8-K - Longeveron Inc. | StockGist

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Longeveron Inc. completed the initial closing of a private placement, issuing 6,013,384 shares of Class A common stock at $0.52 per share and 11,873.04 shares of Series A Non-Voting Convertible Preferred Stock convertible into 22,832,770 common shares for aggregate gross proceeds of approximately $15.9 million before fees. The financing extends cash runway into Q4 2026 past anticipated Phase 2b HLHS trial topline data, with potential $15 million second closing upon clinical and price milestones.

Key Takeaways

1Issued 6,013,384 common shares at $0.52/share and 11,873.04 Series A Preferred Shares (stated value $1,000/share, convertible at $0.52 into 22,832,770 common shares) on March 11, 2026 Initial Closing.

2Gross proceeds from Initial Closing: ~$15.9 million before placement agent fees.

3Placement Agent H.C. Wainwright received 7% cash fee, 1% management fee, expense reimbursement, and warrants for 2,019,231 common shares at $0.65/share (125% of $0.52 Share Price), 5-year term.

4Potential Second Closing for ~$15 million upon Phase 2b HLHS Milestone (statistical significance) and Price Threshold ($1.85 VWAP over 10 days with 25M volume in 30-day Measurement Period).

5Filed Certificate of Designation on March 10, 2026 authorizing 26,975 Series A Preferred shares; Preferred non-voting, immediate conversion, 4.99% beneficial ownership cap (up to 9.99%).

6Post-Initial Closing: 29,281,138 common shares outstanding; pro forma 54,133,139 assuming full Preferred conversion and Placement Agent warrant exercise.

790-day lock-up on new issuances; additional 90-day ATM restriction below $0.80/share; cash runway into Q4 2026 excluding Second Closing.

Current Report Details

Event Type

Material Agreement+4 More

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

of this Current Report on Form 8-K. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On March 10, 2026, the Company filed a C

Material Agreement

$1.0K

Source Document

3.02

Unregistered Sales of Equity Securities The matters described in Item 1.01 of this Current Report on Form 8-K related to the Private Placement are incorporated

Securities Issuance

5.03

of this Current Report on Form 8-K for further information regarding the Series A Preferred Stock and the Certificate of Designation. Pursuant to the Purchase A

Charter Amendment

$15.0M$1.85

8.01

. 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 p

Other Event

9.01

. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Designation of Preferences, Rights and Limitations of Series A Non

Exhibits Only

Source Document

Transaction Details

Material Agreement

Agreement: Securities Purchase Agreement
Parties: Longeveron Inc., institutional and accredited investors

•Initial Closing: $15.9M gross proceeds for 6M common shares at $0.52 and 11,873 Series A Preferred convertible at $0.52
•Second Closing: ~$15M upon HLHS Phase 2b Milestone and $1.85 Price Threshold
•90-day issuance lock-up requiring majority Investor consent
•Additional 90-day ATM restriction below $0.80/share
•50% interest in potential FDA Rare Pediatric Disease Priority Review Voucher proceeds

Debt / Financing

Instrument: Placement Agent Warrants

Exhibits (7)

10.1

FORM OF PURCHASE AGREEMENT, DATED MARCH 10, 2026, BY AND BETWEEN THE COMPANY AND EACH INVESTOR IDENTIFIED ON EXHIBIT A THERETO

10.2

FORM OF REGISTRATION RIGHTS AGREEMENT

3.1

CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A NON-VOTING CONVERTIBLE PREFERRED STOCK

4.1

FORM OF PLACEMENT AGENT WARRANT

8-K

CURRENT REPORT

99.1

PRESS RELEASE ISSUED BY THE COMPANY ON MARCH 10, 2026

99.2

PRESS RELEASE ISSUED BY THE COMPANY ON MARCH 11, 2026