Longeveron LLC Sample Contracts
SERIES C/SERIES D] CLASS A COMMON STOCK PURCHASE WARRANT LONGEVERON INC.Security Agreement • April 18th, 2024 • Longeveron Inc. • Pharmaceutical preparations • New York
THIS [SERIES C/SERIES D] CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________1 2 (the “Termination Date”) but not thereafter, to subscribe for and purchase from LONGEVERON INC., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock (as defined herein). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT LONGEVERON INC.Common Stock Purchase Warrant • December 22nd, 2023 • Longeveron Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from LONGEVERON INC., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 11th, 2024 • Longeveron Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 8, 2024, between LONGEVERON INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 3rd, 2021 • Longeveron Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 30, 2021, between Longeveron Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
UNDERWRITING AGREEMENT between LONGEVERON INC. and KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc., as Representative of the Several Underwriters LONGEVERON INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 30th, 2021 • Longeveron Inc. • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 3rd, 2021 • Longeveron Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 30, 2021, between Longeveron Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
PRE-FUNDED CLASS A COMMON STOCK PURCHASE WARRANT Longeveron Inc.Warrant Agreement • April 11th, 2024 • Longeveron Inc. • Pharmaceutical preparations • New York
THIS PRE-FUNDED CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”), to subscribe for and purchase from Longeveron Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Class A Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT Longeveron Inc.Pre-Funded Common Stock Purchase Warrant • October 13th, 2023 • Longeveron Inc. • Pharmaceutical preparations
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”), to subscribe for and purchase from Longeveron Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 19th, 2024 • Longeveron Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 18, 2024, between LONGEVERON INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENT CLASS A COMMON STOCK PURCHASE WARRANT LONGEVERON INC.Placement Agent Agreement • August 6th, 2024 • Longeveron Inc. • Pharmaceutical preparations • New York
THIS PLACEMENT AGENT CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July __, 20263 (the “Termination Date”) but not thereafter, to subscribe for and purchase from LONGEVERON INC., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock (as defined herein). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of March 1, 2024, as amended on April 3,
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT LONGEVERON INC.Placement Agent Common Stock Agreement • December 22nd, 2023 • Longeveron Inc. • Pharmaceutical preparations
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 20, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from LONGEVERON INC., a Delaware corporation (the “Company”), up to _________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain engagement letter, dated as of September 28, 2023, as amended, by and between the Company and H.C. Wainwright & Co., LLC.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 13th, 2023 • Longeveron Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 11, 2023, between LONGEVERON INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • February 3rd, 2021 • Longeveron LLC • Pharmaceutical preparations • New York
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
DEALER-MANAGER AGREEMENTDealer-Manager Agreement • August 18th, 2023 • Longeveron Inc. • Pharmaceutical preparations • New York
The following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be undertaken by Longeveron Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its (i) Class A common stock, par value $0.001 per share (“Class A Common Stock”), (ii) Class B common stock, par value $0.001 per share (“Class B Common Stock”), and (iii) warrants exercisable for Class A Common Stock (“Warrants”), transferable subscription rights (the “Rights”) as set forth in the Company’s registration statement on Form S-1 (File No. 333-272946) initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 27, 2023, to subscribe for and purchase up to $30.0 million of Class A Common Stock, at a subscription price equal to $3.00 per share (the “Subscription Price”). Shares of Class A Common Stock issuable in the Rights Offering are referred to herein as the “Rights Shares.”
REPRESENTATIVE’S PURCHASE WARRANT LONGEVERON INC.Representative’s Purchase Warrant • December 3rd, 2021 • Longeveron Inc. • Pharmaceutical preparations • New York
This REPRESENTATIVE’S PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date referred to above as the Initial Exercise Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 3, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Longeveron Inc., a Delaware corporation (the “Company”), up to ____ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
CLASS A COMMON STOCK PURCHASE WARRANT LONGEVERON INC.Class a Common Stock Purchase Warrant • July 19th, 2024 • Longeveron Inc. • Pharmaceutical preparations
THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from LONGEVERON INC., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock (as defined herein). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 11th, 2025 • Longeveron Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 8, 2025, between LONGEVERON INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
LONGEVERON INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • February 3rd, 2021 • Longeveron LLC • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) dated as of ______________, is by and between Longeveron Inc., a Delaware corporation (the “Company”), and ______________ (the “Indemnitee”).
