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 herew…

CFO — Nirav S. Jhaveri: The company hired an external candidate as CFO while the incumbent CFO transitioned to a lower-level internal role, representing a standard executive succession rather than a sudden loss of leadership.

Results of Operations and Financial Condition On August 12, 2026, Longeveron Inc. (the “Company”) issued a press release announcing its financial and operating results for the three and six months ended June 30, 2026, and certain other business updates and information. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein. The information provided under this Form 8-K (including Exhibit 99.1) shall not be deemed “…

Chief Executive Officer — Stephen Willard: The Revised Agreement updates compensation and benefits for Stephen Willard, the CEO.

The filing describes the issuance of equity awards to the Executive Chairman, which is a compensatory arrangement and not a management change.

Chief Financial Officer (CFO) — Lisa Locklear: Lisa Locklear is stepping down as CFO, but the company has appointed a successor.

Chief Financial Officer — Lisa Locklear: Ms. Lisa Locklear is stepping down as CFO, and her successor has not been finalized.

Results of Operations and Financial Condition On May 13, 2026, Longeveron Inc. (the “Company”) issued a press release announcing its financial and operating results for the three months ended March 31, 2026 and certain other business updates and information. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein. The information provided under this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for…

Other Events. On May 8, 2026, Longeveron Inc. (the Company) issued a press release announcing that a constructive Type C meeting with the U.S. Food and Drug Administration (FDA or Agency) was held in late March, with the FDA providing their meeting summary in late April, to discuss the ongoing development of laromestrocel (LOMECEL-B®), a proprietary, scalable, allogeneic, investigational cellular therapy currently being evaluated in a Phase 2b clinical trial (ELPIS II) for hypoplastic left he…

The company restored executive compensation following a successful financing and granted RSUs as a reward for their efforts.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously announced, on September 22, 2025, Longeveron Inc. (the “Company”) received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market (“Nasdaq”) advising that the Company was not in compliance with the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement…

Other Events. On March 23, 2026, Longeveron Inc. (the “Company”) cancelled its special meeting of stockholders scheduled to be held in 2026 (the “Special Meeting”). The Company currently intends for the “Reverse Stock Split” proposal set forth in the preliminary proxy statement relating to the Special Meeting, which was filed with the U.S. Securities and Exchange Commission on March 3, 2026, to instead be presented at the Company’s next regularly scheduled annual meeting of stockholders to th…

Entry into a Material Definitive Agreement. Securities Purchase Agreement On March 10, 2026, Longeveron Inc., a Delaware corporation (the “Company”), entered into a Purchase Agreement (the “Purchase Agreement”) with certain institutional and accredited investors (each, an “Investor” and collectively, the “Investors”), pursuant to which the Company agreed to issue and sell shares of the Company’s Class A common stock, par value $0.001 per share (the “Common Stock”) and, shares of the Company’s…

Other Events. On March 10, 2026, the Company issued a press release announcing the pricing of the Private Placement. On March 11, 2026, the Company issued a press release announcing the Initial Closing of the Private Placement. Copies of the press releases are attached as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference. 5 Cautionary Note Regarding Forward-Looking Statements This Current Report on Form 8-K and certain of the materials filed herewith contain forwa…

Unregistered Sales of Equity Securities The matters described in

Director — Mr. Richard Kender: Mr. Kender resigned from the Board of Directors due to his new role at Seres Therapeutics.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On March 4, 2026 Longeveron Inc. (the “Company”) notified Nasdaq that, as a result of the resignation of Mr. Richard Kender as a member of the Board of Directors (the “Board”) of the Company and as chairman of the Audit Committee and the audit committee financial expert, as described below, the Company temporarily was no longer in compliance with Nasdaq Listing Rule 5605(c)(2)(A), which require…

Interim Chief Executive Officer — Than Powell: Than Powell resigned as Interim CEO but will remain in a business development role.

Director — Mr. Khoso Baluch and Ms. Neha Motwani: The resignations of the directors were not due to any disagreement with the Company.

Results of Operations and Financial Condition On November 4, 2025, Longeveron Inc. (the “Company”) issued a press release announcing its financial and operating results for the three and nine months ended September 30, 2025 and certain other business updates and information. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein. The information provided under this Form 8-K (including Exhibit 99.1) shall not be de…

Class I director — Dr. George Paletta: Dr. George Paletta was appointed as a Class I director.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On September 22, 2025, Longeveron Inc. (the “Company”) received a notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) that the Company’s Class A common stock (“Common Stock”) did not meet the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price…

Entry into a Material Definitive Agreement. On September 19, 2025, Longeveron Inc., a Delaware corporation (the “Company”), entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”) providing for the sale and issuance by the Company of shares of its Class A common stock, par value $0.001 per share (the “Common Stock”) from time to time, through or to Wainwright as the Company’s sales agent or principal in an “at the market offering”…

Chief Executive Officer — Wa'el Hashad: Mr. Hashad stepped down to pursue other opportunities.

Results of Operations and Financial Condition On August 13, 2025, Longeveron Inc. (the “Company”) issued a press release announcing its financial and operating results for the three and six months ended June 30, 2025 and certain other business updates and information. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein. The information provided under this Form 8-K (including Exhibit 99.1) shall not be deemed “f…