | 1.29 | 1.205 | 1.29 | 345,082 | 00:28:10 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
LONGEVERON INC.
(Exact name of registrant as specified in its charter)
Delaware | 47-2174146 | |
(State of incorporation or organization) |
(I.R.S. Employer Identification No.) |
1951 NW 7th Avenue, Suite 520 | ||
Miami, Florida | 33136 | |
(Address of principal executive offices) | (Zip Code) |
Title of each class to be so registered |
Name of exchange on which each class is to be registered | |
Transferable Subscription Rights to Purchase Class A Common Stock, $0.001 par value per share | The Nasdaq Capital Market |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-272946
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Information Required in Registration Statement
This Form 8-A is being filed in connection with Longeveron Inc.’s (the “Registrant”) listing of transferable subscription rights (the “Subscription Rights”) to purchase shares of the Registrant’s Class A common stock, par value $0.001 per share (the “common stock”) pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended, on The NASDAQ Capital Market commencing on August 22, 2023. Each holder of the Registrant’s Class A common stock and Class B common stock (together, the “common stock”), par value $0.001 per share, and each holder of warrants exercisable for Class A common stock (the “participating warrants”) will receive on August 18, 2023, the record date of the Rights Offering (the “Record Date”), five Subscription Rights for every share of common stock beneficially owned or share of Class A common stock underlying a Participating Warrant owned and settled by 5:00 p.m., Eastern Time, on August 16, 2023.
Item 1. Description of Registrant’s Securities to be Registered.
A description of the Subscription Rights to be registered hereunder is set forth under the captions “Summary of the Offering,” “The Rights Offering” and “Material U.S. Federal Income Tax Consequences” in the prospectus dated August 14, 2023, as filed by the Registrant with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which prospectus constitutes a part of our Registration Statement on Form S-1 (File No. 333-272946) initially filed with the Securities and Exchange Commission on June 27, 2023, including all amendments thereto (the “Registration Statement”). Such description is incorporated herein by reference. Any form of prospectus that constitutes part of the Registration Statement and is subsequently filed by the Registrant pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall be deemed to be incorporated by reference herein.
Item 2. Exhibits.
1
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
LONGEVERON INC. | |||
Dated: August 14, 2023 | By: | /s/ Wa’el Hashad | |
Name: | Wa’el Hashad | ||
Title: | Chief Executive Officer |
2
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