UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarterly period ended
OR
For the transition period from to .
Commission File Number:
(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction |
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(IRS Employer |
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(Address of principal executive offices) |
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(Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
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The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of November 8, 2024, the registrant had
LONGEVERON INC.
TABLE OF CONTENTS
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ITEM 1. |
1 |
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Condensed Balance Sheets as of September 30, 2024 (unaudited) and December 31, 2023 |
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2 |
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4 |
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Condensed Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (unaudited) |
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ITEM 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
25 |
ITEM 3. |
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ITEM 4. |
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ITEM 1. |
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ITEM 1A. |
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ITEM 2. |
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ITEM 3 |
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ITEM 4 |
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ITEM 5 |
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ITEM 6. |
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42 |
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i
PART I. FINANCIAL INFORMATION
Item 1. Condensed Financial Statements.
Longeveron Inc.
Condensed Balance Sheets
(In thousands, except share and per share data)
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September 30, |
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December 31, |
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(Unaudited) |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Marketable securities |
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Prepaid expenses and other current assets |
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Accounts and grants receivable |
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Total current assets |
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Property and equipment, net |
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Intangible assets, net |
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Operating lease asset |
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Other assets |
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Total assets |
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$ |
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$ |
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Liabilities and stockholders’ equity |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued expenses |
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Current portion of lease liability |
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Deferred revenue |
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Total current liabilities |
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Long-term liabilities: |
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Lease liability |
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Other liabilities |
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Total long-term liabilities |
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Total liabilities |
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) |
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Stockholders’ equity: |
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Preferred stock, $ |
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Class A common stock, $ |
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Class B common stock, $ |
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Additional paid-in capital |
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Stock subscription receivable |
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( |
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Accumulated deficit |
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( |
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( |
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Accumulated other comprehensive loss |
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( |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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See accompanying notes to unaudited condensed financial statements.
1
Longeveron Inc.
Condensed Statements of Operations
(In thousands, except per share data)
(Unaudited)
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Three months ended |
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Nine months ended |
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2024 |
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2023 |
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2024 |
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2023 |
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Revenues |
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Clinical trial revenue |
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$ |
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$ |
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$ |
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$ |
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Contract manufacturing revenue |
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- |
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- |
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Grant revenue |
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- |
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- |
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- |
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Total revenues |
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Cost of revenues |
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Gross profit |
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Operating expenses |
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General and administrative |
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Research and development |
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Total operating expenses |
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Loss from operations |
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( |
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( |
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( |
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Other income |
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Other income, net |
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Total other income, net |
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Net loss |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Deemed dividend – warrant inducement offers |
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( |
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( |
) |
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( |
) |
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( |
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Net loss attributable to common stockholders |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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$ |
( |
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Basic and diluted net loss per share |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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$ |
( |
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Basic and diluted weighted average common shares outstanding |
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See accompanying notes to unaudited condensed financial statements.
2
Longeveron Inc.
Condensed Statements of Comprehensive Loss
(In thousands)
(Unaudited)
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Three months ended |
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Nine months ended |
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2024 |
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2023 |
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2024 |
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2023 |
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Net loss |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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Other comprehensive loss: |
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Net unrealized gain (loss) on available-for-sale securities |
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( |
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Total comprehensive loss |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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See notes to unaudited condensed financial statements.
3
Longeveron Inc.
Condensed Statements of Changes in Stockholders’ Equity
(In thousands, except share amounts)
(Unaudited)
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Class A |
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Class B |
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Subscription |
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Additional |
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Accumulated |
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Accumulated |
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Total |
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Number |
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Amount |
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Number |
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Amount |
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Receivable |
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Capital |
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Deficit |
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Loss |
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Equity |
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Balance at December 31, 2023 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
( |
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$ |
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$ |
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Conversion of Class B common stock for Class A common stock |
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( |
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- |
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- |
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- |
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- |
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- |
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- |
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Class A common stock, issued for RSUs vested |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Class A common stock, held for taxes on RSUs vested |
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( |
) |
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- |
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- |
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- |
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- |
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( |
) |
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( |
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Class A common stock, issued for PSUs vested |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Class A common stock, held for taxes on PSUs vested |
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( |
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- |
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- |
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- |
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- |
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( |
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- |
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- |
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( |
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Collection of stock subscription receivable |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Equity-based compensation |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Unrealized gain attributable to change in market value of available for sale investments |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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( |
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Class A common stock issued in public offering, net of issuance cost of $ |
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- |
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- |
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Class A common stock issue for warrants exercised, net of issuance cost of $ |
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- |
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- |
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- |
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- |
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- |
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Deemed dividend – warrant inducement offers |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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- |
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- |
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Reverse stock split rounding adjustment |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Net loss |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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- |
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( |
) |
Balance at September 30, 2024 |
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$ |
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$ |
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$ |
- |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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See notes to unaudited condensed financial statements.