DEALER-MANAGER AGREEMENTDealer-Manager Agreement • July 28th, 2023 • Longeveron Inc. • Pharmaceutical preparations • New York
The following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be undertaken by Longeveron Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its (i) Class A common stock, par value $0.001 per share (“Class A Common Stock”), (ii) Class B common stock, par value $0.001 per share (“Class B Common Stock”), and (iii) warrants exercisable for Class A Common Stock (“Warrants”), transferable subscription rights (the “Rights”) as set forth in the Company’s registration statement on Form S-1 (File No. 333-272946) initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 27, 2023, to subscribe for and purchase up to $30.0 million of Class A Common Stock, at a subscription price equal to $[·] per share (the “Subscription Price”). Shares of Class A Common Stock issuable in the Rights Offering are referred to herein as the “Rights Shares.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 4th, 2025 • Longeveron Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of _____ __, 2025, between LONGEVERON INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 8th, 2025 • Longeveron Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of _____ __, 2025, between LONGEVERON INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
February 21, 2023, as amended January 17, 2025 Dear Wa’el:Employment Agreement • February 28th, 2025 • Longeveron Inc. • Pharmaceutical preparations • Florida
This letter agreement (this “Agreement”) sets forth the terms and conditions of your employment with Longeveron Inc. (the “Company”), which shall be effective as of March 1, 2023 (the “Effective Date”). This Agreement will govern your employment with the Company following the Effective Date on the following terms and conditions:
ContractPurchase Warrant Agreement • March 30th, 2021 • Longeveron Inc. • Pharmaceutical preparations • New York
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
March 14th, 2024 Dear Paul:Employment Agreement • March 17th, 2026 • Longeveron Inc. • Pharmaceutical preparations • Florida
This letter agreement (this “Agreement”) sets forth the terms and conditions of your (referred to as “you” or “your” or “executive”) employment with Longeveron Inc. (the “Company”), which shall be effective as of March 1, 2023 (the “Effective Date”). This Agreement will govern your employment with the Company following the Effective Date on the following terms and conditions:
SERIES A CLASS A COMMON STOCK PURCHASE WARRANT LONGEVERON INC.Warrant Agreement • August 4th, 2025 • Longeveron Inc. • Pharmaceutical preparations • New York
THIS SERIES A CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the [Stockholder Approval Date]1 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [the date that is the [ ] ( ) year anniversary following the Stockholder Approval Date, provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day]2 (the “Termination Date”) but not thereafter, to subscribe for and purchase from LONGEVERON INC., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Class A Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Longeveron Inc.Placement Agent Agreement • December 3rd, 2021 • Longeveron Inc. • Pharmaceutical preparations • New York
PLACEMENT AGENT CLASS A COMMON STOCK PURCHASE WARRANT LONGEVERON INC.Placement Agent Class a Common Stock Purchase Warrant • April 11th, 2024 • Longeveron Inc. • Pharmaceutical preparations • New York
THIS PLACEMENT AGENT CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April 8, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from LONGEVERON INC., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Class A Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Agreement by and between the Company and H.C. Wainwright & Co., LLC, dated as of March 1, 2024, as amended on April 3, 2024, and April 9, 2
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • February 27th, 2024 • Longeveron Inc. • Pharmaceutical preparations • Florida
This Separation Agreement and General Release (“Agreement”) is between Longeveron, Inc. (“Company”) and Dr. K. Christopher Min (“Executive”), together the “Parties.”
PRE-FUNDED CLASS A COMMON STOCK PURCHASE WARRANT Longeveron Inc.Pre-Funded Class a Common Stock Purchase Warrant • April 3rd, 2024 • Longeveron Inc. • Pharmaceutical preparations • New York
THIS PRE-FUNDED CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”), to subscribe for and purchase from Longeveron Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Class A Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • September 19th, 2025 • Longeveron Inc. • Pharmaceutical preparations • New York
Longeveron Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
GRANT AGREEMENTGrant Agreement • January 19th, 2021 • Longeveron LLC • Pharmaceutical preparations • Maryland
THIS GRANT AGREEMENT (as it may be amended, this “Agreement”) is effective as of the 1st day of October, 2020 (“Effective Date”), by and between the MARYLAND STEM CELL RESEARCH COMMISSION (“Commission”), acting by and through the MARYLAND TECHNOLOGY DEVELOPMENT CORPORATION (“TEDCO” or the “Grantor”), a body politic and corporate and a public instrumentality of the State of Maryland (“State”) and LONGEVERON, LLC, a Delaware limited liability company (“Grantee”).
SECOND AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • March 9th, 2021 • Longeveron Inc. • Pharmaceutical preparations • Florida
This SECOND AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT (“Second Amendment”), is made effective as of March 3, 2021 (the “Effective Date”), by and between the University of Miami, a Florida not-for-profit corporation (“UNIVERSITY”), and Longeveron, Inc, a Delaware corporation, whose principal place of business is at 1951 NW 7th Avenue, Miami, Florida 33136 (the “LICENSEE”). UNIVERSITY and Licensee are referred to herein as, the “Parties” and each, individually, a “Party”.
Certain identified information has been excluded from this exhibit because it is not material to a reader and would be competitively harmful if publicly disclosed] EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • January 19th, 2021 • Longeveron LLC • Pharmaceutical preparations • Florida
This License Agreement (the “Agreement”) is entered Into and made effective this 20th day of November, 2014 (the “Effective Date”), between the University of Miami, a Florida not-for-profit corporation, having business offices at 1951 NW 7th Avenue, (C234), Miami, Florida 33136 (“UNIVERSITY”), and LONGEVERON LLC, a limited liability company organized under the laws of Delaware, having business offices at 6010 Aqua Path, Miami Beach, Florida 33141 (“LICENSEE”). For purposes of this Agreement, each of UNIVERSITY and LICENSEE may be individually referred to as a “Party,” and collectively referred to as the “Parties.”
CONSULTING AGREEMENTConsulting Agreement • March 17th, 2026 • Longeveron Inc. • Pharmaceutical preparations • Delaware
This Consulting Agreement (“Agreement”) is made and entered into as of January 29, 2026, by and between Stephen H. Willard, located at 2 West Newlands Street, Chevy Chase Maryland 20815 (“Consultant”), and Longeveron Inc., a Delaware corporation with offices located at 1951 NW 7th Avenue, Suite 520, Miami, Florida 33136 (“Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 19th, 2021 • Longeveron LLC • Pharmaceutical preparations • Florida
This Employment Agreement (this “Agreement”) is entered by and between Longeveron, LLC, a Delaware limited liability company with offices located at 1951 NW 7th Ave., Ste. 520, Miami, Florida 33136 (the “Company”), and James Clavijo, an individual with a legal address of 1720 Jefferson Street, Apt 204, Hollywood, FL 33020 (the “Employee”), as of the date(s) set forth on the signature page(s) hereto, effective as of August 12th, 2020 (the “Effective Date”).