LGVN / Longeveron Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Longeveron Inc.

Mga Batayang Estadistika
CIK 1721484
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Longeveron Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
September 3, 2025 8-K

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): August 27, 2025 Longeveron Inc. (

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): August 27, 2025 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File Nu

September 3, 2025 EX-99.1

Longeveron® Announces Key Leadership Updates

Exhibit 99.1 Longeveron® Announces Key Leadership Updates ● Than Powell, Chief Business Officer and head of business development, appointed Interim CEO ● Dr. Joshua Hare, co-founder and chief science officer, appointed Executive Chairman of the Board of Directors ● Wa’el Hashad to step down as CEO and Board member ● National search to occur for permanent CEO MIAMI, September 3, 2025 - Longeveron I

August 13, 2025 8-K

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): August 13, 2025 Longeveron Inc. (

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): August 13, 2025 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or Other Jurisdiction of Incorporation) (Commission File Nu

August 13, 2025 EX-99.1

Longeveron® Announces Second Quarter 2025 Financial Results and Provides Business Update

Exhibit 99.1 Longeveron® Announces Second Quarter 2025 Financial Results and Provides Business Update ● Full enrollment achieved for pivotal Phase 2b clinical trial (ELPIS II) evaluating laromestrocel as a potential adjunct treatment for HLHS, a rare pediatric disease and orphan-designated indication ● ELPIS II top-line trial results are anticipated in the third quarter of 2026, after the final fo

August 13, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-40060 Longeveron Inc. (Ex

August 11, 2025 EX-4.2

Form of Common Warrant

Exhibit 4.2 CLASS A COMMON STOCK PURCHASE WARRANT LONGEVERON INC. Warrant Shares: Issue Date: August 11, 2025 Initial Exercise Date: August 11, 2025 THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time o

August 11, 2025 8-K

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): August 8, 2025 Longeveron Inc. (E

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): August 8, 2025 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or Other Jurisdiction of Incorporation) (Commission File Num

August 11, 2025 EX-4.3

Form of Placement Agent Warrant

Exhibit 4.3 PLACEMENT AGENT CLASS A COMMON STOCK PURCHASE WARRANT LONGEVERON INC. Warrant Shares: Issue Date: August 11, 2025 Initial Exercise Date: August 11, 2025 THIS PLACEMENT AGENT CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions here

August 11, 2025 EX-99.1

Longeveron Announces Up To $17.5 Million Public Offering $5.0 million upfront with up to an additional $12.5 million of potential aggregate gross proceeds upon the exercise in full of short-term warrants

Exhibit 99.1 Longeveron Announces Up To $17.5 Million Public Offering $5.0 million upfront with up to an additional $12.5 million of potential aggregate gross proceeds upon the exercise in full of short-term warrants MIAMI, August 8, 2025 (GLOBE NEWSWIRE) - Longeveron Inc. (NASDAQ: LGVN) (“Longeveron” or “Company”), a clinical stage regenerative medicine biotechnology company developing cellular t

August 11, 2025 EX-10.1

Form of Securities Purchase Agreement, dated August 8, 2025, by and between the Company and the purchasers party thereto*

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 8, 2025, between LONGEVERON INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set for

August 11, 2025 EX-4.1

Form of Pre-Funded Warrant

Exhibit 4.1 PRE-FUNDED CLASS A COMMON STOCK PURCHASE WARRANT Longeveron Inc. Warrant Shares: Issue Date: August 11, 2025 Initial Exercise Date: August 11, 2025 THIS PRE-FUNDED CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter se

August 11, 2025 424B4

Longeveron Inc. 5,617,648 Shares of Class A common stock 14,705,885 Class A Common Warrants to Purchase 14,705,885 Shares of Class A common stock 264,706 Pre-Funded Warrants to Purchase 264,706 Shares of Class A common stock 411,765 Placement Agent W

PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-289210 Longeveron Inc. 5,617,648 Shares of Class A common stock 14,705,885 Class A Common Warrants to Purchase 14,705,885 Shares of Class A common stock 264,706 Pre-Funded Warrants to Purchase 264,706 Shares of Class A common stock 411,765 Placement Agent Warrants to Purchase 411,765 Shares of Class A common stock 15,382,356 Shares o

August 11, 2025 EX-99.2

Longeveron Announces Closing Of Up To $17.5 Million Public Offering $5.0 million upfront with up to an additional $12.5 million of potential aggregate gross proceeds upon the exercise in full of short-term warrants

Exhibit 99.2 Longeveron Announces Closing Of Up To $17.5 Million Public Offering $5.0 million upfront with up to an additional $12.5 million of potential aggregate gross proceeds upon the exercise in full of short-term warrants MIAMI, August 11, 2025 (GLOBE NEWSWIRE) - Longeveron Inc. (NASDAQ: LGVN) (“Longeveron” or “Company”), a clinical stage regenerative medicine biotechnology company developin

August 8, 2025 EX-4.22

Form of Placement Agent Warrant

Exhibit 4.22 PLACEMENT AGENT CLASS A COMMON STOCK PURCHASE WARRANT LONGEVERON INC. Warrant Shares: Issue Date: [ ], 2025 Initial Exercise Date: [ ], 2025 THIS PLACEMENT AGENT CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set

August 8, 2025 EX-FILING FEES

Filing Fee Table

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 Longeveron Inc. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Class A Common Stock,

August 8, 2025 EX-4.20

Form of Class A common warrant

Exhibit 4.20 CLASS A COMMON STOCK PURCHASE WARRANT LONGEVERON INC. Warrant Shares: Issue Date: [ ], 2025 Initial Exercise Date: [ ], 2025 THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

August 8, 2025 EX-4.21

Form of Pre-Funded Warrant

Exhibit 4.21 PRE-FUNDED CLASS A COMMON STOCK PURCHASE WARRANT Longeveron Inc. Warrant Shares: Issue Date: [ ], 2025 Initial Exercise Date: [ ], 2025 THIS PRE-FUNDED CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at

August 8, 2025 S-1/A

As filed with the Securities and Exchange Commission on August 8, 2025

As filed with the Securities and Exchange Commission on August 8, 2025 Registration No.

August 8, 2025 EX-10.19

Form of Securities Purchase Agreement

Exhibit 10.19 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2025, between LONGEVERON INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in t

August 4, 2025 S-1

As filed with the Securities and Exchange Commission on August 4, 2025

As filed with the Securities and Exchange Commission on August 4, 2025 Registration No.

August 4, 2025 EX-4.21

Form of Series B Class A common warrant

Exhibit 4.21 SERIES B CLASS A COMMON STOCK PURCHASE WARRANT LONGEVERON INC. Warrant Shares: Issue Date: [ ], 2025 Initial Exercise Date: [ ], 2025 THIS SERIES B CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any

August 4, 2025 EX-10.19

Form of Securities Purchase Agreement

Exhibit 10.19 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2025, between LONGEVERON INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in t

August 4, 2025 EX-4.20

Form of Series A Class A common warrant

Exhibit 4.20 SERIES A CLASS A COMMON STOCK PURCHASE WARRANT LONGEVERON INC. Warrant Shares: Issue Date: [ ], 2025 Initial Exercise Date: [ ], 2025 THIS SERIES A CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any

August 4, 2025 EX-FILING FEES

Filing Fee Table

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 Longeveron Inc. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Class A Common Stock,

August 4, 2025 EX-4.23

Form of Placement Agent Warrant

Exhibit 4.23 PLACEMENT AGENT CLASS A COMMON STOCK PURCHASE WARRANT LONGEVERON INC. Warrant Shares: Issue Date: [ ], 2025 Initial Exercise Date: [ ], 2025 THIS PLACEMENT AGENT CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set

August 4, 2025 EX-4.22

Form of Pre-Funded Warrant

Exhibit 4.22 PRE-FUNDED CLASS A COMMON STOCK PURCHASE WARRANT Longeveron Inc. Warrant Shares: Issue Date: [ ], 2025 Initial Exercise Date: [ ], 2025 THIS PRE-FUNDED CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at

July 21, 2025 DRS

As confidentially submitted to the Securities and Exchange Commission on July 21, 2025. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential

As confidentially submitted to the Securities and Exchange Commission on July 21, 2025.

July 9, 2025 EX-99.1

Longeveron® Announces U.S. FDA Approval of IND Application for a Phase 2 Pivotal Registration Study Evaluating Laromestrocel as a Treatment of Pediatric Dilated Cardiomyopathy (DCM)

Exhibit 99.1 Longeveron® Announces U.S. FDA Approval of IND Application for a Phase 2 Pivotal Registration Study Evaluating Laromestrocel as a Treatment of Pediatric Dilated Cardiomyopathy (DCM) ● Accepted IND application allows for development program to move directly to a Phase 2 pivotal registration clinical trial ● Phase 2 clinical trial initiation anticipated in first half of 2026 ● Pediatric

July 9, 2025 8-K

Financial Statements and Exhibits, Other Events

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): July 8, 2025 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

June 20, 2025 EX-99.1

Third Amended and Restated Longeveron Inc. 2021 Incentive Award Plan, incorporated by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 Filed June 20, 2025

Exhibit 99.1 APPENDIX A THIRD AMENDED AND RESTATED LONGEVERON INC. 2021 INCENTIVE AWARD PLAN Article I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in A

June 20, 2025 S-8

As filed with the Securities and Exchange Commission on June 20, 2025

As filed with the Securities and Exchange Commission on June 20, 2025 Registration No.

