Longeveron Inc SEC Filings

Longeveron Inc. (LGVN) reported an insider transaction by its General Counsel and Secretary. On 10/01/2025, the officer had 4,944 shares of Class A common stock withheld to cover taxes upon RSU vesting (transaction code F) at $0.7424 per share.

Following the transaction, the officer beneficially owns 351,129 shares directly. The holding includes RSUs subject to future vesting, as noted in the footnotes.

Longeveron (LGVN) reported an insider equity transaction by its CTO & SVP of CMC. On 10/01/2025, the officer had 7,609 shares of Class A common stock withheld under transaction code F to cover taxes upon the vesting of a restricted stock unit (RSU) award at a price of $0.7424 per share. Following this tax withholding, the officer beneficially owned 210,876 shares, which includes RSUs subject to future vesting.

Longeveron (LGVN) filed a Form 4 for its CFO reporting an administrative share transaction tied to equity compensation. On 10/01/2025, 11,883 shares of Class A common stock were withheld at a price of $0.7424 to satisfy tax obligations upon the vesting of a restricted stock unit (RSU) award, coded “F.”

Following this transaction, the reporting person beneficially owned 239,081 shares, which includes RSUs subject to future vesting. The filing indicates direct ownership.

James Nathaniel Powell, Chief Executive Officer and director of Longeveron Inc. (LGVN), filed an Initial Form 3 reporting beneficial ownership after a 09/04/2025 event. He directly holds 80,446 shares of Class A common stock (including RSUs subject to future vesting) and directly holds a warrant for 44,115 Class A shares exercisable 08/11/2025 and expiring 08/11/2027 at an exercise price of $0.85. The Form 3 was signed by an attorney-in-fact on 10/01/2025.

Longeveron Inc. reported that Nasdaq has notified the company its Class A common stock no longer meets the $1.00 minimum bid price requirement for listing on The Nasdaq Capital Market, based on the stock closing below this level for 30 consecutive business days. The notice does not immediately remove the stock from Nasdaq.

Longeveron has until March 23, 2026 to regain compliance, which would occur if the bid price closes at $1.00 or more for at least 10 consecutive business days, subject to Nasdaq’s discretion to require up to 20 days. If the closing bid price is $0.10 or less for ten consecutive trading days, Nasdaq may move to suspend and delist the stock sooner. The company plans to monitor its share price and consider options to regain compliance but warns there is no assurance it will succeed or meet other Nasdaq listing rules.

Longeveron Inc. filed a Form 8-K reporting a material event: an ATM Agreement dated September 19, 2025 between Longeveron Inc. and H.C. Wainwright & Co., LLC. The filing lists accompanying legal items including an opinion and consent from Buchanan Ingersoll & Rooney PC, and an interactive data file. The document is signed by Than Powell, Chief Executive Officer. The submission indicates the company has executed the arrangements needed to access at-the-market equity sales under the named agreement, with counsel opinion and consent included as exhibits.

Longeveron Inc. is offering up to 33,655,871 shares of Class A common stock in an at-the-market offering, assuming sale of 14,078,947 shares at $0.76 per share. Proceeds are intended to fund clinical and regulatory development of its lead stem-cell therapy laromestrocel (Lomecel-B) across hypoplastic left heart syndrome (HLHS), mild Alzheimer’s disease (AD) and pediatric dilated cardiomyopathy (DCM), plus manufacturing, regulatory and general corporate needs. Key clinical milestones include the ELPIS II Phase 2b HLHS trial, now fully enrolled with anticipated top-line results in Q3 2026 and a potential BLA filing in late 2026 if successful; Phase 2a CLEAR MIND in mild AD met its primary safety endpoint and showed nominal significance on a secondary cognitive composite with MRI signals of preserved brain volumes including left hippocampus; FDA approved an IND for pediatric DCM on July 8, 2025 with Phase 2 pivotal plans in H1 2026 subject to financing. The company discontinued its Japan frailty trial in April 2024 but continues Bahamas registries and plans an osteoarthritis registry. Net tangible book value per Class A share was $0.62 as of June 30, 2025 and pro forma values are modestly higher. The prospectus highlights typical biotech risks including need for additional capital, regulatory and clinical uncertainties, potential dilution from outstanding warrants, options and convertible shares, and governance provisions such as a dual-class structure and board authority that may limit shareholder actions.

Longeveron Inc. reported a leadership change. On August 27, 2025, Chief Executive Officer Wa’el Hashad stepped down as CEO and as a member of the Board of Directors to pursue other opportunities. The Board appointed Than Powell, currently Chief Business Officer and head of business development, to serve as interim Chief Executive Officer effective September 4, 2025, until a permanent successor is identified.

The Board also named company founder and Chief Science Officer Dr. Joshua Hare as Executive Chairman. As interim CEO, Mr. Powell will receive a base salary of $500,000, a potential prorated target bonus equal to 60% of base salary, and an equity grant of restricted stock units and stock options, subject to vesting. The company states there are no arrangements or related‑party transactions influencing Mr. Powell’s selection for this role.

Lincoln Alternative Strategies LLC reports beneficial ownership of 1,176,470 shares of Longeveron Inc. Class A common stock, representing 6.09% of the class based on 19,312,218 shares outstanding as of August 8, 2025. The filing states Lincoln Alternative has sole voting and dispositive power over these shares and disclaims acquisition for the purpose of changing or influencing control of the issuer.

The statement provides the filer’s Delaware organization and business address in Miami Beach, Florida, and class/CUSIP details for clarity. No transactions, arrangements, or group affiliations are reported in this filing.