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 2324, 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

3313

(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 8 3.01. ~~Other~~Notice ~~Events~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

OnAs previously ~~March~~announced, 23on September 22, ~~2026~~2025, Longeveron Inc. (the “Company”) ~~cancelled~~ ~~its~~received ~~special~~a ~~meeting~~letter offrom ~~stockholders~~the ~~scheduled~~Listing toQualifications Staff beof ~~held~~The inNasdaq ~~2026~~Stock ~~(the~~Market (“~~Special Meeting~~Nasdaq”). ~~The~~advising that the Company ~~currently~~was not in compliance with the $1.00 minimum bid price ~~intends~~requirement for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “~~Reverse~~Minimum ~~Stock~~Bid ~~Split~~Price Requirement”) ~~proposal~~as ~~set~~a ~~forth~~result inof the ~~preliminary~~closing ~~proxy~~bid ~~statement~~price ~~relating~~of to the ~~Special~~Company’s ~~Meeting, which~~Class ~~was~~A ~~filed~~common ~~with~~stock ~~the~~(“Common ~~U.S.~~Stock”) ~~Securities~~having been ~~and~~below ~~Exchange~~$1.00 ~~Commission~~for onthirty ~~March~~consecutive 3,business ~~2026,~~days. toIn ~~instead~~accordance bewith ~~presented~~Nasdaq atListing Rule 5810(c)(3)(A), the Company’s ~~next~~was granted ~~regularly~~a ~~scheduled~~period ~~annual~~of ~~meeting~~180 ofcalendar ~~stockholders~~days tofrom the ~~extent~~notification ~~the~~date, ~~Company~~or ~~determines~~until ~~that~~March it23, is2026, ~~necessary~~to orregain ~~advisable~~compliance towith dothe soMinimum Bid Price Requirement.

~~Cautionary~~On March ~~Note~~24, ~~Regarding~~2026, ~~Forward~~the Company received a written notice from Nasdaq (the “March Notice”) granting an additional 180 days, or until September 21, 2026, to regain compliance with the Minimum Bid Price Requirement. If at any time before September 21, 2026, the closing bid price of the Company’s Common Stock is at least $1.00 per share for a minimum of ten consecutive business days, unless Nasdaq exercises its discretion to extend this ten-~~Looking~~day period, Nasdaq will provide written confirmation stating that the Company has ~~Statements~~achieved compliance with the Minimum Bid Price Requirement.

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~~March inNotice ~~this~~has ~~Current~~no ~~Report~~immediate oneffect ~~Form 8-K are made~~ on the ~~basis~~continued oflisting ~~the~~status ~~views and assumptions~~ of ~~management regarding future events and business performance as of~~ the ~~date~~Company’s ~~this~~Common ~~Current~~Stock ~~Report~~ on ~~Form~~The ~~8-K~~Nasdaq isCapital ~~filed with the SEC. We have based these forward-looking statements largely on our current expectations and projections about our business~~Market, ~~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~~Company’s ~~statements~~listing ~~contained~~remains infully ~~this Current Report on Form 8-K or the materials furnished or filed herewith~~effective.

~~These forward-looking statements are made as of~~The ~~the~~Company ~~date~~intends ~~of this Current Report on Form 8-K and are subject~~ to amonitor ~~number of risks, uncertainties and assumptions described in greater detail in~~ the ~~Company’s~~closing ~~Annual~~bid ~~Report~~price onof ~~Form~~its ~~10-K~~Common ~~for~~Stock ~~the year ended December 31, 2025, filed with the Securities~~ and ~~Exchange~~assess ~~Commission on March 17, 2026,~~ its ~~Quarterly~~available ~~Reports~~options onin ~~Form~~order ~~10-Q,~~to ~~and~~regain ~~other~~compliance ~~filings~~ with ~~the Securities and Exchange Commission. In addition, any~~ ~~forward-looking statements represent~~ the ~~Company’s~~Minimum ~~views~~Bid ~~only~~Price asRequirement ~~of today~~ and ~~should~~continue ~~not~~listing beon ~~relied~~The ~~upon~~Nasdaq asCapital ~~representing its views as of any subsequent date. These statements are inherently uncertain~~Market, ~~and~~including ~~the~~by ~~Company~~effecting ~~disclaims~~a ~~any~~reverse ~~intention~~stock ~~or obligation~~split, ~~other than~~if ~~imposed~~necessary. byThere ~~law,~~can tobe ~~update~~no orassurance ~~revise~~that ~~any~~the ~~forward-looking~~Company ~~statements,~~will ~~whether~~regain ascompliance awith ~~result~~the ofMinimum ~~new~~Bid ~~information,~~Price ~~future,~~Requirement ~~events~~ or will otherwise ~~occurring~~be ~~after~~in ~~the~~compliance ~~date~~with ~~this~~the ~~Current~~other ~~Report~~Nasdaq onlisting ~~Form 8-K is filed~~requirements.

1Cautionary Note Regarding Forward-Looking Statements

~~SIGNATURE~~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 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.

~~Pursuant~~These forward-looking tostatements are made as of the ~~requirements~~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 Securities and Exchange Commission on March 17, 2026, its Quarterly Reports on Form 10-Q, and other filings with the Securities and Exchange ~~Act~~Commission. ofIn ~~1934~~addition, any forward-looking statements represent the ~~registrant~~Company’s ~~has~~views ~~duly~~only ~~caused~~as ~~this~~of ~~report~~today toand should not be ~~signed~~relied onupon as representing its ~~behalf~~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 ~~undersigned~~date ~~hereunto~~this ~~duly~~Current ~~authorized~~Report on Form 8-K is filed.

	LONGEVERON INC.
Date: March 24, 2026	/s/ Stephen H. Willard
	Name:	Stephen H. Willard
	Title:	Chief Executive Officer

2SIGNATURE

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: March 25, 2026	/s/ Lisa A. Locklear
	Name:	Lisa A. Locklear
	Title:	Chief Financial Officer

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