June 20, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Longeveron Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1)(2) Proposed Maximum Offering Price Per Share (3) Maximum Aggregate Offering Price (3) Fee Rate Amount of Registration Fee Equity Class A Common Stock

June 16, 2025 8-K

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): June 13, 2025 Longeveron Inc. (Ex

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): June 13, 2025 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or Other Jurisdiction of Incorporation) (Commission File Numb

May 8, 2025 EX-99.1

Longeveron® Announces First Quarter 2025 Financial Results and Provides Business Update

Exhibit 99.1 Longeveron® Announces First Quarter 2025 Financial Results and Provides Business Update ● Pivotal Phase 2b clinical trial (ELPIS II) evaluating laromestrocel in HLHS, a rare pediatric disease and orphan-designated indication, has reached approximately 95% enrollment and is expected to complete enrollment in the second quarter of 2025 ● Laromestrocel Biological License Application (BLA

May 8, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-40060 Longeveron Inc. (E

May 8, 2025 8-K

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): May 8, 2025 Longeveron Inc. (Exac

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): May 8, 2025 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

May 1, 2025 8-K

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): April 24, 2025 Longeveron Inc. (E

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): April 24, 2025 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File Num

April 28, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

April 28, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

April 2, 2025 CORRESP

LONGEVERON INC. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136

LONGEVERON INC. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136 April 2, 2025 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance, Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Jason Drory Re: Longeveron Inc. Registration Statement on Form S-3 Filed March 28, 2025 File No. 333-286217 Request for Acceleration of E

March 28, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Longeveron Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carryforward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry For

March 28, 2025 S-3

As filed with the Securities and Exchange Commission on March 28, 2025.

As filed with the Securities and Exchange Commission on March 28, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 47-2174146 (State or other jurisdiction of incorporation or organization) (I.R.S. employe

March 14, 2025 EX-16.1

Letter to Securities and Exchange Commission from Marcum LLP dated March 14, 2025

Exhibit 16.1 March 14, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Longeveron Inc. under Item 4.01 of its Form 8-K to be filed on March 14, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Longeveron Inc. contained the

March 14, 2025 8-K

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

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 13, 2025 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File Num

February 28, 2025 8-K

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): December 31, 2024 Longeveron Inc.

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): December 31, 2024 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or Other Jurisdiction of Incorporation) (Commission File

February 28, 2025 EX-99.1

Longeveron® Announces Full-Year 2024 Financial Results and Provides Business Update

Exhibit 99.1 Longeveron® Announces Full-Year 2024 Financial Results and Provides Business Update ● Pivotal Phase 2b clinical trial (ELPIS II) evaluating Lomecel-BTM (laromestrocel) in Hypoplastic Left Heart Syndrome (HLHS), a rare pediatric disease and orphan-designated indication, has achieved more than 90% enrollment and is expected to complete enrollment in the second quarter of 2025 ● Lomecel-

February 28, 2025 EX-19.1

Longeveron Inc. Statement of Policy on Insider Trading, filed herewith

EXHIBIT 19.1 Statement Of Policy On Insider Trading Introduction It is the policy of Longeveron Inc. (collectively any present or future subsidiaries, the “Company”) that its employees, consultants and members of its Board of Directors (“Company Personnel”) comply fully with the insider trading securities laws and regulations of the United States. Company Personnel must maintain a basic familiarit

February 28, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40060 LONGEVERON INC

February 28, 2025 EX-10.25

Employment Agreement between Longeveron Inc. and Wa'el Hashad, dated February 21, 2023, as amended January 17, 2025, filed herewith.

EXHIBIT 10.25 February 21, 2023, as amended January 17, 2025 Dear Wa’el: This letter agreement (this “Agreement”) sets forth the terms and conditions of your employment with Longeveron Inc. (the “Company”), which shall be effective as of March 1, 2023 (the “Effective Date”). This Agreement will govern your employment with the Company following the Effective Date on the following terms and conditio

January 30, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): January 27, 2025 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File N

November 14, 2024 SC 13G/A

LGVN / Longeveron Inc. / ARMISTICE CAPITAL, LLC Passive Investment

SC 13G/A 1 armistice-lgvn093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Longeveron Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 54303L203 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

November 12, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-40060 Longeveron Inc

November 12, 2024 EX-99.1

Longeveron® Announces Third Quarter 2024 Financial Results and Provides Business Update

Exhibit 99.1 Longeveron® Announces Third Quarter 2024 Financial Results and Provides Business Update ● Phase 2b clinical trial (ELPIS II) evaluating Lomecel-BTM in rare pediatric disease HLHS has achieved more than 80% enrollment ● Positive Type C meeting with U.S. FDA confirmed ELPIS II is pivotal and, if positive, acceptable for Biological License Application (BLA) submission for full traditiona

November 12, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 12, 2024 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or Other Jurisdiction of Incorporation) (Commission File

August 14, 2024 EX-99.1

Longeveron Announces Second Quarter 2024 Financial Results and Provides Business Update

Exhibit 99.1 Longeveron Announces Second Quarter 2024 Financial Results and Provides Business Update ● Positive data from the Phase 2a clinical trial (CLEAR MIND ) evaluating Lomecel-BTM in Alzheimer’s disease presented in Featured Research Oral Presentation at Alzheimer’s Association International Conference® (AAIC) ● U.S. FDA granted Lomecel-B™ both Regenerative Medicine Advanced Therapy (RMAT)

August 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-40060 Longeveron Inc. (Ex

August 14, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 14, 2024 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or Other Jurisdiction of Incorporation) (Commission File Nu

August 12, 2024 424B3

2,565,392 Shares of Class A Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-281299 PROSPECTUS 2,565,392 Shares of Class A Common Stock This prospectus relates to the re-sale or other disposition from time to time by certain selling stockholders identified herein (each, a “Selling Stockholder” and, together, the “Selling Stockholders”) or their pledgees, assignees, distributees and successors-in-interest, from time to t

August 9, 2024 CORRESP

LONGEVERON INC. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136

LONGEVERON INC. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136 August 9, 2024 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance, Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Tim Buchmiller Re: Longeveron Inc. Registration Statement on Form S-1 Filed August 6, 2024 File No. 333-281299 Request for Acceleration

August 6, 2024 EX-4.19

Form of Ordinary Course Placement Agent Warrant, incorporated by reference to Exhibit 4.19 of the Registrant’s Registration Statement on Form S-1 filed August 6, 2024

Exhibit 4.19 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

August 6, 2024 S-1

As filed with the Securities and Exchange Commission on August 6, 2024

As filed with the Securities and Exchange Commission on August 6, 2024 Registration No.

August 6, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Longeveron Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Maximum Aggregate Offering Price (3) Fee Rate Amount of Registration Fee Newly Registered Securities Fe

July 26, 2024 SC 13G

US54303L1127 / LONGEVERON INC RT 09/21/23 / INTRACOASTAL CAPITAL, LLC - SCHEDULE 13G Passive Investment

SC 13G 1 ea021007302-13gintralong.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Longeveron Inc. (Name of Issuer) Class A common stock, par value $0.001 per share (Title of Class of Securities) 54303L104 (CUSIP Number) July 18, 2024 (Date of Event Which Requires Filing of this Stateme

July 26, 2024 EX-99.1

Exhibit 1

EX-99.1 2 ea021007302ex99-1long.htm JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agre

July 19, 2024 EX-4.2

Form of Placement Agent Warrant, incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed July 19, 2024

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

July 19, 2024 424B5

2,236,026 Shares of Class A Common Stock

Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-264142 PROSPECTUS SUPPLEMENT (To Prospectus dated April 14, 2022) 2,236,026 Shares of Class A Common Stock We are offering 2,236,026 shares of our Class A Common Stock, par value $0.001 per share (“Common Stock”), directly to institutional investors pursuant to this prospectus supplement and the accompanying prospectus. The purchase p

July 19, 2024 EX-99.1

Longeveron Announces $9.0 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules

Exhibit 99.1 Longeveron Announces $9.0 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules MIAMI, July 18, 2024 (GLOBE NEWSWIRE) - Longeveron Inc. (NASDAQ: LGVN) (“Longeveron” or the “Company”), a clinical stage regenerative medicine biotechnology company developing cellular therapies for life-threatening and chronic aging-related conditions, today announced that it has ente

July 19, 2024 8-K

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): July 18, 2024 Longeveron Inc. (Ex

