New Longeveron (NASDAQ: LGVN) CFO and reverse stock split approval
Rhea-AI Filing Summary
Longeveron Inc. announced leadership and capital structure changes. The company appointed Marie Washburn as Senior Vice President and Chief Financial Officer, principal financial officer and principal accounting officer, effective July 13, 2026, succeeding Lisa Locklear. Her package includes a $340,000 base salary, a target annual cash incentive equal to 45% of salary, and an initial grant of 130,000 time-based restricted stock units.
The Board also appointed Dr. Arjun “JJ” Desai as a Class III director to fill a current vacancy. At the July 1, 2026 annual meeting, stockholders approved an amendment to the charter increasing authorized Class A common stock to 175,000,000 shares, authorized a reverse stock split in a range of 1:2 to 1:20 at the Board’s discretion, and increased the 2021 Incentive Award Plan share pool by 5,000,000 shares. Stockholders also re-elected three directors and ratified the 2026 independent auditor.
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Insights
Longeveron pairs a CFO transition with substantial share authorization and equity plan increases.
Longeveron is elevating internal finance leader Marie Washburn to CFO with a compensation package including a $340,000 base salary, a 45% bonus target, and 130,000 restricted stock units. This suggests continuity in financial leadership drawn from an existing controller-level executive.
On governance and capital, stockholders approved increasing authorized Class A common stock to 175,000,000 shares and a reverse stock split authority in the 1:2–1:20 range. They also added 5,000,000 shares to the 2021 Incentive Award Plan and elected Dr. Arjun “JJ” Desai as a Class III director, reinforcing the board’s composition.
These authorizations give the Board flexibility to manage listing requirements and future financing or equity compensation needs. Actual effects on ownership and per-share metrics will depend on if and how the Board uses the reverse split authority and additional authorized and plan shares in future actions.
8-K Event Classification
Key Figures
Key Terms
reverse stock split financial
Class A common stock financial
Restricted Stock Units financial
2021 Incentive Award Plan financial
Orphan Drug designation regulatory
Regenerative Medicine Advanced Therapy (RMAT) designation regulatory
FAQ
What executive leadership change did Longeveron (LGVN) announce in this 8-K?
What is the new Longeveron (LGVN) CFO’s compensation package?
What reverse stock split authority did Longeveron (LGVN) receive?
How did Longeveron (LGVN) change its 2021 Incentive Award Plan?
Who is the new director appointed to Longeveron’s (LGVN) Board?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) As previously disclosed, on June 1, 2026, Lisa Locklear, Chief Financial Officer of Longeveron Inc. (the “Company”), provided notice to the Company of her decision to step down as Chief Financial Officer of the Company, effective July 10, 2026. In connection with Ms. Locklear’s departure, on June 30, 2026, the Company appointed Marie Washburn to the Company’s executive leadership team in the role of Senior Vice President and Chief Financial Officer (“CFO”), principal financial officer and principal accounting officer of the Company, effective July 13, 2026 (the “Effective Date”).
Ms. Washburn, age 51, has served as the Company’s Vice President and Corporate Controller since November 2025. Before joining the Company, Ms. Washburn spent over 20 years in the pharmaceutical and biotech sectors in leadership roles, most recently serving as the Vice President of Finance at Fore Biotherapeutics, Inc., a precision oncology company developing cancer therapies from January 2025 to June 2025 as well as serving from December 2019 to June 2024 in multiple roles at Axcella Health, Inc., a clinical-stage biotechnology company targeting treatment of complex diseases using endogenous metabolic modulator (EMM) compositions, including as Executive Director, Accounting and Corporate Controller, Vice President of Finance, Acting Chief Accounting Officer, and a consultant. Prior to that time, Ms. Washburn was the Senior Director of Finance and Corporate Controller from July 2018 to October 2019 at Generation Bio (acquired by XOMA Royalty Corporation in February 2026), a biotechnology company developing therapeutics for people living with T cell-driven autoimmune diseases; and before that, Ms. Washburn served in several roles for Momenta Pharmaceuticals (acquired by Johnson & Johnson in October 2020), a biotechnology company focused on discovering and developing novel therapeutics to treat rare, immune-mediated diseases, from November 2005 to June 2018, including a stint as Corporate Controller from June 2012 to June 2018. Ms. Washburn received a B.S. in Business Administration from Bryant University in 1997.
