Longeveron Inc-A美股招股说明书(2026-04-17版)

30,865,385 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 time, of up to 30,865,385 shares of our Class A Common Stock, par value $0.001 per share (“Class A common stock”).Of the shares of ClassA common stock registered for resale hereunder: (i)6,013,384 shares were issued to certain of the SellingStockholders upon the closing of the private placement contemplated by a Purchase Agreement executed March 10, 2026 (the“Purchase Agreement”), (ii)22,832,770 shares are issuable to certain of the Selling Stockholders upon conversion of up to 11,873.04shares of Series A Non-Voting Preferred Stock, par value $0.001 per share (“Series A preferred stock”) issued to certain SellingStockholders upon the closing of the private placement contemplated by the Purchase Agreement, and (iii)2,019,231 shares areissuable to designees (or their assignees) of the placement agent upon the exercise of placement agent warrants to purchase shares ofour ClassA common stock that were issued in accordance with the engagement agreement executed as of June 11, 2025, as amendedon August 3, 2025 and December 12, 2025 upon the closing of the private placement (the “PA Warrants”). The PA Warrants are initially exercisable at an exercise price of $0.65 per share of Class A common stock. We registered the offer andsale of Class A common stock on behalf of the Selling Stockholders to satisfy certain registration rights that we have granted to theSelling Stockholders. Each Selling Stockholder may, from time to time, sell, transfer, or otherwise dispose of any or all of the Class A common stock on anystock exchange, market, or trading facility on which shares of our Class A common stock are traded or in private transactions. Thesedispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, atvarying prices determined at the time of sale, or at negotiated prices. The Selling Stockholders will bear all commissions anddiscounts, if any, attributable to the sales of Class A common stock. We will bear all other costs, expenses, and fees in connection withthe registration of the Class A common stock. See “Plan of Distribution” section of this prospectus. We are not offering any shares of our Class A common stock for sale under this prospectus. We will not receive any of the proceedsfrom the sale or other disposition of our Class A common stock by the Selling Stockholders. However, we may receive proceeds of upto approximately $1,312,500 if all of the PA Warrants covered by this prospectus are exercised for cash, based on the per shareexercise price of the PA Warrants held by the Selling Stockholders. Our Class A common stock is traded on the NASDAQ Capital Market under the symbol “LGVN”. On April 9, 2026, the last reportedsale price for our Class A common stock as reported on the NASDAQ Capital Market was $1.11 per share. Investing in our securities involves a high degree of risk. Before making any investment in these securities, you should considercarefully the risks and uncertainties in the “Risk Factors” section of this prospectus and in the other documents that areincorporated by reference. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contraryis a criminal offense. The date of this prospectus is April 17, 2026 TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1THE OFFERING9CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS10INDUSTRY AND MARKET DATA11RISK FACTORS12DIVIDEND POLICY21USE OF PROCEEDS21DETERMINATION OF OFFERING PRICE22THE SELLING STOCKHOLDERS22PLAN OF DISTRIBUTION27DESCRIPTION OF SECURITIES TO BE REGISTERED29LEGAL MATTERS32EXPERTS32WHERE YOU CAN FIND MORE INFORMATION32INCORPORATION OF CERTAIN INFORMATION BY REFERENCE33 ABOUT THIS PROSPECTUS This prospectus provides you with a general description of the Class A common stock that may be resold by the Selling Stockholders.In certain circumstances, we may provide a prospectus supplement that will contain specific information about the terms of a particularoffering by the Selling Stockholders. We also may provide a prospectus supplement to add information to, or update or changeinformation contained in, this prospectus. To the extent there is a conflict between the information contained in this prospectus and anyprospectus supplement, you should rely on the information in the prospectus supplement, provided that if any statement in one of thesedocuments is inconsistent with a statement in another document having a later date — for example, a document i