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): July 18, 2024 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File Numb

July 19, 2024 EX-4.1

Form of Common Stock Warrant, incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed July 19, 2024

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

July 19, 2024 EX-10.1

Form of Securities Purchase Agreement, dated July 18, 2024, by and between the Registrant and the Purchaser signatory thereto, incorporated by reference to the Registrant’s Current Report on Form 8-K filed July 19, 2024

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 18, 2024, between LONGEVERON INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fort

July 17, 2024 8-K

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): July 17, 2024 Longeveron Inc. (Ex

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): July 17, 2024 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or Other Jurisdiction of Incorporation) (Commission File Numb

July 17, 2024 EX-99.1

Longeveron® Announces U.S. FDA Grants Fast Track Designation for Lomecel-BTM for the Treatment of Mild Alzheimer’s Disease – FDA designation enables expedited clinical development and regulatory review timelines for Lomecel-B™ – – Second designation

Exhibit 99.1 Longeveron® Announces U.S. FDA Grants Fast Track Designation for Lomecel-BTM for the Treatment of Mild Alzheimer’s Disease – FDA designation enables expedited clinical development and regulatory review timelines for Lomecel-B™ – – Second designation received for Lomecel-BTM for the treatment of mild Alzheimer’s Disease after Regenerative Medicine Advanced Therapeutics (RMAT) Designati

July 10, 2024 424B3

3,563,764 Shares of Class A Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-280577 PROSPECTUS 3,563,764 Shares of Class A Common Stock This prospectus relates to the re-sale or other disposition from time to time by certain selling stockholders identified herein (each, a “Selling Stockholder” and, together, the “Selling Stockholders”) or their pledgees, assignees, distributees and successors-in-interest, from time to t

July 10, 2024 8-K

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): July 10, 2024 Longeveron Inc. (Ex

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): July 10, 2024 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or Other Jurisdiction of Incorporation) (Commission File Numb

July 10, 2024 S-8

As filed with the Securities and Exchange Commission on July 10, 2024

As filed with the Securities and Exchange Commission on July 10, 2024 Registration No.

July 10, 2024 EX-99.1

Longeveron® Announces U.S. FDA Grants Lomecel-BTM Regenerative Medicine Advanced Therapy (RMAT) Designation for the Treatment of Mild Alzheimer’s Disease

Exhibit 99.1 Longeveron® Announces U.S. FDA Grants Lomecel-BTM Regenerative Medicine Advanced Therapy (RMAT) Designation for the Treatment of Mild Alzheimer’s Disease - Lomecel-BTM appears to be the first cellular therapeutic candidate to receive RMAT designation for Alzheimer’s Disease MIAMI, July 10, 2024 - Longeveron Inc. (NASDAQ: LGVN), a clinical stage regenerative medicine biotechnology comp

July 10, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Longeveron Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1)(2) Proposed Maximum Offering Price Per Share (3) Maximum Aggregate Offering Price (3) Fee Rate Amount of Registration Fee Equity Class A Common Stock

July 5, 2024 CORRESP

LONGEVERON INC. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136

LONGEVERON INC. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136 July 5, 2024 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance, Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Jimmy McNamara Re: Longeveron Inc. Registration Statement on Form S-1 Filed June 28, 2024 File No. 333-280577 Request for Acceleration of

July 3, 2024 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): July 2, 2024 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

June 28, 2024 S-1

As filed with the Securities and Exchange Commission on June 28, 2024

As filed with the Securities and Exchange Commission on June 28, 2024 Registration No.

June 28, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Longeveron Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Maximum Aggregate Offering Price (3) Fee Rate Amount of Registration Fee Newly Registered Securities Fe

June 18, 2024 EX-4.2

Form of Placement Agent Common Stock Purchase Warrant, incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed June 18, 2024

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

June 18, 2024 EX-4.1

Form of New Common Stock Purchase Warrant, incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed June 18, 2024

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

June 18, 2024 EX-10.1

Form of Inducement Letter Agreement, dated June 17, 2024, by and between the Registrant and each Holder, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed June 18, 2024

Exhibit 10.1 LONGEVERON INC. June 17, 2024 Holder of Warrants Issued in April 2024 Re: Inducement Offer to Exercise Warrants Issued in April 2024 Dear Holder: Longeveron Inc. (the “Company”) is pleased to offer to you (“Holder”, “you” or similar terminology) the opportunity to receive new warrants to purchase shares of the Company’s Class A common stock, par value $0.001 per share (the “Common Sto

June 18, 2024 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): June 17, 2024 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File Numb

June 18, 2024 EX-99.2

Longeveron Raises $4.4 Million in Gross Proceeds from Warrant Exercise Transaction

Exhibit 99.2 Longeveron Raises $4.4 Million in Gross Proceeds from Warrant Exercise Transaction MIAMI, June 18, 2024 (GLOBE NEWSWIRE) - Longeveron Inc. (NASDAQ: LGVN) (“Longeveron” or the “Company”), a clinical stage regenerative medicine biotechnology company developing cellular therapies for rare, life-threatening and chronic aging-related conditions, today announced the closing of its previousl

June 18, 2024 EX-99.1

Longeveron Announces Exercise of Warrants for $4.4 Million Gross Proceeds

Exhibit 99.1 Longeveron Announces Exercise of Warrants for $4.4 Million Gross Proceeds MIAMI, June 17, 2024 (GLOBE NEWSWIRE) - Longeveron Inc. (NASDAQ: LGVN) (“Longeveron” or the “Company”), a clinical stage regenerative medicine biotechnology company developing cellular therapies for rare, life-threatening and chronic aging-related conditions, today announced that it has entered into definitive a

May 22, 2024 424B3

4,967,470 Shares of Class A Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-278995 PROSPECTUS 4,967,470 Shares of Class A Common Stock This prospectus relates to the re-sale or other disposition from time to time by certain selling stockholders identified herein (each, a “Selling Stockholder” and, together, the “Selling Stockholders”) or their pledgees, assignees, distributees and successors-in-interest, from time to t

May 21, 2024 S-1/A

As filed with the Securities and Exchange Commission on May 21, 2024

As filed with the Securities and Exchange Commission on May 21, 2024 Registration No.

May 20, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

May 20, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

May 17, 2024 CORRESP

LONGEVERON INC. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136

LONGEVERON INC. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136 May 17, 2024 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance, Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Tyler Howes Re: Longeveron Inc. Registration Statement on Form S-1 Filed April 30, 2024 File No. 333-278995 Request for Acceleration of Ef

May 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-40060 Longeveron Inc. (E

May 10, 2024 EX-99.1

Longeveron Announces Board of Directors Planned Transitions

Exhibit 99.1 Longeveron Announces Board of Directors Planned Transitions ● Richard Kender, retired SVP of Business Development and Corporate Licensing for Merck & Co., Inc., has been appointed to the Longeveron Board ● Dr. Roger Hajjar, former head of R&D at Ring Therapeutics, has been nominated as a candidate for the Board, subject to election at the Company’s Annual Meeting of Stockholders ● Neh

May 10, 2024 8-K

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): May 6, 2024 Longeveron Inc. (Exac

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): May 6, 2024 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

April 30, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Longeveron Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Maximum Aggregate Offering Price (3) Fee Rate Amount of Registration Fee Newly Registered Securities Fe

April 30, 2024 S-1

As filed with the Securities and Exchange Commission on April 29, 2024

As filed with the Securities and Exchange Commission on April 29, 2024 Registration No.

April 18, 2024 EX-99.2

Longeveron Raises a Total of $11.4 Million in Gross Proceeds from Warrant Exercise Offering and Public Offering

Exhibit 99.2 Longeveron Raises a Total of $11.4 Million in Gross Proceeds from Warrant Exercise Offering and Public Offering MIAMI, April 18, 2024 (GLOBE NEWSWIRE) - Longeveron Inc. (NASDAQ: LGVN) (“Longeveron” or the “Company”), a clinical stage biotechnology company developing cellular therapies for life-threatening and chronic aging-related conditions such as hypoplastic left heart syndrome (HL

April 18, 2024 EX-4.2

Form of Placement Agent Common Stock Purchase Warrant, incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed April 18, 2024

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

April 18, 2024 EX-99.1

Longeveron Announces Exercise of Warrants for $6.2 Million Gross Proceeds

Exhibit 99.1 Longeveron Announces Exercise of Warrants for $6.2 Million Gross Proceeds MIAMI, April 17, 2024 (GLOBE NEWSWIRE) - Longeveron Inc. (NASDAQ: LGVN) (“Longeveron” or the “Company”), a clinical stage biotechnology company developing cellular therapies for life-threatening and chronic aging-related conditions such as hypoplastic left heart syndrome (HLHS), Alzheimer’s disease and Aging-rel

April 18, 2024 EX-10.1

Form of Inducement Letter Agreement, dated April 16, 2024, by and between the Registrant and each Holder, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed April 18, 2024