4
Longeveron Inc.
Condensed Statements of Changes in Stockholders’ Equity
(In thousands, except share amounts)
(Unaudited)
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Class A |
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Class B |
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Subscription |
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Additional |
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Accumulated |
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Accumulated |
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Total |
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Number |
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Amount |
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Number |
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Amount |
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Receivable |
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Capital |
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Deficit |
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(Loss) Gain |
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Equity |
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Balance at December 31, 2022 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Conversion of Class B common stock into Class A common stock |
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- |
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( |
) |
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- |
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- |
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- |
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- |
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- |
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- |
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Class A common stock, issued for RSUs vested |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Class A common stock, held for taxes on RSUs vested |
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( |
) |
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- |
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- |
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- |
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- |
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( |
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- |
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- |
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( |
) |
Class A common stock issued for stock rights offering |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Equity-based compensation |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Unrealized gain attributable to change in market value of available for sale investments |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Dividend attributable to down round feature of 2021 warrants |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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- |
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- |
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Reverse stock split rounding adjustment |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Net loss |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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- |
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( |
) |
Balance at September 30, 2023 |
|
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
) |
|
$ |
( |
) |
|
$ |
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||||||
See notes to unaudited condensed financial statements.
5
Longeveron Inc.
Condensed Statements of Changes in Stockholders’ Equity
(In thousands, except share amounts)
(Unaudited)
|
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Class A |
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Class B |
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Subscription |
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Additional |
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Accumulated |
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Accumulated |
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Total |
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Number |
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Amount |
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Number |
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Amount |
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Receivable |
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Capital |
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Deficit |
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Loss |
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Equity |
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Balance at June 30, 2024 |
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$ |
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$ |
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$ |
- |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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Class A Common Stock, issued for RSUs vested |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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|
Class A Common Stock, held for taxes on RSUs vested |
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( |
) |
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- |
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- |
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- |
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- |
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( |
) |
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- |
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- |
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( |
) |
Equity-based compensation |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Class A common stock issued in public offering, net of issuance costs of $ |
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- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||||
Class A common stock issued for warrants exercised, net of issuance costs of $ |
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||||
Deemed dividend – warrant inducement offers |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
Net loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Balance at September 30, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||||||
See accompanying notes to unaudited condensed financial statements.
6
Longeveron Inc.
Condensed Statements of Changes in Stockholders’ Equity
(In thousands, except share amounts)
(Unaudited)
|
|
Class A |
|
|
Class B |
|
|
Subscription |
|
|
Additional |
|
|
Accumulated |
|
|
Accumulated |
|
|
Total |
|
|||||||||||||||
|
|
Number |
|
|
Amount |
|
|
Number |
|
|
Amount |
|
|
Receivable |
|
|
Capital |
|
|
Deficit |
|
|
(Loss) Gain |
|
|
Equity |
|
|||||||||
Balance at June, 2023 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||||||
Class A Common Stock, issued for RSUs vested |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Class A Common Stock, held for taxes on RSUs vested |
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
Class A common stock issued for stock rights offering |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
||
Equity-based compensation |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Unrealized gain attributable to change in market value of available-for-sale securities |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Dividend attributable to down round feature of 2021 warrants |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
Net loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Balance at September 30, 2023 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||||||
See accompanying notes to unaudited condensed financial statements.
7
Longeveron Inc.
Condensed Statements of Cash Flows
(In thousands)
(Unaudited)
|
|
Nine months ended |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Cash flows from operating activities |
|
|
|
|
|
|
||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Interest earned on marketable securities |
|
|
|
|
|
|
||
Equity-based compensation |
|
|
|
|
|
|
||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Accounts and grants receivable |
|
|
( |
) |
|
|
|
|
Prepaid expenses and other current assets |
|
|
( |
) |
|
|
( |
) |
Other assets |
|
|
( |
) |
|
|
|
|
Accounts payable |
|
|
|
|
|
( |
) |
|
Deferred revenue |
|
|
( |
) |
|
|
|
|
Nonoperating lawsuit liability |
|
|
|
|
|
( |
) |
|
Accrued expenses |
|
|
( |
) |
|
|
|
|
Operating lease asset and lease liability |
|
|
( |
) |
|
|
( |
) |
Other liabilities |
|
|
|
|
|
|
||
Net cash used in operating activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from investing activities |
|
|
|
|
|
|
||
Proceeds from the sale of marketable securities |
|
</ | ||||||