Form 8-K

8-K — Longeveron Inc.

Accession: 0001213900-26-093028

Filed: 2026-08-24

Period: 2026-08-20

CIK: 0001721484

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0303097-8k_longeveron.htm (Primary)

EX-3.1 — CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF LONGEVERON INC., AS AMENDED (ea030309701ex3-1.htm)

EX-99.1 — PRESS RELEASE DATED AUGUST 24, 2026 (ea030309701ex99-1.htm)

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8-K — CURRENT REPORT

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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):

August 20, 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

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 5.03 Amendments to Articles of Incorporation

or Bylaws; Change in Fiscal Year.

July 1, 2026 the stockholders of Longeveron Inc. (the “Company”) approved a proposal at the Company’s annual meeting

of stockholders (the “Annual Meeting”) to amend the Company’s Certificate of Incorporation, as amended (the “Certificate

of Incorporation”), to effect a reverse stock split of the Company’s Class A common stock, par value $0.001 per share and

Class B common stock, par value $0.001 per share (collectively, the Company’s “Common Stock”), at a ratio between one-for-two

(1:2) and one-for-twenty (1:20), without reducing the authorized number of shares of Common Stock. On July 31, 2026, the Company’s

Board of Directors approved a final reverse stock split ratio of one-for-ten (1:10). Following such approval, on August 20, 2026, the

Company filed a certificate of amendment to the Certificate of Incorporation (the “Amendment”) with the Secretary of State

of the State of Delaware to effect the reverse stock split, with an effective time of 11:59 p.m., Eastern Time on August 26, 2026.

a result of the reverse stock split, every ten shares of the Company’s Common Stock, whether issued and outstanding or held by

the Company as treasury stock, will automatically be combined and converted (without any further act) into one share of fully paid

and nonassessable share of Common Stock. No fractional shares will be issued in connection with the reverse stock split. Each

fractional share of Common Stock that would otherwise be issued as a result of the reverse stock split will be rounded up to the

nearest whole share of Common Stock at the Depository Trust Company (“DTC”) participant level. The Company will not

round up fractional shares at the beneficial ownership level. Stockholders owning shares through a bank, broker, or other nominee

will have their positions automatically adjusted to reflect the reverse stock split, subject to brokers’ particular processes,

and will not be required to take any action in connection with the reverse stock split. No cash consideration will be paid to

stockholders in connection with the reverse stock split.

The

new CUSIP number for the Company’s Class A common stock following the reverse stock split is 54303L 302. The Company’s Class

A common stock will open for trading under the new CUSIP number on the Nasdaq Capital Market on August 27, 2026 on a split-adjusted basis

under the current ticker symbol “LGVN.”

The

description of the Amendment set forth above does not purport to be complete and is qualified in its entirety by the full text of the

Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

August 24, 2026, the Company issued a press release announcing the one-for-ten (1:10) reverse stock split. A copy of the press release

is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, which

is incorporated into this Item 7.01, is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for the purposes

of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference

in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as shall be expressly

set forth by reference in such a filing.

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 Number

Exhibits

3.1

Certificate of Amendment to Certificate of Incorporation of Longeveron Inc., as amended.

99.1

Press Release dated August 24, 2026 (furnished herewith).

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: August 24, 2026

/s/ Stephen Willard

Name:

Stephen Willard

Title:

Chief Executive Officer

EX-3.1 — CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF LONGEVERON INC., AS AMENDED

EX-3.1

Filename: ea030309701ex3-1.htm · Sequence: 2

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE CERTIFICATE OF INCORPORATION

LONGEVERON INC.

Longeveron Inc. (the “Corporation”),

a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”),

does hereby certify:

1. Pursuant

to Section 242 of the DGCL, this Certificate of Amendment to the Certificate of Incorporation (this “Certificate of Amendment”)

amends the provisions of the Certificate of Incorporation of the Corporation, as amended (the “Charter”).

2. This

Certificate of Amendment has been approved and duly adopted by the Corporation’s Board of Directors and stockholders in accordance

with the provisions of Section 242 of the DGCL.

