Longeveron Inc SEC Filings

Longeveron Inc. executive Devin Blass, CTO & SVP of CMC, reported a routine share disposition related to taxes rather than an open-market trade. On the vesting of a restricted stock unit award, 8,633 shares of Class A Common Stock were withheld at $1.12 per share to satisfy tax obligations. After this tax-withholding event, Blass directly holds 191,543 shares of Class A Common Stock, including RSUs that remain subject to future vesting.

Longeveron Inc. received an additional 180-day period from Nasdaq, until September 21, 2026, to regain compliance with the $1.00 minimum bid price requirement for its Class A common stock. The company remains listed on The Nasdaq Capital Market while it works to restore compliance.

If the closing bid price reaches at least $1.00 per share for ten consecutive business days within this period, Nasdaq can confirm that the requirement has been met. Longeveron plans to monitor its stock price and may use options such as a reverse stock split, but there is no assurance it will satisfy Nasdaq’s listing standards.

Longeveron Inc. cancelled its special meeting of stockholders that had been scheduled for 2026. The company now intends for the previously planned Reverse Stock Split proposal from its March 3, 2026 preliminary proxy statement to be presented instead at its next regularly scheduled annual meeting if it determines this is necessary or advisable.

The filing also includes standard cautionary language that forward-looking statements are subject to risks and uncertainties described in Longeveron’s Annual Report on Form 10-K for the year ended December 31, 2025 and other SEC reports, and notes the company has no obligation to update such statements except as required by law.

Longeveron Inc. is a clinical-stage biotech focused on regenerative cell therapies built around its lead product, laromestrocel (Lomecel‑B), an allogeneic bone‑marrow–derived mesenchymal stem cell therapy. The company is developing laromestrocel for four indications: Hypoplastic Left Heart Syndrome (HLHS), mild Alzheimer’s disease, pediatric dilated cardiomyopathy, and aging‑related frailty.

For HLHS, laromestrocel has Rare Pediatric Disease, Orphan Drug, and Fast Track designations, and the pivotal Phase 2b ELPIS II trial is fully enrolled with top‑line data expected in the third quarter of 2026. For mild Alzheimer’s, a Phase 2a trial (CLEAR MIND) showed a favorable safety profile and signals of efficacy, leading to RMAT and Fast Track designations and FDA alignment on a planned pivotal seamless Phase 2/3 design, with the possibility of a BLA based on positive interim data.

The company operates a cGMP facility in Miami for early‑phase supply but plans to use a contract development and manufacturing organization for potential commercial production, and it has built an extensive global patent and trademark portfolio around laromestrocel and its manufacturing and potency assays.

Longeveron Inc. reported that Chief Executive Officer Willard Stephen H received several equity awards. He was granted a stock option for 200,000 shares of Class A common stock at an exercise price of $0.545 per share, vesting quarterly over four years beginning on April 1, 2026.

He also received an initial hire award of 200,000 shares of Class A common stock, with 105,533 of those shares withheld to cover tax obligations. In addition, he was granted 200,000 time-based vesting RSUs. Following these awards and tax withholding, he directly holds 294,467 shares of Class A common stock, which includes RSUs subject to future vesting.

Longeveron Inc. Chief Executive Officer Willard Stephen H filed an initial ownership report on Class A Common Stock. The Form 3 shows he beneficially owns no securities, with total Class A Common Stock reported as zero. A footnote explicitly states that no securities are beneficially owned, establishing a baseline of zero ownership for future insider filings.

Longeveron Inc. completed an initial closing of a private placement, raising aggregate gross proceeds of approximately $15.9 million from institutional and accredited investors. The company issued 6,013,384 shares of Class A common stock at $0.52 per share and 11,873.04 shares of Series A Non-Voting Convertible Preferred Stock, convertible into 22,832,770 common shares at the same conversion price.

The agreement also provides for a potential second closing for additional gross proceeds of about $15.0 million, contingent on achieving a Phase 2b HLHS clinical milestone and a volume-weighted average share price of at least $1.85 with specified trading volume. Investors will receive 50% of any net proceeds from a future sale of a Rare Pediatric Disease Priority Review Voucher tied to the HLHS program. Following the initial closing, Longeveron expects 29,281,138 common shares outstanding, or 54,133,139 on a pro forma basis assuming full conversion of the preferred shares and exercise of placement agent warrants.

Longeveron Inc. reported that it temporarily fell out of compliance with a Nasdaq listing rule after the resignation of director Richard Kender, who also served as audit committee chair and audit committee financial expert.

Kender resigned from the Board and Audit Committee effective March 3, 2026, citing his changing role at Seres Therapeutics, where he had just been named Executive Chairman and Interim CEO. The company states his resignation was not due to any disagreement regarding Longeveron’s operations, policies, practices, management, or Board.

On March 4, 2026, the Board appointed existing director Dr. Roger Hajjar to the Audit Committee, restoring the required three independent members. The company plans to add at least one director who will qualify as both independent and an audit committee financial expert by the earlier of the next annual shareholders meeting or within the 180‑day cure period allowed under Nasdaq Listing Rule 5605(c)(4).

Longeveron Inc. is asking shareholders to approve an amendment to its Certificate of Incorporation to permit a board‑authorized reverse stock split of its Class A and Class B common stock at a ratio between 1:5 and 1:20. The Board may elect the exact ratio within that range and whether or when to file the amendment if stockholders approve the proposal.

The stated purpose is to raise the per‑share trading price of Class A common stock to satisfy Nasdaq’s minimum bid price requirement of $1.00 and to aid potential capital‑raising efforts. The Board recommends a vote FOR the Reverse Stock Split Proposal and an adjournment proposal to permit additional solicitation if needed. The Record Date for voting is March 9, 2026, and the Board’s authority to effect the split terminates if not implemented prior to December 31, 2026.