On January 19, 2021, Longeveron filed a registration statement on Form S-1 with the United States Securities and Exchange Commission (“SEC”) in connection with the IPO, which, after several amendments, was declared effective by the SEC on February 11, 2021 (the “Registration Statement”). On or about February 12, 2021, pursuant to the Registration Statement, Longeveron’s Class A common stock began trading on the Nasdaq Capital Market (“NASDAQ”) under the ticker symbol “LGVN.” Also on February 12, 2021, Longeveron filed a prospectus on Form 424B4 with the SEC in connection with the IPO, which incorporated and formed part of the Registration Statement (the “Prospectus” and, together with the Registration Statement, the “Offering Documents”). Pursuant to the Offering Documents, Longeveron conducted the IPO, issuing 2.66 million shares of its Class A common stock to the public at the Offering price of $10.00 per share, for approximate proceeds of $24.7 million to the Company after applicable underwriting discounts and commissions, and before expenses. The complaint alleges that the Offering Documents were negligently prepared and, as a result, contained untrue statements of material fact or omitted to state other facts necessary to make the statements made not misleading and were not prepared in accordance with the rules and regulations governing their preparation. Additionally, throughout the Class Period, Defendants made materially false and misleading statements regarding the Company’s business, operations, and compliance policies. Specifically, the Offering Documents and Defendants made false and/or misleading statements and/or failed to disclose that: (i) Lomecel-B was not as effective in treating aging frailty as Defendants had led investors to believe; (ii) accordingly, Lomecel-B’s clinical and commercial prospects with respect to aging frailty were overstated; and (iii) as a result, the Offering Documents and Defendants’ public statements throughout the Class Period were materially false and/or misleading and failed to state information required to be stated therein. On August 13, 2021, Longeveron issued two press releasesone announcing topline results of the Phase 2b Aging Frailty Trial, and a second providing a corporate update and reporting the Company’s financial results for the second quarter of 2021. Both press releases disclosed, among other results, that Lomecel-B had “not achiev[ed] . . . statistical significance for the pairwise comparison to placebo” with respect to the primary efficacy endpoint. On this news, Longeveron’s stock price fell $1.51 per share, or 27.91%, to close at $3.90 per share on August 13, 2021, representing a total decline of 61% from the Offering price. As of the time the complaint was filed, Longeveron’s stock price continues to trade below the $10.00 per share Offering price, damaging investors.
The alleged class includes : All persons and entities other than Defendants that purchased or otherwise acquired: (a) Longeveron Class A common stock pursuant and/or traceable to the Offering Documents issued in connection with the Company’s initial public offering conducted on or about February 12, 2021; and/or (b) Longeveron securities between February 12, 2021 and August 12, 2021, both dates inclusive.
For More information as well as to join this case please contact Atara Twersky, Esq. at [email protected] or [email protected]. Atara is Principal at Twersky Law Group and Of counsel at AF&T law firm where she is director of Investor Services. Atara focuses her practice on assisting her clients with increasing their investment portfolio recoveries and ensuring that their portfolios remain healthy and robust. For more information on shareholder recoveries click here and to listen to Atara’s podcast with notable guests in the Pension fund Industry listen to Pension and Investments Podcast, on all matters related to your investment portfolio and more. For more information on Atara and her legal work connected to shareholder protection click here