Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On September 19, 2025, Longeveron Inc., a Delaware corporation (the "Company"), entered into an At The Market Offering Agreement (the "ATM Agreement") with H.C. Wainwright & Co., LLC ("Wainwright") providing for the sale and issuance by the Company of shares of its Class A common stock, par value $0.001 per share (the "Common Stock") from time to time, through or to Wainwright as the Company's sales agent or principal in an "at the market offering" program, with certain limitations on the amount of Common Stock that may be offered and sold by the Company, as set forth in the ATM Agreement (the "Offering").

The Company filed a prospectus supplement, dated September 19, 2025, including an accompanying base prospectus, dated April 4, 2025, contained therein (the "ATM Prospectus Supplement"), which together form a part of the Company's shelf registration statement on Form S-3 (File No. 333-286217), initially filed by the Company with the U.S. Securities and Exchange Commission (the "SEC") on March 28, 2025 and declared effective by the SEC on April 4, 2025 (the "Registration Statement") in connection with the offer and sale of shares of Common Stock pursuant to the ATM Agreement. The aggregate market value of the shares of Common Stock eligible for sale under the ATM Prospectus Supplement is currently $10,700,000, which is based on the limitations of General Instruction I.B.6 of Form S-3.

Pursuant to the ATM Agreement, Wainwright has agreed to use its commercially reasonable efforts, consistent with applicable state and federal law, rules and regulations, and the rules of The Nasdaq Capital Market ("Nasdaq"), to sell the shares of Common Stock from time to time. The Company will designate the parameters for the sale of shares of Common Stock, including the number of shares to be issued, the time period during which sales are requested to be made, limitations on the number of shares that may be sold on any trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the ATM Agreement, Wainwright may sell the shares by methods deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), including without limitation, sales made directly on Nasdaq or on any other existing trading market for the Common Stock or to or through a market maker. In addition, with the Company's prior written approval, Wainwright may also sell shares in privately negotiated transactions or block transactions. The gross sales price of the shares of Common Stock sold by Wainwright under the ATM Agreement as sales agent shall be the market price for the shares of Common Stock on Nasdaq at the time of sale.

The Company has no obligation to sell any shares of Common Stock under the ATM Agreement and the Company or Wainwright may at any time suspend offers under the ATM Agreement, pursuant to the terms therein. Wainwright is not obligated to purchase any shares of Common Stock on a principal basis pursuant to the ATM Agreement, except as otherwise specifically agreed by Wainwright and the Company in a separate agreement. No assurance can be given that the Company will sell any shares of Common Stock under the ATM Agreement, or if such sales occur, no assurance can be given as to the price or number of shares that will be sold, or the dates on which any such sales will take place.

The ATM Agreement provides that the Company will pay Wainwright a sales commission equal to 3.0% of the gross sales price of the shares of Common Stock sold by Wainwright pursuant to the ATM Agreement. The Company has agreed to provide Wainwright and certain affiliates of Wainwright with customary indemnification and contribution rights, including for liabilities under the Securities Act. The Company also will reimburse Wainwright up to $100,000 for reasonable fees and expenses incurred by its legal counsel in connection with entering into the transactions contemplated by the ATM Agreement (excluding any periodic due diligence fees) and up to $5,000 per due diligence session update in connection with filing its Annual Report on Form 10-K and $3,500 per applicable due diligence update session in connection with filing Quarterly Reports on Form 10-Q pursuant to the terms of the ATM Agreement, plus any incidental expense incurred by Wainwright in connection therewith.

The ATM Agreement contains customary representations and warranties and conditions to the placements of shares of Common Stock pursuant thereto. The representations and warranties in the ATM Agreement are made to, and solely for the benefit of, the parties thereto in the context of all the terms and conditions of the ATM Agreement and in the context of the specific relationship between the parties. The provisions of the ATM Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to the ATM Agreement and are not intended as a document for investors and the public to obtain factual information about the Company's current state of affairs. Rather, investors and the public should review the other disclosures contained in the Company's filings with the SEC.