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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 24, 2026
Longeveron
Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-40060 |
|
47-2174146 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
1951
NW 7th Avenue, Suite 520
Miami,
Florida |
|
3313 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
Telephone Number, Including Area Code: (305) 909-0840
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class
A Common Stock, $0.001 par value per share |
|
LGVN |
|
The
Nasdaq Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
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 13(a) of the Exchange Act.
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously announced, on September 22, 2025, Longeveron Inc. (the “Company”) received a letter from the Listing Qualifications
Staff of The Nasdaq Stock Market (“Nasdaq”) advising that the Company was not in compliance with the $1.00 minimum bid price
requirement for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price
Requirement”) as a result of the closing bid price of the Company’s Class A common stock (“Common Stock”) having
been below $1.00 for thirty consecutive business days. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was granted
a period of 180 calendar days from the notification date, or until March 23, 2026, to regain compliance with the Minimum Bid Price Requirement.
On
March 24, 2026, the Company received a written notice from Nasdaq (the “March Notice”) granting an additional 180 days, or
until September 21, 2026, to regain compliance with the Minimum Bid Price Requirement. If at any time before September 21, 2026, the
closing bid price of the Company’s Common Stock is at least $1.00 per share for a minimum of ten consecutive business days, unless
Nasdaq exercises its discretion to extend this ten-day period, Nasdaq will provide written confirmation stating that the Company has
achieved compliance with the Minimum Bid Price Requirement.
The
March Notice has no immediate effect on the continued listing status of the Company’s Common Stock on The Nasdaq Capital Market,
and the Company’s listing remains fully effective.
The
Company intends to monitor the closing bid price of its Common Stock and assess its available options in order to regain compliance with
the Minimum Bid Price Requirement and continue listing on The Nasdaq Capital Market, including by effecting a reverse stock split, if
necessary. There can be no assurance that the Company will regain compliance with the Minimum Bid Price Requirement or will otherwise
be in compliance with the other Nasdaq listing requirements.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K and certain of the materials filed herewith contain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, which reflect management’s current expectations, assumptions, and estimates of future
operations, performance and economic conditions, and involve known and unknown risks, uncertainties and other important factors that
could cause actual results, performance or achievements to differ materially from those anticipated, expressed, or implied by the statements
made herein. The forward-looking statements in this Current Report on Form 8-K are made on the basis of the views and assumptions of
management regarding future events and business performance as of the date this Current Report on Form 8-K is filed with the SEC. We
have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which
we operate and financial trends that we believe may affect our business, financial condition, results of operations and prospects, and
these forward-looking statements are not guarantees of future performance or development. Forward-looking statements involve known and
unknown risks, uncertainties and other important factors that may cause actual events, results, performance or achievements to be materially
different from those expressed or implied by the forward-looking statements contained in this Current Report on Form 8-K or the materials
furnished or filed herewith.
These
forward-looking statements are made as of the date of this Current Report on Form 8-K and are subject to a number of risks, uncertainties
and assumptions described in greater detail in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed
with the Securities and Exchange Commission on March 17, 2026, its Quarterly Reports on Form 10-Q, and other filings with the Securities
and Exchange Commission. In addition, any forward-looking statements represent the Company’s views only as of today and should
not be relied upon as representing its views as of any subsequent date. These statements are inherently uncertain, and the Company disclaims
any intention or obligation, other than imposed by law, to update or revise any forward-looking statements, whether as a result of new
information, future, events or otherwise occurring after the date this Current Report on Form 8-K is filed.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
LONGEVERON
INC. |
| |
|
| Date:
March 25, 2026 |
/s/
Lisa A. Locklear |
| |
Name: |
Lisa
A. Locklear |
| |
Title: |
Chief
Financial Officer |
