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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):
August 27, 2025
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 August 27, 2025, Longeveron
Inc. (the “Company”) and Wa’el Hashad, Chief Executive Officer, determined that Mr. Hashad would step down from
his role as Chief Executive Officer and member of the Company’s Board of Directors (the “Board”), effective immediately,
so as to allow Mr. Hashad to pursue other opportunities. In connection with Mr. Hashad’s departure, the Board has appointed Than
Powell, the Company’s current Chief Business Officer and head of business development, to serve as interim Chief Executive Officer,
effective September 4, 2025, and until such time as a permanent successor has been identified.
Further, the Board has
appointed Dr. Joshua Hare, the Company’s founder, Chief Science Officer and current Board Chair, as Executive Chairman of the Board.
Mr. Powell, age 47, has over 25 years of pharmaceutical
and biotech leadership across multiple industry-leading organizations, including GSK and Eli Lilly. Prior to Longeveron, Mr. Powell led
Corporate Development & Strategy for Surescripts, ultimately resulting in the company’s acquisition by TPG. Before that role,
Mr. Powell was founder and CEO of Epulate, a venture-backed health technology company focused on Transplant Immunology. Mr. Powell holds
a Bachelor of Arts in Economics from DePauw University and a Master of Business Administration from Stanford University, Graduate School
of Business. In the role of interim Chief Executive Officer, Mr. Powell will be entitled to receive a base salary of $500,000, potential
prorated target bonus payments at 60% of base salary, and an equity grant consisting of restricted stock units and stock options, subject
to vesting.
There are no arrangements or understandings
between Mr. Powell and any other person pursuant to which he was selected as an officer. Mr. Powell has no direct or indirect material
interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
9.01 Financial Statements and Exhibits
(d) Exhibits.
The exhibit listed in the following Exhibit
Index is filed as part of this Current Report on Form 8-K.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated September 3, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: September 3, 2025 |
/s/
Lisa Locklear |
| |
Name: |
Lisa Locklear |
| |
Title: |
Chief Financial Officer |
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