3. Upon

this Certificate of Amendment becoming effective, the Charter is hereby amended as follows:

ARTICLE FOURTH of the Charter is hereby amended

by adding the following new paragraph D at the end of such article:

“D. 2026 REVERSE STOCK SPLIT

Upon this Certificate of Amendment to the Certificate

of Incorporation of the Corporation becoming effective pursuant to the DGCL (the “2026 Split Effective Time”), every ten (10)

shares of Class A Common Stock issued and outstanding or held by the Corporation as treasury shares as of the 2026 Split Effective

Time shall automatically, and without action on the part of the stockholders, be combined, reclassified and changed into one (1) validly

issued, fully paid and non-assessable share of Class A Common Stock and every ten (10) shares of Class B

Common Stock issued and outstanding or held by the Corporation as treasury shares as of the 2026 Split Effective Time shall automatically,

and without action on the part of the stockholders, be combined, reclassified and changed into one (1) validly issued, fully paid

and non-assessable share of Class B Common Stock, in all instances without effecting a change to the par value per share of

Class A Common Stock and Class B Common Stock, and subject to the treatment of fractional interests as described below (the “2026

Reverse Split”). Notwithstanding the immediately preceding sentence, no fractional shares will be issued in connection with the

combination effected by the preceding sentence. The Board of Directors shall make provision for the issuance of that number of fractions

of shares of Class A Common Stock or Class B Common Stock such that any fractional share of a holder otherwise resulting from

the 2026 Reverse Split shall be rounded up to the next whole number of shares of Class A Common Stock or Class B Common Stock,

as applicable. As of the 2026 Split Effective Time and thereafter, a certificate(s) representing shares of Class A Common Stock

or Class B Common Stock prior to the 2026 Reverse Split is deemed to represent the number of post-2026 Reverse Split shares

into which the pre-2026 Reverse Split shares were reclassified and combined. The 2026 Reverse Split shall also apply to any outstanding

securities or rights convertible into, or exchangeable or exercisable for, Class A Common Stock or Class B Common Stock, as

applicable, of the Corporation and all references to such Class A Common Stock or Class B Common Stock in agreements, arrangements,

documents and plans relating thereto or any option or right to purchase or acquire shares of Class A Common Stock or Class B

Common Stock shall be deemed to be references to the Class A Common Stock or Class B Common Stock or options or rights to purchase

or acquire shares of Class A Common Stock or Class B Common Stock, as the case may be, after giving effect to the 2026 Reverse

Split.”

4. This

Certificate of Amendment shall become effective at 11:59 p.m., Eastern Time, on August 26, 2026.

* _ * _ * _ *

IN WITNESS WHEREOF, the undersigned authorized

officer of the Corporation has executed this Certificate of Amendment to the Certificate of Incorporation as of August 20,

2026.

LONGEVERON INC.

By:

/s/ Stephen Willard

Name:

Stephen Willard

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE DATED AUGUST 24, 2026

EX-99.1

Filename: ea030309701ex99-1.htm · Sequence: 3

Exhibit 99.1

Longeveron Announces 1-for-10 Reverse Stock

Split

MIAMI, Fla., August 24, 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 that the Company will undertake a 1-for-10 reverse split of the Company’s Class A common

stock, par value $0.001 per share and Class B common stock, par value $0.001 per share (collectively, the “Common Stock”)

(the “2026 Reverse Split”). The 2026 Reverse Split was previously approved by the Company’s stockholders at the Company’s

annual meeting held on July 1, 2026 and the Company’s Board of Directors on July 31, 2026. The 2026 Reverse Split is expected to

become effective at 11:59 p.m. Eastern Time, on August 26, 2026, and the Company’s Class A common stock is expected to begin trading

on a split-adjusted basis on The Nasdaq Capital Market at the opening of trading on August 27, 2026 under a new CUSIP number 54303L 302

and the existing ticker symbol “LGVN.” The 2026 Reverse Split is intended to increase the per share trading price of the Company’s

Class A common stock to enable the Company to regain compliance with the $1.00 per share minimum bid price requirement for continued listing

on The Nasdaq Capital Market.

