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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):
October 26, 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 |
|
33136 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area
code: (305) 909-0840
Not Applicable
(Former name or former address, if changed since
last report)
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 October 26, 2026, Longeveron Inc. (the “Company”)
a clinical-stage biotechnology company developing cellular therapies for life-threatening, rare pediatric and chronic aging-related conditions,
issued a press release announcing updated results from ELPIS II, its Phase 2b clinical trial evaluating the Company’s investigational
stem cell therapy, laromestrocel, as an adjunct to Stage 2 palliative surgery in 40 infants with hypoplastic left heart syndrome (“HLHS”).
The updated results follow planned additional analysis conducted by the Company and the National Institutes of Health (NIH) funded trial
investigators.
As previously disclosed, the ELPIS II trial did not
meet the primary efficacy endpoint of change from baseline in right ventricular ejection fraction (RVEF) at Month 12. However, based on
the secondary endpoints, laromestrocel was associated with fewer adjudicated clinical and safety events than the standard of care arm.
Additional review of the pre-specified secondary endpoint major adverse cardiac events (MACE) showed statistical significance with eight
events in the standard of care (SOC) arm versus one in the laromestrocel treatment arm (P=0.043).
The Company believes the favorable pre-specified secondary
endpoint findings suggest that laromestrocel has the potential to meaningfully improve clinical outcomes of children with HLHS undergoing
Stage II surgical palliation. The Company intends to request a meeting with the U.S. Food and Drug Administration (FDA) to review the
results to determine potential next steps for the Company’s HLHS development program.
A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference. The information included pursuant to this Item 8.01, including Exhibit 99.1, shall
not be deemed an admission as to the materiality of any information contained herein or therein.
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 Securities and Exchange Commission (“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 SEC on March 17, 2026, its Quarterly
Reports on Form 10-Q, and other filings with the SEC. 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release of Longeveron Inc., dated October 26, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: October 26, 2026 |
/s/ Stephen Willard |
| |
Name: |
Stephen Willard |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Longeveron
Announces Updated Results from ELPIS II Phase 2b Clinical Trial Evaluating
Laromestrocel as a Potential Treatment for Hypoplastic Left
Heart Syndrome (HLHS)
Important
Secondary Clinical Outcome Endpoint MACE Achieved Statistical Significance
ELPIS
II 2 Data in HLHS Selected for Late-Breaking Science Program Podium Presentation in the
American Heart Association’s (AHA) 2026
Scientific Sessions
| ● | As
previously reported, the ELPIS II trial did not meet the primary endpoint of increase in
right ventricular ejection fraction (RVEF) at month 12 and the Company planned to continue
analysis of additional data |
| ● | Additional
analysis demonstrates an important pre-specified secondary clinical outcome endpoint, major
adverse cardiac events (MACE), achieved statistical significance with 8 events in the standard
of care arm versus 1 in the laromestrocel treatment arm (P=0.043) |
| ● | Laromestrocel
was associated with fewer adjudicated clinical and safety events than the standard of care
arm |
| ● | The
Company believes the results suggest that laromestrocel may have the potential to meaningfully
improve clinical outcomes of children with HLHS undergoing Stage II surgical palliation |
MIAMI,
Fla., October 26, 2026 -- Longeveron Inc. (NASDAQ: LGVN), a clinical stage biotechnology company developing cellular therapy for life-threatening,
rare pediatric and chronic aging-related conditions, today announced updated results from ELPIS II following planned additional analysis
conducted by the Company and the National Institutes of Health (NIH) funded trial investigators. ELPIS II is the Company’s Phase
2b clinical trial evaluating its investigational stem cell therapy laromestrocel as an adjunct to Stage 2 palliative surgery in 40 infants
with hypoplastic left heart syndrome (HLHS).
The
ELPIS II trial did not meet the primary efficacy endpoint of change from baseline in right ventricular ejection fraction (RVEF) at
Month 12. Based on the secondary endpoints, laromestrocel was associated with fewer adjudicated clinical and safety events than the
standard of care (SOC) arm. Additional review of the pre-specified secondary endpoint major adverse cardiac events (MACE) showed
statistical significance with 8 events in the SOC arm versus 1 in the laromestrocel treatment arm (P=0.043).
Laromestrocel demonstrated a favorable safety and tolerability profile through 12 months, with no treatment-related serious adverse
events identified. The Company believes the favorable pre-specified secondary endpoint findings suggest that laromestrocel has the
potential to meaningfully improve clinical outcomes of children with HLHS undergoing Stage II surgical palliation. The Company
intends to request a meeting with the U.S. Food and Drug Administration (FDA) to review the results to determine potential next
steps for the HLHS development program.
