Longeveron Inc. (LGVN) Earnings Call Transcript & Summary

Will the meeting, please come to order. I am Dr. Joshua Hare, Chair of the Board of Longeveron Inc. I will be guiding at the meeting. Along with my fellow directors and executive officers of the company, I would like to welcome you to the Special Meeting of Stockholders, which is being held virtually. I appreciate your attendance, your interest and most importantly, your support of Longeveron. The Board of Directors has appointed Colonial Stock Transfer to serve as the independent Inspector of the Election for this meeting. I request that they file their oath of office with the secretary of the meeting for inclusion in the minutes of this meeting. Will the secretary please report on the proof of notice of meeting?

I have an affidavit of mailing from Colonial Stock Transfer certifying as to the getting of notice of this meeting and the sending to stockholders of record as of November 3, 2023, the Notice of Internet Availability of Proxy Material, all of which Colonial commenced distributing to stockholders on November 13, 2023.

The Secretary has the list of the holders of record of Class A Common Stock and Class B Common Stock of the company at the close of business on November 3, 2023. This list of stockholders has been open for examination at the company for any purpose relevant to this meeting during ordinary business hours for the past 10 days. This list is available for inspection during this meeting by any stockholder on the website used to access this meeting. The secretary will please file a copy of the list of stockholders with the records of the company. Mr. Lehr, will you please present your report of attendance at this meeting so that we can determine whether a quorum is present.

Mr. Chairman, on November 3, 2023, the record date for this annual meeting they were outstanding and entitled to vote 8,895,574 shares of Class A Common Stock, representing the same number of votes and 14,855,539 shares of Class B Common Stock, representing 74,277,695 votes were issued and outstanding. I've been informed by the Inspector of Election that shares of stock representing greater than 44,566,617 votes are represented by proxy and entitled to vote at this annual meeting. The shares so represented exceed 50% of the total votes entitled to vote at this meeting and thus constitute a quorum.

Thank you, Mr. Lehr. On the basis of the report of the Secretary and the Inspector of Election, I find that proper notice has been given and that a quorum is present. Accordingly, this meeting has been properly convened. It is approximately 11:00 a.m. on December 26, 2023, and the polls for voting on all matters are open. All Longeveron stockholders entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted or if you want to change your previously cast vote, please do so by clicking on the Longeveron button located on the website used to access this meeting. Please remember that if you have already voted by proxy, it is not necessary to vote again. After voting has been completed on all matters on the agenda, we will close the polls and provide a preliminary report. We'll move now to a review of the proposals. First, election of directors and approval of additional matters. The first proposal to come before the meeting is the approval of the issuance of up to 4,848,486 shares of our common stock upon the exercise of our common stock purchase warrants issued to an institutional purchaser in a private transaction that occurred concurrently with our registered offering that closed on October 13, 2023, and 169,697 shares of our common stock upon the exercise of a common stock purchase warrant issued to H.C. Wainwright & Co., LLC and its designees as partial compensation for services in connection with the referenced transaction, which may be equal to or exceed 20% of our common stock outstanding before such offering and which is referred to as the Warrant Exercise Proposal. The second matter to come before the meeting is a resolution for approval of a proposal to adjourn the Annual or Special Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the first proposal. Are there any questions or comments with respect to any of the three proposals. Seeing none, we will proceed. [Voting]

The polls are about to close. So if you have not yet voted, please do so. Since everyone has had the opportunity to vote, it is now 11:06 a.m. and the polls are closed. The Inspector of Election has delivered their preliminary report, and I will now announce the preliminary results. Mr. Chairman, based on the Inspector of Election's preliminary report, the Warrant Exercise Proposal is approved, approval of the proposal to adjourn this special meeting to a later date, if necessary or appropriate to permit further solicitation and vote of proxies is also approved. We will file the final report of the inspector of election with the records of this meeting. We expect to report the results of the voting on a Form 8-K to be filed with the SEC within 4 business days of this meeting. That concludes the business for the meeting. The meeting is now adjourned.

Ladies and gentlemen, thank you for attending today's meeting.