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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 17, 2026
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) |
|
(Zip Code) |
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 |
|
The Nasdaq Capital Market |
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.
Longeveron Inc. (the
“Company”) has appointed Nirav S. Jhaveri to serve as Chief Financial Officer, principal financial officer and principal accounting
officer of the Company, effective August 17, 2026 (the “Effective Date”).
Mr. Jhaveri, age
48, has over 25 years of biopharma and biotech leadership experience across public and private sectors, including experience as the
Chief Financial Officer of gene-therapy and biotech companies. Mr. Jhaveri most recently served as an independent strategic advisor
to select early-stage biotech companies where he advised the companies’ Chief Executive Officers on capital markets insights,
corporation position, investor targeting, and fundraising activities. Prior to that time, Mr. Jhaveri served as Chief Financial
Officer of Opus Genetics, Inc. (Nasdaq: IRD), a clinical-stage biopharmaceutical company, from February 2024 to June 2025, Insilico
Medicine, a global artificial intelligence-driven biotech company from 2021 to 2023, and Journey Medical Corporation (Nasdaq: DERM,
although pre-IPO during Mr. Jhaveri’s tenure), a commercial-stage pharmaceutical company from 2020 to 2021. Mr. Jhaveri
received his B.A. from University of Pennsylvania and his MBA from New York University.
Marie Washburn, who has
been serving as Chief Financial Officer of the Company will remain with the Company in her prior
role of Vice President and Corporate Controller.
In connection with his
appointment, Mr. Jhaveri has entered into a Letter Agreement (the “Agreement”) with the Company, pursuant to which he
will be entitled to receive an initial base salary of $400,000 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 his base salary, as well as short and long-term
equity incentive awards pursuant to the terms of the Company’s Fourth Amended and Restated 2021 Incentive Award Plan (or any successor
plan thereto). As of the Effective Date, Mr. Jhaveri will receive an equity award of 300,000 Restricted Stock Units which will vest quarterly
over a three-year period.
Under the Agreement, Mr. Jhaveri will also be
eligible for participation in standard Company employee benefit programs as well as termination and severance benefits. The foregoing
description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1
to this Current Report on Form 8-K.
There are no other arrangements
or understandings between Mr. Jhaveri and the Company or any other persons, pursuant to which Mr. Jhaveri was selected as Chief Financial
Officer of the Company. Mr. Jhaveri 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 Mr. Jhaveri had or will have
a direct or indirect material interest that are required to be disclosed under Item 404(a) of Regulation S-K.
A copy of the press release announcing the transition described herein
is attached to this report as Exhibit 99.1 and is hereby incorporated by reference.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Letter Agreement, dated August 17, 2026 |
| 99.1 |
|
Press Release |
| 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: August 19, 2026 |
/s/ Stephen Willard |
| |
Name: |
Stephen Willard |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1

Longeveron Appoints Nirav Jhaveri as Chief Financial
Officer
| ● | Mr. Jhaveri has over 25 years of experience in capital markets, corporate
finance, business development and investor relations, including more than 15 years in the biotech sector |
MIAMI, Fla., August 19, 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 Nirav Jhaveri, CFA, to the Company’s executive leadership team in the
role of Chief Financial Officer (“CFO”), principal financial officer and principal accounting officer. He succeeds Marie Washburn
who stepped into the role following the retirement of the prior CFO. Ms. Washburn will return to her former role as the Company’s
Corporate Controller.
“I am delighted to welcome Nirav as Longeveron’s
Chief Financial Officer,” said Steven H. Willard, Chief Executive Officer of Longeveron. “His significant experience in biotech
company corporate finance and capital markets will be a tremendous asset as Longeveron continues to advance the development of our stem
cell therapy across four indications, each addressing a significant unmet medical need. Our Phase 2b clinical trial evaluating laromestrocel
as a potential treatment for HLHS, a devastating rare pediatric and orphan designated indication, is anticipated to produce top-line trial
results in September of this year.”
Mr. Jhaveri commented, “I am incredibly
excited to join the Company at this potentially transformational period in its history. With strong initial data across multiple indications,
I believe Longeveron is well positioned to be a leader in advancing the adoption of stem cell therapy in healthcare. I look forward to
working closely with Steve, the Board of Directors and the entire Longeveron team to ensure the long-term success of laromestrocel while
enhancing the Company’s operational functions.”
Mr. Jhaveri has served as Chief Financial Officer
at public and venture-backed biotech companies, with over 25 years of experience in capital markets, corporate finance, business development,
and investor relations, including over 15 years in the biotech sector, and a track record across capital raising, licensing and M&A
transactions, and IPO readiness.
Before joining Longeveron, Mr. Jhaveri served
as CFO of Opus Genetics (Nasdaq: IRD), a gene therapy company focused on inherited retinal diseases; Insilico Medicine (HKEX: 3696.HK),
an AI-driven drug discovery company; and Journey Medical Corporation (Nasdaq: DERM), a commercial-stage dermatology company. Earlier in
his career, Mr. Jhaveri held roles in business development at Fortress Biotech, equity research at Citigroup, and investment banking at
Bank of America. He is a CFA (Chartered Financial Advisor) charterholder.
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 U.S. 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 investigational products, 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; our ability to reach alignment with the FDA and other regulatory authorities
on a potential path toward regulatory approval of our investigational products; 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 size of the market opportunity for certain of our investigational products, 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 products 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 products; our ability to obtain and maintain regulatory approval of our investigational products
in the U.S. and other jurisdictions; our plans relating to the further development of our investigational products, 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 a 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
###