Longeveron Files 8-K with Bylaw Amendments & Exhibits

TL;DR

Longeveron filed an 8-K on 3/19/24 for bylaw changes and exhibits. No major financial news.

AI Summary

Longeveron Inc. filed an 8-K on March 19, 2024, reporting amendments to its articles of incorporation or bylaws, a Regulation FD disclosure, and financial statements/exhibits. The filing does not contain specific financial figures or details about the nature of the amendments or disclosures.

Why It Matters

This filing indicates potential changes in Longeveron's corporate governance or operational structure, which could impact its strategic direction and regulatory compliance.

Risk Assessment

Risk Level: low — The filing is procedural and does not disclose significant financial events or material adverse information.

Key Players & Entities

• Longeveron Inc. (company) — Registrant
• March 19, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.001 — hich registered Class A Common Stock, $0.001 par value per share LGVN The Nasdaq

Filing Documents

• ea0202009-8k_longeveron.htm (8-K) — 31KB
• ea020200901ex3-1a_longeveron.htm (EX-3.1(A)) — 14KB
• ea020200901ex99-1_longeveron.htm (EX-99.1) — 15KB
• ex99-1_001.jpg (GRAPHIC) — 12KB
• 0001213900-24-024003.txt ( ) — 260KB
• lgvn-20240319.xsd (EX-101.SCH) — 3KB
• lgvn-20240319_lab.xml (EX-101.LAB) — 33KB
• lgvn-20240319_pre.xml (EX-101.PRE) — 22KB
• ea0202009-8k_longeveron_htm.xml (XML) — 4KB

03 Amendments to Articles of Incorporation

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On February 21, 2024, the stockholders of Longeveron Inc. (the "Company") approved a proposal at a special meeting of stockholders (the "Special 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-five (1:5) and one-for-fifteen (1:15), without reducing the authorized number of shares of Common Stock. On March 19, 2024, the Company's Board of Directors approved a final reverse stock split ratio of one-for-ten (1:10). Following such approval, 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 March 26, 2024. As 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. The new CUSIP number for the Company's Class A common stock following the reverse stock split is 54303L 203 . The Company's Class A common stock will open for trading under the new CUSIP number on the Nasdaq Capital Market on March 27, 2024 on a split-adjusted basis under the current ticker symbol "LGVN." The description of the Amendment set forth above does not purport

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On March 19, 2024, 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. In 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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibits 3.1(a) Certificate of Amendment to Certificate of Incorporation of Longeveron Inc. (furnished herewith). 99.1 Press Release dated March 19, 2024 (furnished herewith). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 1 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: March 19, 2024 /s/ Lisa A. Locklear Name: Lisa A. Locklear Title: Chief Financial Officer 2

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View this 8-K filing on SEC EDGAR