In connection with her appointment, the Company and Ms. Washburn entered into a Letter Agreement (the “Agreement”), effective as of the Effective Date. Pursuant to the Agreement, Ms. Washburn will be entitled to receive a base salary of $340,000 per year, and is eligible to participate in the Company’s performance-based annual cash incentive plan, with an award target equal to forty-five percent (45%) of her base salary, as well as short and long-term equity incentive awards pursuant to the terms of the Company’s 2021 Incentive Award Plan, as amended and/or amended or restated to date (or any successor plan thereto). As of the Effective Date, Ms. Washburn will receive an equity award of 130,000 time-based vesting Restricted Stock Units. Under the Agreement, Ms. Washburn will also be eligible for participation in standard Company employee benefit programs as well as termination and severance benefits.
There are no other arrangements or understandings between Ms. Washburn, on the one hand, and the Company or any other persons, on the other hand, pursuant to which Ms. Washburn was selected as Senior Vice President and CFO of the Company. Ms. Washburn has no family relationships with any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company. There have been no transactions since the beginning of the Company’s last fiscal year, or currently proposed, in which the Company was or is to be a participant and in which Ms. Washburn had or will have a direct or indirect material interest that are required to be disclosed under Item 404(a) of Regulation S-K. On July 6, 2026, the Company issued a press release announcing the appointment of Ms. Washburn as Senior Vice President and CFO, a copy of which is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
(d) Additionally, on July 2, 2026, the Company's Board of Directors (the “Board”) appointed Dr. Arjun “JJ” Desai, age 45, to fill a current vacancy on the Board as a Class III director. In connection with his appointment to the Board, Dr. Desai will receive compensation consistent with the Board’s current compensation arrangement for Board members, pro-rated in accordance with his service time for the year. The Company also intends to enter into an indemnification agreement with Dr. Desai in the same form as the indemnification agreements entered into with each of its directors.
There are no arrangements or understandings between Dr. Desai and any other person pursuant to which he was selected as a director. Further, there have been no transactions since the beginning of the Company’s last fiscal year, or currently proposed, in which the Company was or is to be a participant and in which Dr. Desai had or will have a direct or indirect material interest that are required to be disclosed by Item 404(a) of Regulation S-K.
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As further described below in Item 5.07 of this Current Report on Form 8-K (“Form 8-K”), at the 2026 annual meeting of stockholders of the Company held on July 1, 2026 (the “Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation, as amended (the “Charter”) to increase the number of authorized shares of Class A common stock to 175,000,000 shares (the “Charter Amendment”). The Board previously approved the Charter Amendment, subject to stockholder approval at the Annual Meeting. On July 1, 2026, the Company filed a Certificate of Amendment to the Charter with the Delaware Secretary of State, which became effective upon filing. The foregoing description is a summary only, and is qualified in its entirety by reference to the complete text of the Certificate of Amendment, which is being filed as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The Company’s Annual Meeting was held on July 1, 2026.
(b) Six (6) proposals were submitted by the Board to a vote of the Company’s stockholders, and the final results of the voting on each proposal, rounded to the nearest whole share, are noted below.
The Company’s stockholders: (i) elected the Board’s Class II director nominees Stephen Willard, Leah Rush Cann, and Deborah Ascheim for three-year terms expiring at the 2029 annual meeting of stockholders, or until their respective successors are duly elected and qualified as directors or their earlier resignation, disqualification, disability or removal; (ii) approved an amendment to the Company’s Charter to increase the number of shares of Class A common stock authorized to 175,000,000 shares; (iii) approved an amendment to the Company’s Charter to effect a reverse stock split of common stock at a ratio of one-for-two (1:2) to one-for-twenty (1:20), with the exact ratio within such range to be determined by the Board at their discretion without further approval or authorization of the Company’s stockholders; (iv) approved an amendment to the Third Amended and Restated Longeveron Inc. 2021 Incentive Award Plan (as amended, the “Plan”) to increase the number of shares authorized by the Plan by 5,000,000 shares and to make commensurate changes to the Plan; (v) ratified the appointment of CBIZ CPAs P.C. as the Company's independent registered public accounting firm for fiscal 2026; and (vi) approved a proposal to adjourn the Annual Meeting to a later date, 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 Proposal No. 2 or Proposal No. 3.