Results
Among
the 40 randomized infants in the intention-to-treat (ITT) population, baseline and Month 12 cardiovascular magnetic resonance (CMR) were
available for 28 infants (15-S0C, 13- Laromestrocel group). Mean RVEF decreased by 2.6(SD=10.5) percentage points in the SoC group and
3.3 (SD=8.4) percentage points in the Laromestrocel group, with no statistically significant difference between 2 groups (baseline adjusted
difference=-1.36, 95% CI: -8.0 - 6.7, p=0.68).
Additional analysis for
prespecified secondary clinical outcome endpoints is presented as below.
| Endpoint |
|
SOC |
|
Laromestrocel |
|
Comparison |
| Infants with >= 1 major cardiac event, n |
|
9 |
|
3 |
|
- |
| Total major cardiac events, n |
|
22 |
|
3 |
|
Rate Ratio=0.16 (95%CI: 0.030-0.52); p<0.001 |
| Major Cardiac event rate (per 100 person-days) |
|
0.261 |
|
0.041 |
|
- |
| Total MACE, n |
|
8 |
|
1 |
|
p=0.043 |
| MACE rate (per 100 person-days) |
|
0.095 |
|
0.014 |
|
- |
| TR events or Valve surgery |
|
5 |
|
0 |
|
p=0.066 |
| Death, n |
|
1 |
|
0 |
|
- |
| Ventricular assist device implantation, n |
|
1 |
|
0 |
|
- |
Note: Event rates were calculated over
a total of 15757 person-days of follow-up. MACE - Major adverse cardiac events, TR - Tricuspid regurgitation
The
Company thanks the patients, families, investigators, and clinical sites who participated in the ELPIS II trial, as well as the NIH and
the Data Coordinating and Clinical Coordinating Centers for their partnership throughout the study.
American
Heart Association’s (AHA) 2026 Scientific Sessions
The
Phase 2 data from the ELPIS II trial have been selected for a Late-Breaking Science Program podium presentation at the American Heart
Association’s (AHA) 2026 Scientific Sessions which will take place in Chicago on November 6-9, 2026.
Presentation
| Date: |
Sunday, November 8, 2026 |
| Time: |
10:10am CDT |
| Session: |
Featured Science, FS.07, Heart Failure Care for Novel Phenotypes |
| Title: |
ELPIS II: A Phase 2b Randomized Clinical Trial to Evaluate the Efficacy and Safety of Laromestrocel as Adjunct |
| Therapy During Stage II Palliation for Hypoplastic Left Heart Syndrome |
About
ELPIS II
ELPIS
II is an investigational Phase 2b, randomized, double-blind, multicenter, two-arm trial conducted by Longeveron in collaboration with
the National Heart, Lung, and Blood Institute (NHLBI) through grants from the National Institutes of Health (NIH) (ClinicalTrials.gov:
NCT04925024). A total of 40 infants with HLHS were randomized 1:1 to receive a single intramyocardial dose of an investigational drug
called laromestrocel that was administered during Stage 2 palliative surgery (bidirectional Glenn or hemi-Fontan procedure) or standard
of care surgery alone, and were followed for 12 months. Long-term follow-up for transplant-free survival is planned for up to 5 years.
The
trial’s primary endpoint was the difference between groups’ change from baseline in RVEF at 12 months, assessed by cardiac
magnetic resonance (CMR). As previously disclosed, FDA has advised Longeveron that RVEF alone would not be sufficient to demonstrate
efficacy for regulatory approval.
Research
reported in this press release was supported by the National Heart, Lung, And Blood Institute of the National Institutes of Health under
Award Number UH3HL148318. The content is solely the responsibility of the Company and does not necessarily represent the official views
of the National Institutes of Health.
About
Hypoplastic Left Heart Syndrome (HLHS)
HLHS
is a rare congenital heart defect that affects approximately 1,000 infants per year in the U.S. Infants with HLHS are born with an underdeveloped
left ventricle, which creates a life-threatening condition due to the heart’s inability to pump adequate amounts of blood throughout
the body. The current treatment requires infants to undergo a complex three-stage heart reconstruction surgery process over the first
five years of their life. Despite staged surgical palliation, long-term mortality and morbidity remain substantial, with progressive
right ventricular dysfunction representing a major contributor to adverse outcomes. There is clearly an important unmet medical need
to improve right ventricular function in these infants to positively impact both short- and long-term patient outcomes.
About
laromestrocel (Lomecel-B®)
Laromestrocel
is an investigational living cell product made from specialized cells isolated from the bone marrow of young, healthy adult donors. These
specialized cells, known as mesenchymal stem cells (MSCs), are essential to the human endogenous biological repair mechanism. MSCs have
the potential to perform a number of complex functions in the body and possibly support tissue repair and regenerative signaling pathways.
They also may respond to sites of injury or disease and may secrete bioactive factors that are immunomodulatory and regenerative. We
believe laromestrocel MSCs may have multiple potential mechanisms of action that may lead to anti-inflammatory, anti-fibrotic, and/or
pro-vascular regenerative responses, and therefore may have broad applicability for a range of rare and aging related diseases.