“Longeveron is approaching a series of potentially

transformative milestones across our four stem cell therapy development programs that have the potential to redefine the trajectory of

our business and we believe our share structure should better align with the opportunities we see ahead,” said Stephen Willard,

Chief Executive Officer at Longeveron. “This reverse split is a structural adjustment. It does not change our capital efficient

strategy, our operations, or the value of any stockholder’s position apart from adjustments for fractional shares. In addition to

supporting our compliance with Nasdaq’s continued listing requirements, we believe the 2026 Reverse Split more appropriately aligns

our stock with institutional investor preferences, potentially enabling a broader ownership base.”

The 2026 Reverse Split will automatically

convert every ten current shares of the Company’s Common Stock, whether issued and outstanding or held by the Company as

treasury stock, into one share of fully paid and nonassessable Common Stock. No fractional shares will be issued in connection with

the 2026 Reverse Split. In lieu thereof, any fractional shares resulting from the 2026 Reverse Split will be rounded up to the

nearest whole share at the Depository Trust Company (“DTC”) participant level. The Company will not round up fractional

shares at the beneficial ownership level. No cash consideration will be paid to stockholders in connection with the 2026 Reverse

Split.

The 2026 Reverse Split will reduce the aggregate

number of shares of outstanding Class A common stock from approximately 30,432,974 shares to approximately 3,043,298 shares, and the number

of shares of outstanding Class B common stock from approximately 1,449,005 shares to approximately 144,901 shares (based on outstanding

shares as of August 6, 2026). The total authorized number of shares and par value of shares will remain unchanged. The terms of all outstanding

warrants currently exercisable for shares of Class A common stock, and all equity awards granted under the Company’s equity plans,

including the per share exercise price of options and the number of shares issuable under such options, will be proportionally adjusted

to maintain their economic value, subject to adjustments for any fractional shares as described above. In addition, the total number of

shares of Common Stock that may be the subject of future grants under the Company’s equity plans, as well as any plan limits on

the size of such grants will be adjusted and proportionally decreased as a result of the 2026 Reverse Split.

Stockholders holding their shares electronically

in book-entry form are not required to take any action to receive post-2026 Reverse Split shares. Stockholders owning shares through a

bank, broker, or other nominee will have their positions automatically adjusted to reflect the 2026 Reverse Split, subject to brokers’

particular processes, and will not be required to take any action in connection with the 2026 Reverse Split. For those stockholders holding

physical stock certificates, the Company’s transfer agent, Colonial Stock Transfer Company, Inc., will send instructions for exchanging

those certificates for shares held electronically in book-entry form or for new certificates, in either case representing the post-2026

Reverse Split number of shares, including the impact of any rounding to the nearest whole number of shares in lieu of fractional shares,

if applicable.

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. 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. Longeveron is pursuing four pipeline indications: hypoplastic

left heart syndrome (HLHS), Alzheimer’s disease (AD), Pediatric Dilated Cardiomyopathy (DCM) and Aging-related Frailty. Laromestrocel

development programs have received five distinct and important U.S. 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 our expectations

regarding the effect of the 2026 Reverse Split and the continued listing of our Class A common stock on Nasdaq. 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. 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 ability of our clinical trials to demonstrate

safety and efficacy of our investigational products, 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 of our investigational products; receipt of trial results and other available evidence sufficient to support the Company filing

a BLA following the readout of top-line results of the ELPIS II data; 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 products, 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 products 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 products;

our ability to obtain and maintain regulatory approval of our investigational products in the U.S. and other jurisdictions; our plans

relating to the further development of our investigational products, 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 Contact:

Derek Cole

Investor Relations Advisory Solutions

derek.cole@iradvisory.com

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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

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- Definition

Local phone number for entity.

+ References

No definition available.

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- 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

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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

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- 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

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- 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

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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

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Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- 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

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