Copies of (1) the amendment to the Company’s Charter, to increase the number of shares of Class A common stock authorized to 175,000,000 shares and (2) the Plan are filed as Exhibits 3.1 and 10.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Proposal No. 1 – Election of Directors
| Nominee | For | Withheld | Broker Non Vote | |||||||||
| Stephen Willard | 15,262,728 | 234,534 | 10,344,203 | |||||||||
| Nominee | For | Withheld | Broker Non Vote | |||||||||
| Leah Rush Cann | 15,133,840 | 363,422 | 10,344,203 | |||||||||
| Nominee | For | Withheld | Broker Non Vote | |||||||||
| Deborah Ascheim | 15,261,419 | 235,843 | 10,344,203 | |||||||||
Proposal No. 2 – Approval of amendment to the Company’s Certificate of Incorporation, as amended, to increase the number of shares of Class A common stock authorized to 175,000,000 shares
| For | Against | Abstain | Broker Non Vote | |||
| 22,390,677 | 2,504,778 | 142,180 | 803,830 |
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Proposal No. 3 - Approval of Amendment to the Company’s Certificate of Incorporation, as amended, to effect a reverse stock split of common stock at a ratio of 1:2 to 1:20, with the exact ratio within such range to be determined by the Board of Directors of the Company at their discretion
| For | Against | Abstain | Broker Non Vote | |||
| 20,041,281 | 4,378,223 | 618,132 | 803,829 |
Proposal No. 4 - Approval of Amendment to the Third Amended and Restated Longeveron Inc. 2021 Incentive Award Plan, to increase the maximum number of shares authorized by the Plan by 5,000,000 shares and to make commensurate changes to the Plan
| For | Against | Abstain | Broker Non Vote | |||
| 13,729,508 | 1,686,673 | 81,080 | 10,344,204 |
Proposal No. 5 - Ratification of the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026
| For | Against | Abstain | Broker Non Vote | |||
| 25,380,231 | 298,318 | 162,916 | 0 |
Proposal No. 6 – Approval of a proposal to adjourn the Annual Meeting, if necessary or appropriate, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with the approval of Proposals Two or Three.
| For | Against | Abstain | Broker Non Vote | |||
| 24,071,228 | 1,701,833 | 68,400 | 4 |
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K and certain of the materials filed herewith contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which reflect management’s current expectations, assumptions, and estimates of future operations, performance and economic conditions, and involve known and unknown risks, uncertainties and other important factors that could cause actual results, performance or achievements to differ materially from those anticipated, expressed, or implied by the statements made herein. The forward-looking statements in this Current Report on Form 8-K are made on the basis of the views and assumptions of management regarding future events and business performance as of the date this Current Report on Form 8-K is filed with the SEC. We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which we operate and financial trends that we believe may affect our business, financial condition, results of operations and prospects, and these forward-looking statements are not guarantees of future performance or development. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause actual events, results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements contained in this Current Report on Form 8-K or the materials furnished or filed herewith.