Exhibit 10.1 LONGEVERON INC. April 16, 2024 Holder of Warrants Issued in [October 2023]1 and April 2024 Re: Inducement Offer to Exercise Warrants Issued in [October 2023 and] April 2024 Dear Holder: Longeveron Inc. (the “Company”) is pleased to offer to you (“Holder”, “you” or similar terminology) the opportunity to receive new warrants to purchase shares of the Company’s Class A common stock, par

April 18, 2024 EX-4.1

Form of Series C/D Common Stock Purchase Warrant, incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed April 18, 2024

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

April 18, 2024 8-K

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): April 16, 2024 Longeveron Inc. (E

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): April 16, 2024 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File Num

April 17, 2024 424B4

145,020 Shares of Class A Common Stock

PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-276745 145,020 Shares of Class A Common Stock This prospectus relates to the re-sale or other disposition from time to time by certain selling stockholders identified herein (each, a “Selling Stockholder” and, together, the “Selling Stockholders”) or their pledgees, assignees, distributees and successors-in-interest, from time to tim

April 17, 2024 EX-99.1

Exhibit 1

EX-99.1 2 ea020404601ex99-1long.htm JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agre

April 17, 2024 SC 13G

LGVN / Longeveron Inc. / INTRACOASTAL CAPITAL, LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Longeveron Inc. (Name of Issuer) Class A common stock, par value $0.001 per share (Title of Class of Securities) 54303L104 (CUSIP Number) April 8, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

April 16, 2024 CORRESP

LONGEVERON INC. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136

LONGEVERON INC. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136 April 16, 2024 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Tamika Sheppard Re: Longeveron Inc. Registration Statement on Form S-1 Filed January 29, 2024 File No. 333-276745 Request for Acceleration of Effectiveness Dear

April 16, 2024 S-1/A

As filed with the Securities and Exchange Commission on April 16, 2024

As filed with the Securities and Exchange Commission on April 16, 2024 Registration No.

April 15, 2024 SC 13D/A

LGVN / Longeveron Inc. / Hare Joshua - AMENDMENT NO. 3 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Longeveron Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 54303L104 (CUSIP Number) Joshua M. Hare, M.D. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136 Telephone: (305) 909-0840 Copies to: Paul Le

April 11, 2024 EX-4.2

Form of Common Stock Warrant, incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed April 11, 2024

Exhibit 4.2 CLASS A COMMON STOCK PURCHASE WARRANT LONGEVERON INC. Warrant Shares: Issue Date: April 10, 2024 Initial Exercise Date: April 10, 2024 THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on

April 11, 2024 8-K

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): April 8, 2024 Longeveron Inc. (Ex

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): April 8, 2024 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File Numb

April 11, 2024 EX-99.1

Longeveron Announces Pricing of $5.25 Million Public Offering

Exhibit 99.1 Longeveron Announces Pricing of $5.25 Million Public Offering 04/08/2024 MIAMI, April 08, 2024 (GLOBE NEWSWIRE) - Longeveron Inc. (NASDAQ: LGVN) (“Longeveron” or “Company”), a clinical stage biotechnology company developing cellular therapies for life-threatening and chronic aging-related conditions such as hypoplastic left heart syndrome (HLHS), Alzheimer’s disease and Aging-related

April 11, 2024 EX-10.2

Form of Warrant Amendment Agreement, dated April 8, 2024, by and between the Company and the Purchasers signatory thereto, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed April 11, 2024

Exhibit 10.2 April 8, 2024 Holder of Warrants to Purchase Common Stock issued in October 2023 Re: Amendment to Existing Warrant Dear Holder: Reference is hereby made to the concurrent public offering on or about the date hereof (the “Offering”) by Longeveron Inc. (the “Company”) of its securities (collectively, the “Securities”). This letter confirms that, in consideration for the Holder’s partici

April 11, 2024 EX-99.2

Longeveron Announces Closing of $5.2 Million Public Offering

Exhibit 99.2 Longeveron Announces Closing of $5.2 Million Public Offering MIAMI, April 11, 2024 (GLOBE NEWSWIRE) - Longeveron Inc. (NASDAQ: LGVN) (“Longeveron” or the “Company”), a clinical stage biotechnology company developing cellular therapies for life-threatening and chronic aging-related conditions such as hypoplastic left heart syndrome (HLHS), Alzheimer’s disease and Aging-related Frailty,

April 11, 2024 EX-10.1

Form of Securities Purchase Agreement, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed April 11, 2024

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April 8, 2024, between LONGEVERON INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fort

April 11, 2024 EX-4.1

Form of Pre-Funded Warrant, incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed April 11, 2024

Exhibit 4.1 PRE-FUNDED CLASS A COMMON STOCK PURCHASE WARRANT Longeveron Inc. Warrant Shares: Issue Date: April 10, 2024 Initial Exercise Date: April 10, 2024 THIS PRE-FUNDED CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set

April 11, 2024 EX-4.3

Form of Placement Agent Warrant, incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed April 11, 2024

Exhibit 4.3 PLACEMENT AGENT CLASS A COMMON STOCK PURCHASE WARRANT LONGEVERON INC. Warrant Shares: Issue Date: April 10, 2024 Initial Exercise Date: April 10, 2024 THIS PLACEMENT AGENT CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions herein

April 10, 2024 424B4

Longeveron Inc. 661,149 Shares of Class A common stock 2,234,043 Class A Common Warrants to Purchase 2,234,043 Shares of Class A common stock 1,572,894 Pre-Funded Warrants to Purchase 1,572,894 Shares of Class A common stock 156,383 Placement Agent W

PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-278073 Longeveron Inc. 661,149 Shares of Class A common stock 2,234,043 Class A Common Warrants to Purchase 2,234,043 Shares of Class A common stock 1,572,894 Pre-Funded Warrants to Purchase 1,572,894 Shares of Class A common stock 156,383 Placement Agent Warrants to Purchase 156,383 Shares of Class A common stock 3,963,320 Shares of

April 10, 2024 424B3

Longeveron Inc. 501,821 Shares of Class A Common Stock

PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated December 6, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-275578 Longeveron Inc. 501,821 Shares of Class A Common Stock This prospectus supplement updates, amends and supplements the prospectus dated December 6, 2023 (the “Original Prospectus”), contained in our Registration Statement on Form S-1, effective as of November 21, 2023 (Reg

April 8, 2024 CORRESP

April 8, 2024

April 8, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: Longeveron Inc. Registration Statement on Form S-1 (Registration No. 333-278073), as amended - Concurrence in Acceleration Request Ladies and Gentlemen: H.C. Wainwright & Co., LLC (“Wainwright”), solely acting as placement agent on a best efforts basis in an offering pursuant to t

April 8, 2024 FWP

LETTERHEAD

ISSUER FREE-WRITING PROSPECTUS Filed Pursuant to Rule 433 Relating to Prospectus dated April 3, 2024 Registration Statement No.

April 8, 2024 CORRESP

LONGEVERON INC. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136

LONGEVERON INC. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136 April 8, 2024 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Tamika Sheppard Re: Longeveron Inc. Registration Statement on Form S-1 File No. 333-278073 Request for Acceleration of Effectiveness Dear Ms. Sheppard: In accorda

April 5, 2024 S-1/A

As filed with the Securities and Exchange Commission on April 5, 2024.

As filed with the Securities and Exchange Commission on April 5, 2024. Registration No. 333-278073 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 2834 47-2174146 (State or other jurisdiction of incorporation or

April 3, 2024 EX-4.13

Form of Placement Agent Warrant

Exhibit 4.13 PLACEMENT AGENT CLASS A COMMON STOCK PURCHASE WARRANT LONGEVERON INC. Warrant Shares: Issue Date: , 2024 Initial Exercise Date: , 2024 THIS PLACEMENT AGENT CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth

April 3, 2024 EX-10.20

Form of Securities Purchase Agreement

Exhibit 10.20 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [ ], 2024, between LONGEVERON INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth i

April 3, 2024 S-1/A

As filed with the Securities and Exchange Commission on April 3, 2024.

As filed with the Securities and Exchange Commission on April 3, 2024. Registration No. 333-278073 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 2834 47-2174146 (State or other jurisdiction of incorporation or

April 3, 2024 EX-4.12

Form of Common Warrant

Exhibit 4.12 CLASS A COMMON STOCK PURCHASE WARRANT LONGEVERON INC. Warrant Shares: Issue Date: , 2024 Initial Exercise Date: , 2024 THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the da

April 3, 2024 EX-4.11

Form of Pre-Funded Warrant

Exhibit 4.11 PRE-FUNDED CLASS A COMMON STOCK PURCHASE WARRANT Longeveron Inc. Warrant Shares: Issue Date:, 2024 Initial Exercise Date: , 2024 THIS PRE-FUNDED CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any ti

March 19, 2024 S-1

As filed with the Securities and Exchange Commission on March 19, 2024.

