Current Report Filing (8-k)
18 February 2022 - 8:03AM
Edgar (US Regulatory)
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2022-02-15
2022-02-15
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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):
February 17, 2022 (February 15, 2022)
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 February 15, 2022, Todd C. Girolamo was appointed
to the Board of Directors (the “Board”) of Longeveron Inc. (the “Company”), serving as a Class
II Director with his term expiring at the Company’s 2023 annual stockholders’ meeting. In connection with his appointment
to the Board, the Board has appointed Mr. Girolamo to its Audit Committee, effective immediately.
In connection with his appointment to the Board,
and consistent with the Board’s current compensation arrangements with its non-employee directors, Mr. Girolamo will: (1) receive
a grant of 5,000 shares of our Class A common stock, which shall be subject to vesting requirements, and (2) be eligible to receive the
Company’s standard annual cash retainer for members of the Board and its committees that will be pro-rated based on the date of
his appointment. The Company also plans to enter into an indemnification agreement with Mr. Girolamo in the same form as the indemnification
agreements that the Company has entered into with each of its directors.
There are no arrangements or understandings between
Mr. Girolamo and any other person pursuant to which he was selected as a director, and there have been no transactions since the beginning
of the Company’s last fiscal year, or currently proposed, regarding Mr. Girolamo that are required to be disclosed by Item 404(a) of Regulation
S-K.
A copy of the Company’s press release announcing
the appointment of Mr. Girolamo is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
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: February 17, 2022 |
/s/ Geoff Green |
|
Name: |
Geoff Green |
|
Title: |
Chief Executive Officer |
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