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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 23, 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 8.01. Other Events.
On March 23, 2026, Longeveron Inc. (the “Company”)
cancelled its special meeting of stockholders scheduled to be held in 2026 (the “Special Meeting”). The Company currently
intends for the “Reverse Stock Split” proposal set forth in the preliminary proxy statement relating to the Special Meeting,
which was filed with the U.S. Securities and Exchange Commission on March 3, 2026, to instead be presented at the Company’s next
regularly scheduled annual meeting of stockholders to the extent the Company determines that it is necessary or advisable to do so.
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 24, 2026 |
/s/ Stephen H. Willard |
| |
Name: |
Stephen H. Willard |
| |
Title: |
Chief Executive Officer |