As filed with the Securities and Exchange Commission on March 19, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 2834 47-2174146 (State or other jurisdiction of incorporation or organization) (Primary S

March 19, 2024 EX-3.1(A)

Certificate of Amendment to the Certificate of Incorporation, incorporated by reference to Exhibit 3.1(a) to the Registrant’s Current Report on Form 8-K filed on March 19, 2024

Exhibit 3.1(a) CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF LONGEVERON INC. Longeveron Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. Pursuant to Section 242 of the DGCL, this Certificate of Amendment to the Certificate of Incorporation (this “Certifi

March 19, 2024 8-K

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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 19, 2024 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File Num

March 19, 2024 EX-99.1

Longeveron Announces 1-for-10 Reverse Stock Split

Exhibit 99.1 Longeveron Announces 1-for-10 Reverse Stock Split MIAMI, FL, March 19, 2024 (GLOBE NEWSWIRE) – Longeveron Inc. (NASDAQ: LGVN) (“Longeveron” or “Company”), a clinical stage biotechnology company developing regenerative medicines for unmet medical needs, announced today that the Company’s Board of Directors has approved a 1-for-10 reverse split of the Company’s Class A common stock, par

March 19, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Longeveron Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee(1) Newly Registered Securities Fees to

March 11, 2024 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-

March 7, 2024 8-K

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 4, 2024 Longeveron Inc. (Ex

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 4, 2024 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File Numb

March 1, 2024 CORRESP

Longeveron Inc. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136 February 29, 2024

Longeveron Inc. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136 February 29, 2024 Division of Corporation Finance Office of Life Sciences U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Attn: Tamika Sheppard Alan Campbell Re: Longeveron Inc. Registration Statement on Form S-1 Filed January 29, 2024 File No. 333-276745 Dear Ms. Sheppard and Mr. Campbell: We are w

February 27, 2024 EX-10.5(1)

Separation Agreement and General Release, effective June 9, 2023, by and between Longeveron, Inc. and James Clavijo incorporated by reference to Exhibit 10.5.1 of the Registrant’s Annual Report on Form 10-K filed February 27, 2024.

Exhibit 10.5.1 EXHIBIT A SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (“Agreement”) is between Longeveron Inc. (“Company”) and James Clavijo (“Executive or Mr. Clavijo”), together the “Parties.” WHEREAS, Executive’s employment terminates on June 9, 2023 (“Termination Date”); WHEREAS, the Company is willing to pay Executive certain severance in exchange for

February 27, 2024 EX-10.13(1)

Separation Agreement and General Release, effective March 31, 2023 between Longeveron Inc. and K. Chris Min, M.D. and Ph.D. incorporated by reference to Exhibit 10.13.1 of the Registrant’s Annual Report on Form 10-K filed February 27, 2024.

Exhibit 10.13.1 EXHIBIT A SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (“Agreement”) is between Longeveron, Inc. (“Company”) and Dr. K. Christopher Min (“Executive”), together the “Parties.” WHEREAS, Executive’s employment terminates on March 31, 2023 (“Termination Date”); WHEREAS, the Company is willing to pay Executive certain severance in exchange for a

February 27, 2024 EX-10.15

Employment Agreement between Longeveron Inc. and Paul Lehr dated May 3, 2022, incorporated by reference to Exhibit 10.15 of the Registrant’s Annual Report on Form 10-K filed February 27, 2024.

Exhibit 10.15 EM PIFO Y SI EN"F AG REE4JEN"F ThÎs Ernplr›yrnent Agi'ccrncnt (this “A areement” ) is cntcrcd by and bct v'ccn L oiiii ci erou . lnc . , a Dc 1 aivai‘c liinitcd liability conipany ivit h o lTiccs located ai 1951 NW 7 " A› c . Stc . 5 ?t 1 , M i imii . F loi'ida 33 . 136 (the “Company”), and Paul Lchr . an individiial iv iih a lcgal addi cs s o 1 . 4 . 707 North Bay Road, Miami Beach,

February 27, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40060 LONGEVERON INC

February 27, 2024 EX-10.16

Letter Agreement between Longeveron, Inc. and Lisa Locklear, dated July 14, 2023, incorporated by reference to Exhibit 10.16 of the Registrant’s Annual Report on Form 10-K filed February 27, 2024.

Exhibit 10.16 July 14, 2023 Dear Lisa: This letter agreement (this “Agreement”) sets forth the terms and conditions of your (referred to as “you” or “your” or “executive”) employment with Longeveron Inc. (the “Company”), which shall be effective as of July 31, 2023 (the “Effective Date”). This Agreement will govern your employment with the Company following the Effective Date on the following term

February 27, 2024 EX-10.17

Letter Agreement between Longeveron, Inc. and Nataliya Agafonova, M.D. dated June 21, 2023, incorporated by reference to Exhibit 10.17 of the Registrant’s Annual Report on Form 10-K filed February 27, 2024.

Exhibit 10.17 June 21, 2023 Dear Nataliya: This letter agreement (this “Agreement”) sets forth the terms and conditions of your (referred to as “you” or “your” or “executive”) employment with Longeveron Inc. (the “Company”), which shall be effective as of July 24, 2023 (the “Effective Date”). This Agreement will govern your employment with the Company following the Effective Date on the following

February 27, 2024 EX-97.1

Policy Relating to Recovery of Erroneously Awarded Compensation

Exhibit 97.1 Longeveron Inc. Policy for the Recovery of Erroneously Awarded Compensation A. OVERVIEW In accordance with the applicable rules of The Nasdaq Stock Market (“Nasdaq”), Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of Longeveron Inc. (the “Company”) has adopted this Policy (the “Pol

February 27, 2024 EX-4.2

Exhibit 4.2

Exhibit 4.2 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the common stock of Longeveron Inc. (referred to as “the Company”, “we”, “us” and “our” unless specified otherwise) is based upon relevant provisions of the Company’s Certificate of Incorporation (the “Certificate of Incorporation”), the Company’s

February 22, 2024 8-K

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): February 21, 2024 Longeveron Inc.

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): February 21, 2024 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File

February 14, 2024 SC 13G

LGVN / Longeveron Inc. / ARMISTICE CAPITAL, LLC Passive Investment

SC 13G 1 armistice-lgvn123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Longeveron Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 54303L104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

February 5, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

January 29, 2024 S-1

As filed with the Securities and Exchange Commission on January 29, 2024

As filed with the Securities and Exchange Commission on January 29, 2024 Registration Statement No.

January 29, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Longeveron Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Maximum Aggregate Offering Price (3) Fee Rate Amount of Registration Fee Newly Registered Securities Fe

January 25, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

December 28, 2023 8-K

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): December 26, 2023 Longeveron Inc.

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): December 26, 2023 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File

December 22, 2023 EX-4.2

Form of Placement Agent Warrant, incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed December 22, 2023.

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

December 22, 2023 EX-4.1

Form of Common Stock Warrant, incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed December 20, 2023

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

December 22, 2023 EX-10.1

Form of Securities Purchase Agreement, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed December 22, 2023

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 20, 2023, between LONGEVERON INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set

December 22, 2023 EX-99.1

UPDATE -- Longeveron Announces $2.36 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules

Exhibit 99.1 UPDATE - Longeveron Announces $2.36 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules December 21, 2023 MIAMI, Dec. 21, 2023 (GLOBE NEWSWIRE) - Longeveron Inc. (NASDAQ: LGVN) (“Longeveron” or “Company”), a clinical stage biotechnology company developing cellular therapies for life-threatening and chronic aging-related conditions such as hypoplastic left heart

December 22, 2023 424B5

1,355,301 Shares of Class A Common Stock

Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-264142 PROSPECTUS SUPPLEMENT (To Prospectus dated April 14, 2022) 1,355,301 Shares of Class A Common Stock We are offering 1,355,301 shares of our Class A Common Stock, par value $0.001 per share (“Common Stock”), directly to an institutional investor pursuant to this prospectus supplement and the accompanying prospectus. The purchase

December 22, 2023 8-K

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): December 20, 2023 Longeveron Inc.

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): December 20, 2023 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File

December 18, 2023 SC 13D/A

LGVN / Longeveron Inc. / Hare Joshua - AMENDMENT NO. 2 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 ea190154-13da2harelongever.htm AMENDMENT NO. 2 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Longeveron Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 54303L104 (CUSIP Number) Joshua M. Hare, M.D. 1951 NW 7th Avenue, S

December 6, 2023 424B3

5,018,183 Shares of Class A Common Stock

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-275578 5,018,183 Shares of Class A Common Stock This prospectus relates to the re-sale or other disposition from time to time by certain selling stockholders identified herein (each, a “Selling Stockholder” and, together, the “Selling Stockholders”) or their pledgees, assignees, distributees and successors-in-interest, from time to ti

November 17, 2023 CORRESP

LONGEVERON INC. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136

LONGEVERON INC. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136 November 17, 2023 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Joshua Gorsky Re: Longeveron Inc. Registration Statement on Form S-1 Filed November 15, 2023 File No. 333-275578 Request for Acceleration of Effectiveness Dea

November 15, 2023 S-1

As filed with the Securities and Exchange Commission on November 15, 2023.

