Form 8-K - 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): July 20, 2023

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 7^th 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 20, 2023 Longeveron Inc. (“Longeveron” or the “Company”) announced the appointment of Lisa Locklear to the Longeveron executive leadership team in the role of Executive Vice President and Chief Financial Officer (“CFO”), principal financial officer and principal accounting officer, effective July 31, 2023 (the “Effective Date”). James Clavijo, who has been serving as interim CFO on a consulting basis while the Company searched for a permanent CFO, will step down from that interim position as of July 31, 2023 but will continue to be available to the Company and Ms. Locklear as needed during her transition.

Ms. Locklear, age 62, most recently served as Senior Vice President and CFO of Avanir Pharmaceuticals from September 2018 to December 2022. Prior to that, Ms. Locklear served as Senior Vice President and CFO for GSN Games, Inc. from 2016 to 2017. In connection with her appointment, the Company and Ms. Locklear have entered into a letter agreement, effective as of the Effective Date (the “Agreement”). Pursuant to the Agreement, Ms. Locklear’s initial annual base salary will be $400,000, and she is eligible to participate in the Company’s performance-based annual cash incentive plan, with an award target equal to 45% of her base salary, as well as short and long-term equity incentive awards pursuant to the terms of the Longeveron 2021 Incentive Award Plan. As of the Effective Date, Ms. Locklear will receive an equity award of 40,000 time-based vesting Restricted Stock Units. Ms. Locklear is also entitled to receive other employee benefits generally available to all employees of Longeveron.

In the event Ms. Locklear is terminated without Cause or Ms. Locklear resigns for Good Reason, as those terms are defined in the Agreement, Ms. Locklear will be entitled to severance benefits in the amount of three (3) months of her then existing base salary for every year she has been a full-time employee of the Company and any earned but unpaid bonus for any prior completed fiscal year.

Ms. Locklear has no family relationships that require disclosure pursuant to Item 401(d) of Regulation S-K and has not been involved in any transactions that require disclosure pursuant to Item 404(a) of Regulation S-K. There is no arrangement or understanding between Ms. Locklear and any other person pursuant to which Ms. Locklear was appointed as Longeveron's CFO.

On July 20, 2023, Longeveron issued a press release announcing the appointment of Ms. Locklear as Executive Vice President and Chief Financial Officer, a copy of which is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

Item 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 July 20, 2023.
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: July 20, 2023	/s/ Wa’el Hashad
	Name:	Wa’el Hashad
	Title:	Chief Executive Officer

Exhibit 99.1

Longeveron Appoints Lisa Locklear as Chief Financial Officer

MIAMI, FL, July 20, 2023 (GLOBE NEWSWIRE) -- Longeveron Inc. (NASDAQ: LGVN) (“Longeveron” or “Company”), a clinical stage biotechnology company developing cellular therapies for life-threatening and chronic aging-related conditions, announced today the appointment of Lisa Locklear as Executive Vice President and Chief Financial Officer. Ms. Locklear is an accomplished leader with global business experience, and is a respected finance professional in the biopharmaceutical industry. The appointment is effective as of July 31, 2023.

“Lisa brings to Longeveron keen strategic perspective and expansive industry knowledge, and her financial leadership ability will be vital as we continue advancing our innovative cellular therapy assets toward important milestones,” said Wa’el Hashad, Longeveron CEO. “We are excited to welcome Lisa to our executive leadership team.”

“I am intrigued by the potential of Lomecel-B™ in therapeutic areas in critical need of innovation such as hypoplastic left heart syndrome, and thrilled to be joining Longeveron at this pivotal moment,” said Ms. Locklear. “I am eager to collaborate with Wa’el, my colleagues on our leadership team, and our Board of Directors to establish a strong financial foundation for Longeveron and help realize this asset’s full potential.”

Ms. Locklear joins Longeveron from Avanir Pharmaceuticals, a subsidiary of Otsuka, where she served as Senior Vice President and CFO. During her time at Avanir, Ms. Locklear was instrumental in enhancing the financial and technology related processes, systems, and people during a period of rapid growth. Prior to Avanir, she held senior financial roles at GSN Games, CoreLogic, Ingram Micro, the Walt Disney Company, and Price Waterhouse (now PwC), with assignments in Paris and London. Ms. Locklear has been recognized by the Healthcare Businesswomen’s Association with the Luminary award, an honor that underscores her dedication to fostering the growth of other women’s careers and her unwavering commitment to the healthcare industry. In addition to her professional career, Ms. Locklear serves on several philanthropic boards. She currently chairs the Board of Governors for the Gemological Institute of America (GIA), and serves on the boards of the Pacific Marine Mammal Center and the Orange County United Way, and is a member of the National Association of Corporate Directors (NACD). Ms. Locklear holds a B.S. in plant science from the University of California, Davis, and an MBA from the University of California, Irvine. She is a licensed CPA (inactive), and is a member of the American Institute of Certified Public Accountants, California Society of CPAs, and Financial Executives International.

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 Lomecel-B™ an allogeneic medicinal signaling cell (MSC) therapy product isolated from the bone marrow of young, healthy adult donors. Lomecel-B™ has multiple 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 currently advancing Lomecel-B™ through clinical trials in three indications: hypoplastic left heart syndrome (HLHS), Alzheimer’s Disease, and Aging-Related Frailty. Additional information about the Company is available at www.longeveron.com.

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 risks and uncertainties that could cause actual results to differ materially from those anticipated by the statements made herein. Forward-looking statements are generally identifiable by the use of forward-looking terminology such as “believe,” “expects,” “may,” “looks to,” “will,” “should,” “plan,” “intend,” “on condition,” “target,” “see,” “potential,” “estimates,” “preliminary,” or “anticipates” or the negative thereof or comparable terminology, 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, statements about the ability of Longeveron’s clinical trials to demonstrate safety and efficacy of the Company’s product candidates, and other positive results; the timing and focus of the Company’s 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 the Company’s product candidates, including its estimates of the number of patients who suffer from the diseases being targeted; the success of competing therapies that are or may become available; the beneficial characteristics, safety, efficacy and therapeutic effects of the Company’s product candidates; the Company’s ability to obtain and maintain regulatory approval of its product candidates in the U.S., Japan and other jurisdictions; the Company’s plans relating to the further development of its product candidates, including additional disease states or indications it may pursue; the Company’s plans and ability to obtain or protect intellectual property rights, including extensions of existing patent terms where available and its ability to avoid infringing the intellectual property rights of others; the need to hire additional personnel and the Company’s ability to attract and retain such personnel; the Company’s estimates regarding expenses, future revenue, capital requirements and needs for additional financing; the Company’s need to raise additional capital, and the difficulties it may face in obtaining access to capital, and the dilutive impact it may have on its investors; the Company’s financial performance, and the period over which it estimates its existing cash and cash equivalents will be sufficient to fund its future operating expenses and capital expenditure requirements. 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, 2022, filed with the SEC on March 14, 2023. The forward-looking statements contained in this press release are made as of the date of this press release, 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 Contact

Mike Moyer

LifeSci Advisors

Tel: 617-308-4306

Email: mmoyer@lifesciadvisors.com

Cover	Jul. 20, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 20, 2023
Entity File Number	001-40060
Entity Registrant Name	Longeveron Inc.
Entity Central Index Key	0001721484
Entity Tax Identification Number	47-2174146
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1951 NW 7th Avenue
Entity Address, Address Line Two	Suite 520
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33136
City Area Code	305
Local Phone Number	909-0840
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.001 par value per share
Trading Symbol	LGVN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false