Longeveron Inc

DEF 14A 1 def14a0224_longeveron.htm PROXY STATEMENT

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

Check the appropriate box:

Longeveron Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held on February 21, 2024

Dear Stockholders of Longeveron Inc.:

We are pleased to invite you to attend our Special Meeting of Stockholders to be held virtually on February 21, 2024 at 1:00 p.m. Eastern Time (the “Special Meeting”). At the Special Meeting, we will ask you to consider the following proposals:

1. To approve an amendment to our certificate of incorporation (the “Charter”) to effect a reverse stock split of our outstanding shares of Class A common stock, par value $0.001 per share (the “Class A Common Stock”) and Class B common stock, par value $0.001 per share (the “Class B Common Stock” and together with the Class A Common Stock, the “Common Stock”), at a ratio, ranging from one-for-five (1:5) to one-for-fifteen (1:15), with the exact ratio to be set within that range at the discretion of our Board of Directors without further approval or authorization of our stockholders (the “Reverse Stock Split Proposal”); and

2. To approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Reverse Stock Split Proposal (the “Adjournment Proposal”).

The Special Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to listen to the Special Meeting, submit your questions, and vote during the live webcast of the meeting by visitingwww.colonialstock.com/LGVN2024 shortly prior to the scheduled start of the meeting and entering the 16-digit control number found on the proxy card or voting instruction form.

The Reverse Stock Split Proposal was approved by our Board of Directors (the “Board”), at a ratio to be determined by the Board at a later date in its discretion, and requires the affirmative vote of the majority of the votes of Common Stock outstanding and entitled to vote on the proposal, to be approved.

Pursuant to the Company’s Bylaws, as amended (the “Bylaws”), the Board has fixed the close of business on January 26, 2024 as the Record Date for determining the stockholders entitled to notice of, and to vote at, the Special Meeting or any adjournments thereof. Only the stockholders of record of our Common Stock are entitled to receive notice of, and to vote at, the Special Meeting or any adjournments thereof.

Your vote is important. Whether or not you plan to participate in the meeting, we would like for your shares to be represented. Please vote as soon as possible via the Internet, telephone, or mail.

Sincerely,

/s/ Wa’el Hashad

Wa’el Hashad,

Chief Executive Officer

Whether or not you expect to participate in the Special Meeting, please vote via the Internet, by telephone, or complete, date, sign and promptly return the accompanying proxy card or voting instruction card in the enclosed postage-paid envelope so that your shares may be represented at the Special Meeting. If you attend the Special Meeting online and vote your shares at that time, your proxy will not be used.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be Held on February 21, 2024: Pursuant to the rules of the Securities and Exchange Commission (the “SEC”), with respect to the Special Meeting, we have elected to utilize the “full set delivery” option of providing paper copies of all of our proxy materials by mail. The Notice of Special Meeting of Stockholders and Proxy Statement are also available atwww.colonialstock.com/LGVN2024.

PROXY STATEMENT

SPECIAL MEETING OF STOCKHOLDERS

To Be Held On February 21, 2024

i

LONGEVERON INC.

PROXY STATEMENT

FOR SPECIAL MEETING OF STOCKHOLDERS

To Be Held at 1:00 p.m. Eastern Time on

February 21, 2024

This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our Board of Directors (the “Board” or “Board of Directors”) for use at the special meeting of stockholders of Longeveron Inc., a Delaware corporation, and any postponements, adjournments or continuations thereof (the “Special Meeting”). The Special Meeting will be held virtually on February 21, 2024 at 1:00 p.m. Eastern Time.

References in this Proxy Statement to “we,” “us,” “our,” the “Company” or “Longeveron” refer to Longeveron Inc. In addition, unless the context otherwise requires, references to “stockholders” are to the holders of our Class A Common Stock, par value $0.001 per share and our Class B Common Stock, par value $0.001 per share (collectively, our “Common Stock”).

This proxy statement contains important information for you to consider when deciding how to vote on the matters for which we are soliciting proxies. Please read it carefully.

The Special Meeting can be accessed via the Internet atwww.colonialstock.com/LGVN2024 where you will be able to listen to the meeting live, submit questions, and vote online. You are entitled to participate in the Special Meeting only if you were a stockholder of the Company as of the close of business on the Record Date, or if you hold a valid proxy for the Special Meeting. No physical meeting will be held.

This Proxy Statement is being made available to you because you own shares of our Common Stock as of the Record Date, which entitles you to vote at the Special Meeting. By use of a proxy, you can vote whether or not you attend the Special Meeting. This Proxy Statement describes the matters we would like you to vote on and provides information on those matters.

We have opted to provide our materials pursuant to the “full set delivery option” in connection with the Special Meeting. Under the full set delivery option, a company delivers paper copies of all proxy materials to each stockholder. The Notice of Special Meeting, this Proxy Statement and the form of proxy are first being mailed on or about February 5, 2024, to all stockholders entitled to vote at the Special Meeting. In addition to delivering proxy materials to stockholders, we must also post all proxy materials on a publicly accessible website and provide information to stockholders about how to access that website. Accordingly, you should have received our proxy materials by mail. These proxy materials are also available atwww.colonialstock.com/LGVN2024.

THE INFORMATION PROVIDED IN THE “QUESTION AND ANSWER” FORMAT

BELOW IS FOR YOUR CONVENIENCE ONLY AND IS MERELY A SUMMARY OF

THE INFORMATION CONTAINED IN THIS PROXY STATEMENT. YOU SHOULD

READ THIS ENTIRE PROXY STATEMENT CAREFULLY.