As filed with the Securities and Exchange Commission on November 15, 2023. Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 2834 47-2174146 (State or Other Jurisdiction of Incorporation or Organizatio

November 15, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Longeveron Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Maximum Aggregate Offering Price (3) Fee Rate Amount of Registration Fee Newly Registered Securities Fe

November 14, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

November 14, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

November 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

November 2, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

October 13, 2023 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): October 11, 2023 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File N

October 13, 2023 EX-4.1

Form of Pre-Funded Common Stock Purchase Warrant, incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed October 13, 2023

Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT Longeveron Inc. Warrant Shares: Issue Date:, 2023 Initial Exercise Date: , 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after th

October 13, 2023 424B5

2,365,000 Shares of Class A Common Stock Pre-Funded Warrants to Purchase up to 59,243 Shares of Class A Common Stock (and the shares of Class A Common Stock underlying the Pre-Funded Warrants)

Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-264142 PROSPECTUS SUPPLEMENT (To Prospectus dated April 14, 2022) 2,365,000 Shares of Class A Common Stock Pre-Funded Warrants to Purchase up to 59,243 Shares of Class A Common Stock (and the shares of Class A Common Stock underlying the Pre-Funded Warrants) We are offering 2,365,000 shares of our Class A Common Stock, par value $0.00

October 13, 2023 EX-10.1

Form of Securities Purchase Agreement, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed October 13, 2023

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 11, 2023, between LONGEVERON INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set f

October 13, 2023 EX-4.2

Form of Series A/B Common Stock Purchase Warrant, incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed October 13, 2023

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

October 13, 2023 EX-99.1

Longeveron Announces $4 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules

Exhibit 99.1 Longeveron Announces $4 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules MIAMI, October 12, 2023 (GLOBE NEWSWIRE) - Longeveron Inc. (NASDAQ: LGVN) (“Longeveron” or “Company”), a clinical stage biotechnology company developing cellular therapies for life-threatening and chronic aging-related conditions such as hypoplastic left heart syndrome (HLHS), Alzheimer’

October 13, 2023 EX-4.3

Form of Placement Agent Common Stock Purchase Warrant, incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed October 13, 2023

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

October 5, 2023 EX-99.1

Longeveron Announces Positive Top-Line Results for Lomecel-BTM in its CLEAR MIND Phase 2a Clinical Trial in the Treatment of Mild Alzheimer’s Disease

Exhibit 99.1 Longeveron Announces Positive Top-Line Results for Lomecel-BTM in its CLEAR MIND Phase 2a Clinical Trial in the Treatment of Mild Alzheimer’s Disease Company to Hold Conference Call & Webcast Today, October 5 at 8:00am ET ● Primary Endpoint of Safety Met Across all Study Groups ● Statistical Significance Met for Secondary Endpoint Composite Alzheimer’s Disease Score (CADS) for Lomecel

October 5, 2023 8-K

Financial Statements and Exhibits, Other Events

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): October 5, 2023 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File Nu

October 5, 2023 EX-99.2

Cell - Based Therapies 05 October 2023 CLEAR MIND Phase 2a Proof Of Concept Topline Results • Certain statements in this presentation that are not historical facts are forward - looking statements made pursuant to the safe h arbor provisions of the P

Exhibit 99.2 Cell - Based Therapies 05 October 2023 CLEAR MIND Phase 2a Proof Of Concept Topline Results • Certain statements in this presentation that are not historical facts are forward - looking statements made pursuant to the safe h arbor provisions of the Private Securities Litigation Reform Act of 1995, which reflect management's current expectations, assumptions, and estim ate s of future

September 25, 2023 8-K

Other Events

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): September 21, 2023 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File

August 18, 2023 EX-1.1

Dealer-Manager Agreement, dated August 14, 2023, between Longeveron Inc. and R.F. Lafferty & Co., Inc.

Exhibit 1.1 DEALER-MANAGER AGREEMENT August 14, 2023 R.F. Lafferty & Co., Inc. As Dealer-Manager 40 Wall Street, 29th Floor New York, New York 10005 Ladies and Gentlemen: The following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be undertaken by Longeveron Inc., a Delaware corporation (the “Company”), pursuant to which the Company wil

August 18, 2023 8-K

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): August 14, 2023 Longeveron Inc. (

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): August 14, 2023 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File Nu

August 16, 2023 EX-99.1

Longeveron Rights Offering Declared Effective and Calendar Finalized

Exhibit 99.1 Longeveron Rights Offering Declared Effective and Calendar Finalized MIAMI, August 16, 2023 (GLOBE NEWSWIRE) - Longeveron Inc. (NASDAQ: LGVN) (“Longeveron” or “Company”), a clinical stage biotechnology company developing cellular therapies for life-threatening and chronic aging-related conditions such as hypoplastic left heart syndrome (HLHS), Alzheimer’s disease and Aging-related Fra

August 16, 2023 8-K

Other Events, Financial Statements and Exhibits

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): August 16, 2023 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File Nu

August 14, 2023 8-K

Financial Statements and Exhibits, Other Events

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): August 14, 2023 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File Nu

August 14, 2023 424B3

112,193,315 Transferable Subscription Rights to purchase shares of Class A common stock and up to 10,000,000 shares of Class A common stock at $3.00 per share issuable upon exercise of Subscription Rights or subsequent placement

Filed pursuant to Rule 424(b)(3) Registration No. 333-272946 112,193,315 Transferable Subscription Rights to purchase shares of Class A common stock and up to 10,000,000 shares of Class A common stock at $3.00 per share issuable upon exercise of Subscription Rights or subsequent placement We are distributing to holders (such holders, including holders who may acquire rights by purchasing them from

August 14, 2023 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 LONGEVERON INC. (Exact name of registrant as sp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 LONGEVERON INC. (Exact name of registrant as specified in its charter) Delaware 47-2174146 (State of incorporation or organization) (I.R.S. Employer Identification No.) 1951 NW 7th Avenue, Suite 52

August 14, 2023 EX-99.1

Longeveron Announces Pricing for Rights Offering and Expected Calendar

Exhibit 99.1 Longeveron Announces Pricing for Rights Offering and Expected Calendar MIAMI, August 14, 2023 (GLOBE NEWSWIRE) - Longeveron Inc. (NASDAQ: LGVN) (“Longeveron” or “Company”), a clinical stage biotechnology company developing cellular therapies for life-threatening and chronic aging-related conditions such as hypoplastic left heart syndrome (HLHS), Alzheimer’s disease and Aging-related F

August 11, 2023 CORRESP

LONGEVERON INC. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136

LONGEVERON INC. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136 August 11, 2023 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Doris Stacey Gama Laura Crotty Re: Longeveron Inc. Registration Statement on Form S-1 File No. 333-272946 Request for Acceleration of Effectiveness Dear Ms. Gam

August 11, 2023 10-Q

Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

August 11, 2023 S-1/A

As filed with the Securities and Exchange Commission on August 11, 2023.

As filed with the Securities and Exchange Commission on August 11, 2023. Registration No. 333-272946 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 2834 47-2174146 (State or other jurisdiction of incorporation o

August 11, 2023 EX-24.2

Power of Attorney

Exhibit 24.2 Power of Attorney Each person whose signature appears below constitutes and appoints Wa’el Hashad and Paul Lehr and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-1/A and any

July 28, 2023 EX-99.5

Form of Letter to Clients of Nominee Holders

Exhibit 99.5 THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN LONGEVERON INC.’S PROSPECTUS DATED , 2023 AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM OKAPI PARTNERS LLC, THE INFORMATION AGENT, BY CALLING (212) 297-0720 (BANKERS AND BROKERS) OR (844) 201-1170 (ALL OTHERS) OR BY EMAIL AT [email protected]. FORM OF LETTER TO CL

July 28, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Longeveron Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title (1) Fee Calculation Rule Amount Registered (4) Proposed Maximum Offering Price Per Share (4) Maximum Aggregate Offering Price(5) Fee Rate Amount of Registration Fee (2)(3) Newly Registered Se

July 28, 2023 EX-99.6

Form of Nominee Holder Certification

Exhibit 99.6 THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN LONGEVERON INC.’S PROSPECTUS DATED , 2023 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM OKAPI PARTNERS LLC, THE INFORMATION AGENT, BY CALLING (212) 297-0720 (BANKERS AND BROKERS) OR (844) 201-1170 (ALL OTHERS) OR BY EMAIL AT [email protected]. F

July 28, 2023 EX-99.2

Form of Letter to Stockholders and Participating Warrant Holders Who Are Record Holders

