As filed with the Securities and Exchange Commission on August 11, 2023.

Registration No. 333-272946

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

__________________________________________

AMENDMENT NO. 2

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

__________________________________________

Longeveron Inc.
(Exact name of registrant as specified in its charter)

__________________________________________

Delaware		2834		47-2174146
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

1951 NW 7th Avenue, Suite 520
Miami, Florida 33136
Telephone: (305) 909-0840
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

__________________________________________

Wa’el Hashad
Chief Executive Officer
Longeveron Inc.
1951 NW 7th Avenue, Suite 520
Miami, Florida 33136
Telephone: (305) 909-0840
(Name, address, including zip code, and telephone number, including area code, of agent for service)

__________________________________________

With a copy to:

Jennifer Minter, Esq.

Richard DiStefano, Esq.

Adam G. Wicks, Esq.

Buchanan Ingersoll & Rooney PC

Union Trust Building

501 Grant Street, Suite 200

Pittsburgh, PA 15219

Telephone: (412) 562-8800

Spencer G. Feldman, Esq.

Olshan Frome Wolosky LLP

1325 Avenue of the Americas, 15th Floor

New York, NY 10019

Telephone: (212) 451-2300

__________________________________________

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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 7(a)(2)(B) of the Securities Act. ☐

__________________________________________

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

	Per Share		Total(1)
Subscription price	$	3.00	$	30,000,000
Dealer-manager fees and expenses(2)	$	0.21	$	2,100,000
Proceeds to us, before expenses	$	2.79	$	27,900,000

		Page
PROSPECTUS SUMMARY		1
SUMMARY OF THE OFFERING		5
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		17
RISK FACTORS		19
THE RIGHTS OFFERING		28
USE OF PROCEEDS		37
PRINCIPAL STOCKHOLDER, DIRECTOR AND EXECUTIVE OFFICER INFORMATION		38
RELATED PARTY TRANSACTIONS		40
DILUTION		42
CAPITALIZATION		43
MARKET FOR COMMON STOCK AND DIVIDEND POLICY		45
DESCRIPTION OF COMMON STOCK		46
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES		52
TAX CONSEQUENCES TO U.S. HOLDERS		53
TAX CONSEQUENCES TO NON-U.S. HOLDERS		57
PLAN OF DISTRIBUTION		58
LEGAL MATTERS		60
EXPERTS		60
WHERE YOU CAN FIND MORE INFORMATION		61
SIGNATURES		II-7

Nasdaq Symbol for Class A common stock		LGVN
Transfer Agent and Subscription Agent		Colonial Stock Transfer Company, Inc.
Information Agent		Okapi Partners LLC

Record Date		August 18, 2023
Commencement date		August 22, 2023
Deadline for delivery of instructions for sale, subdivisions or transfer (without simultaneous exercise) of Rights Certificate		September 14, 2023
Expiration Date		September 21, 2023
Deadline for delivery of Rights Certificates, notices of guaranteed delivery and payment of subscription price		September 21, 2023
Deadline for delivery of subscription certificates pursuant to notices of guaranteed delivery		September 25, 2023

Name of Affiliate	Before the Offering(1)				Number of Subscription Rights Being Offered by this Prospectus(2)	Number of Subscription Rights Owned After Offering
Name of Affiliate	Number of Shares of Class A common stock	Number of Shares of Class B common stock	% common stock owned			Number of Subscription Rights Owned After Offering
Donald M. Soffer(3)	158,514	6,535,223	31.62	%	33,468,685	—
Joshua M. Hare, M.D.(4)	331,687	7,612,902	37.38	%	39,561,305

SEC Form S-1/A filed by Longeveron Inc. (Amendment)