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These forward-looking statements are made as of the date of this Current Report on Form 8-K and are subject to a number of risks, uncertainties and assumptions described in greater detail in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on March 17, 2026, its Quarterly Reports on Form 10-Q, and other filings with the Securities and Exchange Commission. In addition, any forward-looking statements represent the Company’s views only as of today and should not be relied upon as representing its views as of any subsequent date. These statements are inherently uncertain, and the Company disclaims any intention or obligation, other than imposed by law, to update or revise any forward-looking statements, whether as a result of new information, future, events or otherwise occurring after the date this Current Report on Form 8-K is filed.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The exhibits listed in the following Exhibits Index are filed as part of this Current Report on Form 8-K.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Certificate of Incorporation of Longeveron Inc., as amended | |
| 10.1 | Fourth Amended and Restated Longeveron Inc. 2021 Incentive Award Plan (incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on May 20, 2026). | |
| 99.1 | Press Release dated July 6, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: July 6, 2026 | /s/ Stephen Willard | |
| Name: | Stephen Willard | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
Longeveron® Appoints Marie Washburn as Chief Financial Officer
| · | Ms. Washburn has over 20 years of experience in leadership roles in the pharmaceutical and biotech sectors |
| · | Corporate focus on delivering top-line results from the Phase 2b clinical trial evaluating its stem cell therapy in Hypoplastic Left Heart Syndrome (HLHS), anticipated in the third quarter of 2026 |
MIAMI, Fla. July 6, 2026 -- Longeveron Inc. (NASDAQ: LGVN a clinical stage biotechnology company developing cellular therapy for life-threatening, rare pediatric and chronic aging-related conditions, today announced that the Company has appointed Marie Washburn to the Company’s executive leadership team in the role of Senior Vice President and Chief Financial Officer (“CFO”), principal financial officer and principal accounting officer, effective July 13, 2026. She succeeds Lisa Locklear who, as previously announced, is stepping down to pursue board opportunities and other professional and personal interests.
“Marie has had a tremendously positive impact on the Company since joining last year and I am delighted to welcome her as CFO, particularly at this exciting time in Longeveron’s history developing stem cell therapies for vulnerable populations,” said Steven H. Willard, Chief Executive Officer of Longeveron. “With our Phase 2b clinical trial evaluating laromestrocel as a potential treatment for HLHS anticipated to produce top-line trial results in third quarter of this year, Longeveron is poised for a significant transformation of our business and development programs.”
Ms. Washburn commented, “This is an extraordinary time for Longeveron and our stem cell therapy laromestrocel. The Company is well positioned for continued success with a clear patient-focused approach, strong foundational science and impressive clinical data to date. I look forward to working with the Longeveron team to ensure the long-term success of laromestrocel while focusing on the Company’s operational, financial and accounting functions.”
Ms. Washburn has served as the Company’s Vice President and Corporate Controller since November 2025. Before joining the Company, Ms. Washburn spent over 20 years in the pharmaceutical and biotech sectors in leadership roles, most recently serving as the Vice President of Finance at Fore Biotherapeutics, Inc., a precision oncology company developing cancer therapies from January 2025 to June 2025; serving from December 2019 to June 2024 in multiple roles at Axcella Health, Inc., a clinical-stage biotechnology company targeting treatment of complex diseases using endogenous metabolic modulator (EMM) compositions, including as Executive Director, Accounting and Corporate Controller, Vice President of Finance, Acting Chief Accounting Officer, and a consultant. Prior to that time, Ms. Washburn was the Senior Director of Finance and Corporate Controller from July 2018 to October 2019 at Generation Bio (acquired by XOMA Royalty Corporation in February 2026), a biotechnology company developing therapeutics for people living with T cell-driven autoimmune diseases; and before that, Ms. Washburn served in several roles for Momenta Pharmaceuticals (acquired by Johnson & Johnson in October 2020), a biotechnology company focused on discovering and developing novel therapeutics to treat rare, immune-mediated diseases, from November 2005 to June 2018, including a stint as Corporate Controller from June 2012 to June 2018. Ms. Washburn received a B.S. in Business Administration from Bryant University in 1997.
About Longeveron Inc.