Exhibit 99.2 FORM OF LETTER TO STOCKHOLDERS AND PARTICIPATING WARRANT HOLDERS WHO ARE RECORD HOLDERS LONGEVERON INC. Transferable Subscription Rights to Purchase Shares of Class A Common Stock Pursuant to Subscription Rights Distributed to Stockholders and Holders of Participating Warrants of Longeveron Inc. , 2023 Dear Stockholder and/or Participating Warrant Holder: This letter is being distribu

July 28, 2023 EX-4.2

Form of Transferable Subscription Rights Certificate

Exhibit 4.2 Certain portions of this exhibit have been redacted in accordance with Item 601(a)(6) of Regulation S-K. This information is not material and disclosure of such information would constitute an unwarranted invasion of personal privacy. “[*]” indicates that information has been redacted. RIGHTS CERTIFICATE #: NUMBER OF RIGHTS: THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH

July 28, 2023 EX-99.1

Form of Instructions as to Use of Transferable Subscription Rights Certificates

Exhibit 99.1 Certain portions of this exhibit have been redacted in accordance with Item 601(a)(6) of Regulation S-K. This information is not material and disclosure of such information would constitute an unwarranted invasion of personal privacy. “[*]” indicates that information has been redacted. THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN LONGEVERON INC.’S PROSPECTUS DATED

July 28, 2023 EX-24.2

Power of Attorney

Exhibit 24.2 Power of Attorney Each person whose signature appears below constitutes and appoints Wa’el Hashad and Paul Lehr and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-1/A and any

July 28, 2023 EX-1.1

Form of Dealer-Manager Agreement with R.F. Lafferty & Co. Inc.

Exhibit 1.1 DEALER-MANAGER AGREEMENT , 2023 R.F. Lafferty & Co., Inc. As Dealer-Manager 40 Wall Street, 29th Floor New York, New York 10005 Ladies and Gentlemen: The following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be undertaken by Longeveron Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distrib

July 28, 2023 CORRESP

Longeveron Inc. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136 July 28, 2023

Longeveron Inc. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136 July 28, 2023 Division of Corporate Finance Office of Life Sciences U.S. Securities and Exchange Commission Mail Stop 3720 100 F Street N.E. Washington, D.C. 20005 Attn: Doris Stacey Gama Laura Crotty Re: Longeveron Inc. Registration Statement on Form S-1 Filed June 27, 2023 File No. 333-272946 Dear Ms. Gama and Ms. Crotty: We are

July 28, 2023 S-1/A

As filed with the Securities and Exchange Commission on July 28, 2023.

As filed with the Securities and Exchange Commission on July 28, 2023. Registration No. 333-272946 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 2834 47-2174146 (State or other jurisdiction of incorporation or

July 28, 2023 EX-99.7

Form of Notice of Guaranteed Delivery

Exhibit 99.7 THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN LONGEVERON INC.’S PROSPECTUS DATED , 2023 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM OKAPI PARTNERS LLC, THE INFORMATION AGENT, BY CALLING (212) 297-0720 (BANKERS AND BROKERS) OR (844) 201-1170 (ALL OTHERS) OR BY EMAIL AT [email protected]. F

July 28, 2023 EX-99.3

Form of Beneficial Owner Election Form

Exhibit 99.3 FORM OF BENEFICIAL OWNER ELECTION FORM LONGEVERON INC. The undersigned, the beneficial owner(s) of shares of Class A common stock, par value $0.001 per share, Class B common stock, par value $0.001 per share (collectively, the “common stock”), or warrants exercisable for shares of Class A common stock (the “participating warrants”), of Longeveron Inc., a Delaware corporation (the “Com

July 28, 2023 EX-99.4

Form of Letter to Brokers, Dealers, Banks and Other Nominee Holders

Exhibit 99.4 THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN LONGEVERON INC.’S PROSPECTUS DATED , 2023 AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM OKAPI PARTNERS LLC, THE INFORMATION AGENT, BY CALLING (212) 297-0720 (BANKERS AND BROKERS) OR (844) 201-1170 (ALL OTHERS) OR BY EMAIL AT [email protected]. FORM OF LETTER TO BR

July 20, 2023 EX-99.1

Longeveron Appoints Lisa Locklear as Chief Financial Officer

Exhibit 99.1 Longeveron Appoints Lisa Locklear as Chief Financial Officer MIAMI, FL, July 20, 2023 (GLOBE NEWSWIRE) - Longeveron Inc. (NASDAQ: LGVN) (“Longeveron” or “Company”), a clinical stage biotechnology company developing cellular therapies for life-threatening and chronic aging-related conditions, announced today the appointment of Lisa Locklear as Executive Vice President and Chief Financi

July 20, 2023 8-K

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): July 20, 2023 Longeveron Inc. (Ex

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): July 20, 2023 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File Numb

July 5, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): June 30, 2023 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File Numb

June 27, 2023 S-1

As filed with the Securities and Exchange Commission on June 27, 2023.

As filed with the Securities and Exchange Commission on June 27, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 2834 47-2174146 (State or other jurisdiction of incorporation or organization) (Primary St

June 27, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Longeveron Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title (1) Fee Calculation Rule Amount Registered (3) Proposed Maximum Offering Price Per Share (3) Maximum Aggregate Offering Price(4) Fee Rate Amount of Registration Fee (2) Newly Registered Secur

June 26, 2023 S-8

As filed with the Securities and Exchange Commission on June 26, 2023

As filed with the Securities and Exchange Commission on June 26, 2023 Registration No.

June 26, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Longeveron Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Maximum Aggregate Offering Price(4) Fee Rate Amount of Registration Fee (2) Equity Class A common stock

June 23, 2023 EX-99.1

Cell - Based Therapies A Regenerative Medicine Company May 2023 3 Our Mission: Deliver Regenerative Medical Therapies for Unmet Medical Needs Lomecel - B Ρ -- A Pipeline in a Product Allogeneic medicinal signaling cells (MSCs) isolated from bone marr

Exhibit 99.1 Cell - Based Therapies A Regenerative Medicine Company May 2023 2 Forward Looking Statements Certain statements in this press release that are not historical facts are forward - looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 , which reflect management's current expectations, assumptions, and estimates of future op

June 23, 2023 8-K

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): June 21, 2023 Longeveron Inc. (Ex

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): June 21, 2023 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or Other Jurisdiction of Incorporation) (Commission File Numb

June 12, 2023 8-K

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): June 9, 2023 Longeveron Inc. (Exa

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): June 9, 2023 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

June 5, 2023 8-K

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): June 1, 2023 Longeveron Inc. (Exa

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): June 1, 2023 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File Numbe

May 12, 2023 EX-99.1

Longeveron Inc. Provides Corporate Update and Reports First Quarter 2023 Financial Results -- New long-term survival data disclosed from ELPIS I trial of Lomecel-BTM for Hypoplastic Left Heart Syndrome; Data reinforce potential mortality benefit -- -

Exhibit 99.1 Longeveron Inc. Provides Corporate Update and Reports First Quarter 2023 Financial Results - New long-term survival data disclosed from ELPIS I trial of Lomecel-BTM for Hypoplastic Left Heart Syndrome; Data reinforce potential mortality benefit - - First patient dosed in Phase 2 clinical trial of Lomecel-BTM for Aging-Related Frailty in Japan - - Conference call scheduled for 8:30 a.m

May 12, 2023 8-K

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): May 12, 2023 Commission File No.

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): May 12, 2023 Commission File No. 001-40060 Longeveron Inc. (Exact name of small business issuer as specified in its charter) Delaware 47-2174146 (State or other jurisdiction of incorp

May 12, 2023 10-Q

Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-40060 Longeveron Inc. (E

April 28, 2023 DEF 14A

Schedule 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

April 28, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

April 10, 2023 8-K

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): April 4, 2023 Longeveron Inc. (Ex

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): April 4, 2023 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or other jurisdiction of incorporation) (Commission File Numb

March 14, 2023 10-K

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40060 LONGEVERON INC

March 10, 2023 8-K

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 10, 2023 Commission File No

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 10, 2023 Commission File No. 001-40060 Longeveron Inc. (Exact name of small business issuer as specified in its charter) Delaware 47-2174146 (State or other jurisdiction of inco

March 10, 2023 EX-99.1

Longeveron Inc. Provides Corporate Update and Reports Fourth Quarter and Full Year 2022 Financial Results -- Full results from ELPIS I trial published in European Heart Journal Open – -- First patient to be randomized in Japan Aging-Related Phase 2 s

Exhibit 99.1 Longeveron Inc. Provides Corporate Update and Reports Fourth Quarter and Full Year 2022 Financial Results - Full results from ELPIS I trial published in European Heart Journal Open – - First patient to be randomized in Japan Aging-Related Phase 2 study in Q1 – - Conference call scheduled for 8:30 a.m. ET today - Miami, Florida –March 10, 2023— Longeveron Inc. (NASDAQ: LGVN) (“Longever

February 28, 2023 8-K

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): February 22, 2023 Longeveron Inc.

