8-K 1 ea141615-8k_longeveron.htm CURRENT REPORT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 25, 2021

 

Longeveron Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-40060   47-2174146

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

1951 NW 7th Avenue, Suite 520, Miami, Florida 33136

(Address of Principal Executive Offices)

 

Registrant’s Telephone Number, Including Area Code: (305) 909-0840

  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

  

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class   Trading Symbol(s)  

Name of each exchange

on which registered

Class A Common Stock, $0.001 par value per share   LGVN   NASDAQ

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

 

Emerging Growth Company  ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

  

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On June 1, 2021, Ursula Ungaro will be appointed to the Board of Directors (the “Board”) of Longeveron Inc. (the “Company”), and will serve as a Class III Director with her term expiring at the Company’s 2024 annual stockholders’ meeting. In connection with her appointment to the Board, the Board has appointed Ms. Ungaro to its nominating and governance committees.

 

In connection with her appointment to the Board, and consistent with the Board’s current compensation arrangements with its non-employee directors, Ms. Ungaro will: (1) receive a grant of 5,000 shares of our Class A common stock, which shall be subject to vesting requirements, and (2) be eligible to receive the Company’s standard annual cash retainer for members of the Board and its committees that will be pro-rated based on the date of her appointment.

 

The Company also plans to enter into an indemnification agreement with Ms. Ungaro in the same form as the indemnification agreements that the Company has entered into with each of its directors. Furthermore, there are no arrangements or understandings between Ms. Ungaro and any other person pursuant to which she was selected as a director, and there have been no transactions since the beginning of the Company’s last fiscal year, or currently proposed, regarding Ms. Ungaro that are required to be disclosed by Item 404(a) of Regulation S-K.

 

A copy of the Company’s press release announcing the appointment of Ms. Ungaro is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits

 

Exhibit No.   Description
99.1   Press Release dated _May 25, 2021 furnished herewith

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  LONGEVERON INC.
   
Date: May 25, 2021

/s/ Geoff Green

  Name:  Geoff Green
  Title:  Chief Executive Officer