[SCHEDULE 13G] Longeveron Inc. SEC Filing

Rhea-AI Filing Summary

Longeveron Inc. reporting persons Mitchell P. Kopin, Daniel B. Asher and Intracoastal Capital LLC disclose shared beneficial ownership equal to 2,143,418 shares of Class A common stock, representing approximately 9.99% of the class as of August 15, 2025. The holdings are issuable upon exercise of Intracoastal Warrant 1 and are subject to blocker provisions that limit exercise to prevent exceeding specified ownership thresholds (9.99% or 4.99% depending on the warrant). The filing specifies no sole voting or dispositive power and that the positions are not held to change or influence control of the issuer.

Insights

Financial Analyst

TL;DR Reporting persons hold a near-10% diluted stake via warrants with blocker provisions, a meaningful disclosure but not an immediate control change.

The Schedule 13G shows shared beneficial ownership of 2,143,418 shares (9.99%) attributable to Intracoastal Warrant 1 and related issuance. The absence of sole voting or dispositive power indicates coordinated, not unilateral, influence. Blocker provisions restrict exercise to remain below set thresholds, limiting near-term dilution and control shifts. For investors, this clarifies potential future dilution sources and governance exposure tied to warrant exercise mechanics.

Corporate Governance Expert

TL;DR The filing confirms a coordinated position below the 10% reporting threshold with formal blocker limits, reducing immediate governance risk.

The document discloses shared voting and dispositive power only, and certification that the securities were not acquired to change control. The blocker provisions embedded in multiple warrants are central: they legally prevent exercise that would push ownership past 9.99% or 4.99%, which mitigates sudden governance shifts. This is important for board and shareholder oversight considerations.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Longeveron Inc.

(Name of Issuer)

Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)

54303L203

(CUSIP Number)

08/08/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 54303L203

1

Names of Reporting Persons

Mitchell P. Kopin

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,143,418.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,143,418.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,143,418.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP No. 54303L203

1

Names of Reporting Persons

Daniel B. Asher

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,143,418.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,143,418.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,143,418.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP No. 54303L203

1

Names of Reporting Persons

Intracoastal Capital LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,143,418.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,143,418.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,143,418.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Longeveron Inc.
(b)	Address of issuer's principal executive offices: 1951 NW 7th Avenue, Suite 520, Miami, Florida 33136
Item 2.
(a)	Name of person filing: This Schedule 13G is being filed on behalf of (i) Mitchell P. Kopin, an individual ("Mr. Kopin"), (ii) Daniel B. Asher, an individual ("Mr. Asher") and (iii) Intracoastal Capital LLC, a Delaware limited liability company ("Intracoastal" and together with Mr. Kopin and Mr. Asher, collectively the "Reporting Persons").
(b)	Address or principal business office or, if none, residence: The principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483. The principal business office of Mr. Asher is 1011 Lake Street, Suite 311, Oak Park, Illinois 60301.
(c)	Citizenship: Mr. Kopin is a citizen of the United States of America. Mr. Asher is a citizen of the United States of America. Intracoastal is a Delaware limited liability company.
(d)	Title of class of securities: Class A Common Stock, par value $0.001 per share
(e)	CUSIP No.: 54303L203
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: (i) Immediately following the execution of the Securities Purchase Agreement with the Issuer on August 8, 2025 (the "SPA") (as disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on August 11, 2025), each of the Reporting Persons may have been deemed to have beneficial ownership of 1,519,928 shares of Common Stock, which consisted of (i) 1,176,472 shares of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA and (ii) 343,456 shares of Common Stock issuable upon exercise of a warrant to be issued to Intracoastal at the closing of the transaction contemplated by the SPA ("Intracoastal Warrant 1"), and all such shares of Common Stock represent beneficial ownership of approximately 9.99% of the Common Stock, based on (1) 13,694,570 shares of Common Stock outstanding as of August 8, 2025, as reported by the Issuer, plus (2) 1,176,472 shares of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA and (3) 343,456 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1. The foregoing excludes (I) 2,597,724 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1 because Intracoastal Warrant 1 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 1 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 9.99% of the Common Stock, (II) 212,766 shares of Common Stock issuable upon exercise of a warrant held by Intracoastal ("Intracoastal Warrant 2") because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock, (III) 175,532 shares of Common Stock issuable upon exercise of a second warrant held by Intracoastal ("Intracoastal Warrant 3") because Intracoastal Warrant 3 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 3 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock and (IV) 745,342 shares of Common Stock issuable upon exercise of a third warrant held by Intracoastal ("Intracoastal Warrant 4") because Intracoastal Warrant 4 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 4 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 5,251,292 shares of Common Stock. (ii) As of the close of business on August 15, 2025, each of the Reporting Persons may have been deemed to have beneficial ownership of 2,143,418 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1, and all such shares of Common Stock represent beneficial ownership of approximately 9.99% of the Common Stock, based on (1) 13,694,570 shares of Common Stock outstanding as of August 8, 2025, as reported by the Issuer, plus (2) 5,617,648 shares of Common Stock issued at the closing of the transaction contemplated by the SPA and (3) 2,143,418 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1. The foregoing excludes (I) 797,762 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1 because Intracoastal Warrant 1 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 1 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 9.99% of the Common Stock, (II) 212,766 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2 because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock, (III) 175,532 shares of Common Stock issuable upon exercise of Intracoastal Warrant 3 because Intracoastal Warrant 3 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 3 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock and (IV) 745,342 shares of Common Stock issuable upon exercise of Intracoastal Warrant 4 because Intracoastal Warrant 4 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 4 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 4,074,820 shares of Common Stock.
(b)	Percent of class: 9.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 2,143,418
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 2,143,418
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Mitchell P. Kopin

Signature:	/s/ Mitchell P. Kopin
Name/Title:	Mitchell P. Kopin
Date:	08/15/2025

Daniel B. Asher

Signature:	/s/ Daniel B. Asher
Name/Title:	Daniel B. Asher
Date:	08/15/2025

Intracoastal Capital LLC

Signature:	/s/ Mitchell P. Kopin
Name/Title:	Mitchell P. Kopin, Manager
Date:	08/15/2025

Exhibit Information

Exhibit 1 - Joint Filing Agreement