Longeveron is a clinical stage biotechnology company developing regenerative medicines to address unmet medical needs. The Company’s lead investigational product is laromestrocel (Lomecel-B®), an allogeneic mesenchymal stem cell (MSC) therapy product isolated from the bone marrow of young, healthy adult donors. Laromestrocel has multiple potential mechanisms of action encompassing pro-vascular, pro-regenerative, anti-inflammatory, and tissue repair and healing effects with broad potential applications across a spectrum of disease areas. Longeveron is pursuing four pipeline indications: hypoplastic left heart syndrome (HLHS), Alzheimer’s disease, Pediatric Dilated Cardiomyopathy (DCM) and Aging-related Frailty. Laromestrocel development programs have received five distinct and important FDA designations: for the HLHS program - Orphan Drug designation, Fast Track designation, and Rare Pediatric Disease designation; and, for the AD program - Regenerative Medicine Advanced Therapy (RMAT) designation and Fast Track designation. For more information, visit www.longeveron.com or follow Longeveron on LinkedIn, X, and Instagram.
Forward-Looking Statements
Certain statements in this press release that are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, which reflect management’s current expectations, assumptions, and estimates of future operations, performance and economic conditions, and involve known and unknown risks, uncertainties, and other important factors that could cause actual results, performance, or achievements to differ materially from those anticipated, expressed, or implied by the statements made herein. Forward-looking statements are generally identifiable by the use of forward-looking terminology such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expects,” “intend,” “looks to,” “may,” “on condition,” “plan,” “potential,” “predict,” “preliminary,” “project,” “see,” “should,” “target,” “will,” “would,” or the negative thereof or comparable terminology, although not all forward-looking statements contain these words, or by discussion of strategy or goals or other future events, circumstances, or effects. Factors that could cause actual results to differ materially from those expressed or implied in any forward-looking statements in this release include, but are not limited to, the ability of our clinical trials to demonstrate safety and efficacy of our product candidates, and other positive results; our ability to successfully transition toward a more capital-efficient, asset-light operating model; our ability to secure one or more strategic licensing partnerships for our stem cell therapy laromestrocel in our development programs; the ability to reach alignment with the FDA on a potential path toward regulatory approval; receipt of trial results and other available evidence sufficient to support the Company filing a BLA following the readout of top-line results of the ELPIS II data; the timing and focus of our ongoing and future preclinical studies and clinical trials, and the reporting of data from those studies and trials; market and other conditions, our cash position and need to raise additional capital, the difficulties we may face in obtaining access to capital, and the dilutive impact it may have on our investors; our financial performance, and ability to continue as a going concern; the period over which we estimate our existing cash and cash equivalents will be sufficient to fund our future operating expenses and capital expenditure requirements; the ability of our clinical trials to demonstrate safety and efficacy of our investigational product candidates, and other positive results; the timing and focus of our ongoing and future preclinical studies and clinical trials, and the reporting of data from those studies and trials; the size of the market opportunity for certain of our investigational product candidates, including our estimates of the number of patients who suffer from the diseases we are targeting; our ability to scale production and commercialize the investigational product candidate for certain indications; the success of competing therapies that are or may become available; the beneficial characteristics, safety, efficacy and therapeutic effects of our investigational product candidates; our ability to obtain and maintain regulatory approval of our investigational product candidates in the U.S. and other jurisdictions; our plans relating to the further development of our investigational product candidates, including additional disease states or indications we may pursue; our plans and ability to obtain or protect intellectual property rights, including extensions of existing patent terms where available and our ability to avoid infringing the intellectual property rights of others; the need to hire additional personnel and our ability to attract and retain such personnel; and our estimates regarding expenses, future revenue, capital requirements and needs for additional financing.
Further information relating to factors that may impact the Company’s results and forward-looking statements are disclosed in the Company’s filings with the Securities and Exchange Commission, including Longeveron’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on March 17, 2026, its Quarterly Reports on Form 10-Q, and its Current Reports on Form 8-K. The Company operates in highly competitive and rapidly changing environment; therefore, new factors may arise, and it is not possible for the Company’s management to predict all such factors that may arise nor assess the impact of such factors or the extent to which any individual factor or combination thereof, may cause results to differ materially from those contained in any forward-looking statements. The forward-looking statements contained in this press release are made as of the date of this press release based on information available as of the date of this press release, are inherently uncertain, and the Company disclaims any intention or obligation, other than imposed by law, to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Investor and Media Contact:
Derek Cole
Investor Relations Advisory Solutions
derek.cole@iradvisory.com
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