About
Longeveron Inc.
Longeveron
is a clinical stage biotechnology company developing regenerative medicines to address unmet medical needs. The Company’s lead
investigational product is laromestrocel (Lomecel-B®), an allogeneic mesenchymal stem cell (MSC) therapy product isolated
from the bone marrow of young, healthy adult donors. We believe laromestrocel has multiple potential mechanisms of action encompassing
pro-vascular, pro-regenerative, anti-inflammatory, and tissue repair and healing effects with broad potential applications across a spectrum
of disease areas. Laromestrocel development programs have received five distinct and important FDA designations: for the HLHS program
- Orphan Drug designation, Fast Track designation, and Rare Pediatric Disease designation; and, for the AD program - Regenerative Medicine
Advanced Therapy (RMAT) designation and Fast Track designation. For more information, visit www.longeveron.com or follow Longeveron on
LinkedIn, X, and Instagram.
Forward-Looking
Statements
Certain
statements in this press release that are not historical facts are forward-looking statements made pursuant to the safe harbor provisions
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. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to
be accurate, including the occurrence of a meeting or discussion of ELPIS II results with the FDA and the future of the HLHS development
program; our ability to pursue funding sources and potential revenue opportunities to advance laromestrocel in longevity and Aging-related
frailty; our expectations regarding the review and exploration of all strategic options and their potential impact on shareholder value;
our ability to engage an investment bank or other strategic advisor; the continued listing of our Class A common stock on Nasdaq; our
expectations regarding the future of the company’s operations, including our clinical, development and commercialization activities;
our plans to implement cash conservation measures to reduce operating expenses; and other statements regarding future events. Forward-looking
statements are generally identifiable by the use of forward-looking terminology such as “anticipate,” “believe,”
“contemplate,” “continue,” “could,” “estimate,” “expects,” “intend,”
“looks to,” “may,” “on condition,” “plan,” “potential,” “predict,”
“preliminary,” “project,” “see,” “should,” “target,” “will,”
“would,” or the negative thereof or comparable terminology, although not all forward-looking statements contain these words,
or by discussion of strategy or goals or other future events, circumstances, or effects. Additional factors that could cause actual results
to differ materially from those expressed or implied in any forward-looking statements in this release include, but are not limited to,
the risk that the exploration of strategic options may not result in any definitive transaction or enhance shareholder value or may create
uncertainty that may adversely affect our business, financial condition, results of operations, or shareholder and investor perception;
the ability of our clinical trials to demonstrate safety and efficacy of our investigational product candidates, and other positive results;
our ability to successfully transition toward a more capital-efficient, asset-light operating model; our ability to secure one or more
strategic licensing partnerships for laromestrocel in our development programs; our ability to reach alignment with the FDA and other
regulatory authorities on a potential path toward regulatory approval; the availability of evidence from our ongoing and future preclinical
studies and clinical trials sufficient to support the Company filing a BLA for the investigational product candidate for one or more
indications; the timing and focus of our ongoing and future preclinical studies and clinical trials, and the reporting of data from those
studies and trials; market and other conditions, our cash position and need to raise additional capital, the difficulties we may face
in obtaining access to capital, and the dilutive impact it may have on our investors; our financial performance, and ability to continue
as a going concern; the period over which we estimate our existing cash and cash equivalents will be sufficient to fund our future operating
expenses and capital expenditure requirements; the size of the market opportunity for certain of our investigational product candidates,
including our estimates of the number of patients who suffer from the diseases we are targeting; our ability to scale production and
commercialize the investigational product candidate for certain indications; the success of competing therapies that are or may become
available; the beneficial characteristics, safety, efficacy and therapeutic effects of our investigational product candidates; our ability
to obtain and maintain regulatory approval of our investigational product candidates in the U.S. and other jurisdictions; our plans relating
to the further development of our investigational product candidates, including additional disease states or indications we may pursue;
our plans and ability to obtain or protect intellectual property rights, including extensions of existing patent terms where available
and our ability to avoid infringing the intellectual property rights of others; the need to hire additional personnel and our ability
to attract and retain such personnel; and our estimates regarding expenses, future revenue, capital requirements and needs for additional
financing.
Further
information relating to factors that may impact the Company’s results and forward-looking statements are disclosed in the Company’s
filings with the Securities and Exchange Commission, including Longeveron’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 its Current Reports
on Form 8-K. The Company operates in a highly competitive and rapidly changing environment; therefore, new factors may arise, and it
is not possible for the Company’s management to predict all such factors that may arise nor assess the impact of such factors or
the extent to which any individual factor or combination thereof, may cause results to differ materially from those contained in any
forward-looking statements. The forward-looking statements contained in this press release are made as of the date of this press release
based on information available as of the date of this press release, 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.
Investor
and Media Inquiries:
Derek
Cole
Investor Relations Advisory Solutions
derek.cole@iradvisory.com
###