Longeveron (LGVN) Proxy Filing summary

Executive summary

• Special Meeting will be held virtually for shareholders to vote on two key proposals: a reverse stock split and potential adjournment to solicit more votes if needed.

• The reverse stock split aims to increase the per-share price of Class A Common Stock to meet Nasdaq's minimum bid price requirement and enhance marketability.

• The Board has discretion to set the split ratio between 1-for-5 and 1-for-20 and to determine the timing or abandonment of the split.

• If approved, the split will reduce outstanding shares but not affect authorized share capital or materially change shareholder rights.

• Risks include potential decreased liquidity, odd-lot holdings, and no guarantee of sustained price increase.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) amending the Certificate of Incorporation to effect a reverse stock split, and (2) adjourning the meeting if more time is needed to solicit votes.

• The Board recommends voting FOR both proposals.

• Stockholder proposals for the 2026 annual meeting must be submitted between February 15 and March 14, 2026.

Board of directors and corporate governance

• The Board has full discretion to implement or abandon the reverse stock split up to December 31, 2026.

• The Board may adjust the split ratio based on market conditions and company needs.