Business Context and Reporting Period
This Form 8-K Current Report is filed by Longeveron Inc. on August 20, 2026. The filing primarily addresses corporate governance actions regarding the Company's capital structure, specifically the implementation of a reverse stock split approved by stockholders on July 1, 2026, and finalized by the Board of Directors on July 31, 2026.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on the mechanics of a capital structure adjustment.
Material Changes
- Reverse Stock Split: The Company executed a 1-for-10 reverse stock split of its Class A and Class B common stock.
- Effective Date: The split became effective at 11:59 p.m. Eastern Time on August 26, 2026.
- Share Conversion: Every ten shares of Common Stock were automatically combined into one fully paid and nonassessable share.
- Fractional Shares: No fractional shares were issued; fractional entitlements were rounded up to the nearest whole share at the Depository Trust Company (DTC) participant level.
- Trading Details: Trading resumed on the Nasdaq Capital Market on August 27, 2026, under the existing ticker symbol LGVN but with a new CUSIP number: 54303L 302.
Guidance, Outlook, and Risks
The filing includes a standard cautionary note regarding forward-looking statements, indicating that actual results may differ materially from expectations due to various risks and uncertainties. These risks are detailed in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, and subsequent Quarterly Reports. No specific operational guidance or new risk factors unique to this event were disclosed beyond the standard legal disclaimers.
Investor Verification Checklist
- Verify the new CUSIP number (54303L 302) for Class A common stock in brokerage accounts.
- Confirm that shareholdings have been adjusted on a 1-for-10 basis as of the August 26, 2026 effective date.
- Review the treatment of fractional shares, noting that rounding up occurs at the DTC participant level, not the beneficial ownership level.
- Check for any subsequent filings regarding the impact of the split on authorized share counts or outstanding share totals.