Form 8-K
8-K — Longeveron Inc.
Accession: 0001213900-26-042565
Filed: 2026-04-10
Period: 2026-03-25
CIK: 0001721484
SIC: 2834 (PHARMACEUTICAL PREPARATIONS)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Financial Statements and Exhibits
Documents
8-K — ea0285933-8k_longeveron.htm (Primary)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K — CURRENT REPORT
8-K (Primary)
Filename: ea0285933-8k_longeveron.htm · Sequence: 1
false
0001721484
0001721484
2026-03-25
2026-03-25
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 25, 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)
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 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) As
previously disclosed, in connection with the ongoing review of its cash runway and cost structure, and following Board approval, Longeveron
Inc. (the “Company”) implemented a temporary reduction in the compensation or fees payable, as applicable, of its executive
officers and Board of Directors (the “Board”), effective on or about February 16, 2026, at rates ranging from 25% to 50%.
The Company further indicated that it intended to restore compensation and fees to the amounts in effect immediately prior to such reductions
at such time as the Company secured sufficient financing or other sources of capital.
Following the closing
of the Company’s financing transaction, as reported on a Current Report on Form 8-K on March 12, 2026, and its good-faith determination
of its financial ability to do so, the Company repaid the members of its executive leadership team an amount equal to the difference between
such executive’s base salary or fee structure in effect immediately prior to the reduction and the reduced salary or fees paid during
the applicable reduction period. The Company undertook the same determination with respect to Board fees.
Further, in consideration
of the executives’ continued service and efforts put forth into a successful financing, the Compensation Committee of the Board
approved a grant to each executive, other than its Executive Chairman, of 250,000 restricted stock units (RSUs) (500,000 for the Company’s
Chief Executive Officer). These RSU awards, to be granted May 1, 2026, shall be subject to quarterly vesting over a three-year period
commencing July 1, 2026, and otherwise in accordance with the terms of the Company’s Third Amended and Restated 2021 Incentive Award
Plan.
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. Forward-looking statements are generally
identifiable by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,”
“estimate,” “expect,” “intend,” “looks to,” “may,” “on condition,”
“plan,” “potential,” “predict,” “preliminary,” “project,” “see,”
“should,” “target,” “will,” “would” or the negative of these terms or other similar expressions,
although not all forward-looking statements contain these words, or by discussion of strategy or goals or other future events, circumstances
or effects. 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 items include, but are not limited to, the grant of certain equity awards; market and other conditions, our cash position and need
to raise additional capital, 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 accuracy of estimates regarding the period for which our existing
cash and cash equivalents will be sufficient to fund our future operating expenses and capital expenditure requirements; the ability of
our clinical trials to demonstrate safety and efficacy of our investigational product candidates, and other positive results; the timing
and focus of our ongoing and future preclinical studies and clinical trials, and the reporting of data from those studies and trials;
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.
1
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, 2024, filed with the Securities
and Exchange Commission on February 28, 2025, 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.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
2
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: April 10, 2026
/s/ Lisa A. Locklear
Name:
Lisa A. Locklear
Title:
Chief Financial Officer
3
XML — IDEA: XBRL DOCUMENT
XML
Filename: R1.htm · Sequence: 6
v3.26.1
Cover
Mar. 25, 2026
Cover [Abstract]
Document Type
8-K
Amendment Flag
false
Document Period End Date
Mar. 25, 2026
Entity File Number
001-40060
Entity Registrant Name
Longeveron Inc.
Entity Central Index Key
0001721484
Entity Tax Identification Number
47-2174146
Entity Incorporation, State or Country Code
DE
Entity Address, Address Line One
1951 NW 7th Avenue
Entity Address, Address Line Two
Suite 520
Entity Address, City or Town
Miami
Entity Address, State or Province
FL
Entity Address, Postal Zip Code
33136
City Area Code
305
Local Phone Number
909-0840
Written Communications
false
Soliciting Material
false
Pre-commencement Tender Offer
false
Pre-commencement Issuer Tender Offer
false
Title of 12(b) Security
Class A Common Stock, $0.001 par value per share
Trading Symbol
LGVN
Security Exchange Name
NASDAQ
Entity Emerging Growth Company
true
Elected Not To Use the Extended Transition Period
false
X
- Definition
Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
No definition available.
+ Details
Name:
dei_AmendmentFlag
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Area code of city
+ References
No definition available.
+ Details
Name:
dei_CityAreaCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Cover page.
+ References
No definition available.
+ Details
Name:
dei_CoverAbstract
Namespace Prefix:
dei_
Data Type:
xbrli:stringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
No definition available.
+ Details
Name:
dei_DocumentPeriodEndDate
Namespace Prefix:
dei_
Data Type:
xbrli:dateItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
No definition available.
+ Details
Name:
dei_DocumentType
Namespace Prefix:
dei_
Data Type:
dei:submissionTypeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 1 such as Attn, Building Name, Street Name
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine1
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 2 such as Street or Suite number
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine2
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the City or Town
+ References
No definition available.
+ Details
Name:
dei_EntityAddressCityOrTown
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Code for the postal or zip code
+ References
No definition available.
+ Details
Name:
dei_EntityAddressPostalZipCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the state or province.
+ References
No definition available.
+ Details
Name:
dei_EntityAddressStateOrProvince
Namespace Prefix:
dei_
Data Type:
dei:stateOrProvinceItemType
Balance Type:
na
Period Type:
duration
X
- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityCentralIndexKey
Namespace Prefix:
dei_
Data Type:
dei:centralIndexKeyItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if registrant meets the emerging growth company criteria.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityEmergingGrowthCompany
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 7A
-Section B
-Subsection 2
+ Details
Name:
dei_EntityExTransitionPeriod
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
Namespace Prefix:
dei_
Data Type:
dei:fileNumberItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
dei:edgarStateCountryItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
Name:
dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
dei:securityTitleItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration