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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):
March 3, 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)
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 3.01 Notice of
Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On March 4, 2026 Longeveron
Inc. (the “Company”) notified Nasdaq that, as a result of the resignation of Mr. Richard Kender as a member of the Board of
Directors (the “Board”) of the Company and as chairman of the Audit Committee and the audit committee financial expert, as
described below, the Company temporarily was no longer in compliance with Nasdaq Listing Rule 5605(c)(2)(A), which requires that the audit
committee of a listed company be composed of at least three independent directors and that at least one member qualifies as an audit committee
financial expert.
On March 4, 2026, the
Company appointed Dr. Roger Hajjar, an existing Board Member, as a member of the Audit Committee to satisfy Nasdaq Listing Rule 5605(c)(2)(A)’s
requirement that the audit committee of a listed company be composed of at least three (3) independent members. However, because no member
of the Audit Committee qualifies as an audit committee financial expert, the Company plans to appoint, or submit to the stockholders for
election, at least one (1) director that will be deemed both “independent” and an “audit committee financial expert,”
as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act of 1933, as amended, and under Nasdaq Listing
Rule 5605(c)(2), at the earlier of the next annual shareholders meeting or within the 180-day cure period available under Nasdaq Listing
Rule 5605(c)(4).
Item 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 3, 2026,
Mr. Richard Kender provided notice of his resignation from the Company’s Board of Directors (the “Board”) and
Audit Committee, to be effective immediately. Mr. Kender indicated that his decision to resign was due to his changing role at Seres
Therapeutics, where he has served on the Board for nearly 12 years, as Seres had just announced the day before (on March 2, 2026)
that Mr. Kender was assuming the role of Executive Chairman and Interim CEO of Seres Therapeutics, Inc., and not the result of any
disagreement with the Company on any matter related to the Company’s operations, policies or practices, or the Company’s
management or Board. Shortly thereafter, on March 4, 2026, the Board appointed existing Board member Dr. Roger Hajjar to the Audit
Committee.
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: March 6, 2025 |
/s/ Stephen Willard |
| |
Name: |
Stephen Willard |
| |
Title: |
Chief Executive Officer |
