0001213900-25-073401 Sample Contracts
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”).
CLASS A COMMON STOCK PURCHASE WARRANT LONGEVERON INC.Class a Common Stock Purchase Warrant • August 8th, 2025 • Longeveron Inc. • Pharmaceutical preparations • New York
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 [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 __________2 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]3 (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).
PRE-FUNDED CLASS A COMMON STOCK PURCHASE WARRANT Longeveron Inc.Pre-Funded Class a Common Stock Purchase Warrant • August 8th, 2025 • 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).
PLACEMENT AGENT CLASS A COMMON STOCK PURCHASE WARRANT LONGEVERON INC.Placement Agent Class a Common Stock Purchase Warrant • August 8th, 2025 • 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 [Stockholder Approval Date]1 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) [the date that is the __________2 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]3 (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