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): February 22, 2023 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or Other Jurisdiction of Incorporation) (Commission File

February 28, 2023 EX-10.1

Employment Agreement between Longeveron Inc. and Wa’el Hashad, incorporated by reference to Exhibit 10.1 to the Registrant’s current report on Form 8-K filed February 28, 2023.

Exhibit 10.1 [LONGEVERON LETTERHEAD] February 22, 2023 Dear Wa’el: This letter agreement (this “Agreement”) sets forth the terms and conditions of your employment with Longeveron Inc. (the “Company”), which shall be effective as of March 1, 2023 (the “Effective Date”). This Agreement will govern your employment with the Company following the Effective Date on the following terms and conditions: 1.

February 28, 2023 EX-99.1

Longeveron Appoints Wa’el Hashad as Chief Executive Officer Hashad is a former executive at Avanir, Amgen, Boehringer Ingelheim, Eli Lilly, and early-stage biotechnology companies Global leader brings over 35 years of experience with focus on drug ap

Exhibit 99.1 Longeveron Appoints Wa’el Hashad as Chief Executive Officer Hashad is a former executive at Avanir, Amgen, Boehringer Ingelheim, Eli Lilly, and early-stage biotechnology companies Global leader brings over 35 years of experience with focus on drug approval and commercialization, mergers and acquisitions, and business development Miami, Florida – February 28, 2023— Longeveron Inc. (NAS

January 27, 2023 8-K

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): January 23, 2023 Longeveron Inc.

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): January 23, 2023 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or Other Jurisdiction of Incorporation) (Commission File N

January 6, 2023 EX-99.1

Longeveron Provides Corporate Update and Announces 2023 Strategic Priorities and Anticipated Milestones – Expects to enroll first patient in Phase 2 clinical trial of Lomecel-B™ for Aging-Related Frailty in Japan in 1Q23 – – Extended cash runway into

Exhibit 99.1 Longeveron Provides Corporate Update and Announces 2023 Strategic Priorities and Anticipated Milestones – Expects to enroll first patient in Phase 2 clinical trial of Lomecel-B™ for Aging-Related Frailty in Japan in 1Q23 – – Extended cash runway into 2H24 – Miami, Florida – January 6, 2023— Longeveron Inc. (NASDAQ: LGVN) (“Longeveron” or “Company”), a clinical stage biotechnology comp

January 6, 2023 8-K

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): January 6, 2023 Longeveron Inc. (

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): January 6, 2023 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or Other Jurisdiction of Incorporation) (Commission File Nu

November 14, 2022 EX-99.1

Longeveron Inc. Provides Corporate Update and Reports Third Quarter 2022 Financial Results -- Achieved key clinical and regulatory milestones across clinical pipeline, including the completion of enrollment in Longeveron’s Phase 2a trial for Alzheime

Exhibit 99.1 Longeveron Inc. Provides Corporate Update and Reports Third Quarter 2022 Financial Results - Achieved key clinical and regulatory milestones across clinical pipeline, including the completion of enrollment in Longeveron’s Phase 2a trial for Alzheimer’s Disease - –Conference call scheduled for 8:30 a.m. ET today– Miami, Florida – November 14, 2022— Longeveron Inc. (NASDAQ: LGVN) (“Long

November 14, 2022 8-K

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): November 14, 2022 Commission File

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): November 14, 2022 Commission File No. 001-40060 Longeveron Inc. (Exact name of small business issuer as specified in its charter) Delaware 47-2174146 (State or other jurisdiction of i

November 14, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

November 3, 2022 8-K

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): October 28, 2022 Longeveron Inc.

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): October 28, 2022 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or Other Jurisdiction of Incorporation) (Commission File N

September 1, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): August 31, 2022 Commission File No. 001-40060 Longeveron Inc. (Exact name of small business issuer as specified in its charter) Delaware 47-2174146 (State or other jurisdiction of inc

September 1, 2022 EX-99.1

U.S. Food and Drug Administration (FDA) Grants Fast Track Designation for Longeveron’s Lomecel-B™ Product for Treatment of Hypoplastic Left Heart Syndrome (HLHS) in Infants New designation may expedite FDA review and potential approval to address thi

Exhibit 99.1 U.S. Food and Drug Administration (FDA) Grants Fast Track Designation for Longeveron?s Lomecel-B? Product for Treatment of Hypoplastic Left Heart Syndrome (HLHS) in Infants New designation may expedite FDA review and potential approval to address this life-threatening heart condition affecting approximately 1,000 babies per year Miami, Florida?August 31, 2022? Longeveron Inc. (NASDAQ:

August 12, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

August 12, 2022 EX-99.1

Longeveron Inc. Provides Corporate Update and Reports Second Quarter 2022 Financial Results —Longeveron’s Phase 2a trial of Lomecel-B for patients with mild Alzheimer’s Disease proceeding on schedule, currently at 50% enrollment – Japanese Pharmaceut

Exhibit 99.1 Longeveron Inc. Provides Corporate Update and Reports Second Quarter 2022 Financial Results ?Longeveron?s Phase 2a trial of Lomecel-B for patients with mild Alzheimer?s Disease proceeding on schedule, currently at 50% enrollment ? Japanese Pharmaceuticals and Medical Devices Agency Accepts Amended Aging Frailty study design August 8, 2022, allowing the trial to begin ? Top-line findin

August 12, 2022 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): August 12, 2022 Commission File No. 001-40060 Longeveron Inc. (Exact name of small business issuer as specified in its charter) Delaware 47-2174146 (State or other jurisdiction of inc

June 27, 2022 8-K

Submission of Matters to a Vote of Security Holders

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): June 24, 2022 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or Other Jurisdiction of Incorporation) (Commission File Numb

June 7, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): June 3, 2022 Longeveron Inc. (Exact name of registrant as specified in its charter) Delaware 001-40060 47-2174146 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

May 25, 2022 SC 13D/A

LGVN / Longeveron Inc. Class A / Soffer Donald M - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Longeveron Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 54303L104 (CUSIP Number) Donald M. Soffer 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136 Telephone: (305) 909-0840 Copies to: Paul Lehr L

May 13, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

May 13, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

May 13, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

May 13, 2022 EX-99.1

Longeveron Inc. Provides Corporate Update and Reports First Quarter 2022 Financial Results –Conference call scheduled for 8:30 a.m. ET today–

Exhibit 99.1 Longeveron Inc. Provides Corporate Update and Reports First Quarter 2022 Financial Results ?Conference call scheduled for 8:30 a.m. ET today? Miami, Florida - May 13, 2022? Longeveron Inc. (NASDAQ: LGVN) (?Longeveron? or ?Company?), a clinical stage biotechnology company developing cellular therapies for chronic aging-related and life-threatening conditions, today provided a business

May 13, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 13, 2022 Commission File No. 001-40060 Longeveron Inc. (Exact name of small business issuer as specified in its charter) Delaware 47-2174146 (State or other jurisdiction of incorp

May 9, 2022 EX-99.1

Longeveron Announces CEO Transition -Geoff Green stepping down as CEO, effective June 1, 2022 -K. Chris Min, M.D., Ph.D., current Chief Medical Officer, appointed Interim CEO -Nationwide search is underway for permanent CEO

Exhibit 99.1 Longeveron Announces CEO Transition -Geoff Green stepping down as CEO, effective June 1, 2022 -K. Chris Min, M.D., Ph.D., current Chief Medical Officer, appointed Interim CEO -Nationwide search is underway for permanent CEO Miami, FL ? May 9, 2022 ? Longeveron Inc. (NASDAQ: LGVN) (?Longeveron? or ?Company?) announced today the resignation of Chief Executive Officer (CEO) Geoff Green,

May 9, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): May 3, 2022 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

April 12, 2022 CORRESP

LONGEVERON INC. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136

LONGEVERON INC. 1951 NW 7th Avenue, Suite 520 Miami, Florida 33136 April 12, 2022 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Michael Davis Christine Westbrook Re: Acceleration Request of Longeveron Inc. Registration Statement on Form S-3, Filed April 5, 2022 File No. 333-264142 Ladies

April 5, 2022 EX-99.1

Longeveron Expands Executive Leadership Team; Appoints K. Chris Min, M.D., Ph.D. as Chief Medical Officer Dr. Min will lead global clinical development and regulatory strategy

Exhibit 99.1 Longeveron Expands Executive Leadership Team; Appoints K. Chris Min, M.D., Ph.D. as Chief Medical Officer Dr. Min will lead global clinical development and regulatory strategy Miami, Florida ? April 05, 2022 - Longeveron Inc. (NASDAQ: LGVN) (?Longeveron? or ?Company?), a clinical stage biotechnology company developing cellular therapies for chronic, aging-related and other specific li

April 5, 2022 EX-FILING FEES

Filing Fee Table, filed herewith

Exhibit 107 Calculation of Filing Fees Table Form S-3 (Form Type) Longeveron Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee (8) Carry Forward For

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