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Longeveron gets Nasdaq minimum bid price notice, has until March 23, 2026 to regain compliance

Tickers LGVN

Nasdaq notified Longeveron (LGVN) on September 22, 2025 that its Class A common stock missed the $1.00 minimum bid price. The notice does not cause immediate delisting; a second 180-day period may be available.

Key facts

Company
Longeveron Inc. (NASDAQ: LGVN)
News type
Listings
Primary source
Longeveron Inc. Form 8-K filed September 26, 2025 (SEC EDGAR)
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Longeveron Inc. (Nasdaq: LGVN) disclosed on September 26, 2025 that it received a Nasdaq notice because its Class A common stock did not meet the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market. The company reported the notice in a Form 8-K under Item 3.01. The notice does not result in an immediate delisting, and the company has until March 23, 2026 to regain compliance.

What the notice says

On September 22, 2025, Longeveron received the notice from the Listing Qualifications Department of The Nasdaq Stock Market. It cites Nasdaq Listing Rule 5550(a)(2), the Minimum Bid Price Requirement, and says the stock fell short because its closing bid price was below $1.00 over the last 30 consecutive business days. Under Nasdaq Listing Rule 5810(c)(3)(A), the company has an initial period of 180 calendar days, until March 23, 2026, which the filing calls the Compliance Date.

How compliance is restored, and the harder step

Compliance comes if the bid price closes at $1.00 or more for at least ten consecutive business days before the Compliance Date. Nasdaq may use its discretion to raise that minimum period to up to 20 consecutive business days under Nasdaq Listing Rule 5810(c)(3)(H).

The filing also describes a more severe step. Under Nasdaq Listing Rule 5810(c)(3)(A)(iii), if the closing bid price is $0.10 or less for ten consecutive trading days before the Compliance Date, Nasdaq can issue a Staff Determination Letter. Unless appealed, that letter would subject the stock to immediate suspension and delisting.

A possible second period

If Longeveron does not regain compliance by the Compliance Date, the filing says it could be eligible for an additional 180 calendar day period. To qualify, it would have to meet the continued listing requirements for the market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, apart from the bid price. It would also need to give Nasdaq written notice of its intention to cure the deficiency during that period. The company says it will monitor the closing bid price and assess its options, and that there is no assurance it will regain compliance or meet other listing rules.

Cash and going concern

The 10-K, filed February 28, 2025, shows the company's cash position is thin. It reports cash and cash equivalents of $19.2 million as of December 31, 2024. The company said that balance would fund operating expenses and capital expenditure into the fourth quarter of 2025, based on its operating budget and cash flow forecast. It also expects cumulative losses to increase and says grant revenue is not likely to fully fund its clinical programs.

The financial statements show a net loss of $15,973 thousand for 2024, against $21,413 thousand for 2023, and a deemed dividend of $8,650 thousand from warrant inducement offers. The auditor's report in that 10-K contains a going concern paragraph. It says the company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain operations over the next 12 months, and that recurring losses and continued cash outflows from operations raise substantial doubt about its ability to continue as a going concern.

The clinical program

Longeveron is conducting a controlled Phase 2b trial, called ELPIS II, to compare its cell therapy Lomecel-B as an adjunct to standard care against standard care alone in hypoplastic left heart syndrome (HLHS). The 10-K calls ELPIS II the pivotal study for the HLHS program. The company also reports its Phase 2a CLEAR MIND trial in mild Alzheimer's disease, presented at the 2024 Alzheimer's Association International Conference. That trial reported a 48% reduction in whole brain volume loss and a 62% reduction in hippocampal volume loss, along with potential improvement in neuroinflammation in some but not all brain regions. These are Phase 2a results, and the company itself says the neuroinflammation finding holds in some brain regions but not all.

Signatories

Chief Financial Officer Lisa A. Locklear signed the 8-K.

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