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): December 26, 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 5.07. Submission of Matters to a Vote of Security Holders.

(a) Longeveron Inc. (the “Company”) held a special meeting of stockholders on December 26, 2023.

(b) Two (2) proposals were submitted by the Company’s Board of Directors (the “Board”) to a vote of Company stockholders, and the final results of the voting on each proposal, rounded to the nearest whole share, are noted below.

The Company’s stockholders approved the issuance of up to (i) 4,848,486 shares of the Company’s Class A Common Stock par value $0.001 per share (the “Common Stock”) upon the exercise of purchase warrants issued to an institutional purchaser in a private transaction that occurred concurrently with the Company’s registered offering that closed on October 13, 2023 (the “Purchaser Warrants”), and (ii) 169,697 shares of our Common Stock upon the exercise of a Common Stock purchase warrant issued to H.C. Wainwright & Co., LLC and its designees (the “Agent”) as partial compensation for services in connection with the referenced transaction (the “Placement Agent Warrant” and together with the Purchaser Warrants, the “Warrants”) that may be equal to or exceed 20% of the Company’s Common Stock outstanding before such offering (the “Warrant Exercise Proposal”); and approved the adjournment of the Special Meeting, if necessary.

Proposal No. 1 – Approval of the Issuance of up to 5,018,183 shares of Common Stock upon the exercise of warrants.

For		Against		Abstain		Broker Non Vote
73,244,407		106,707		8,413		0

Proposal No. 2 – Approval of the Adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve Proposal One (Warrant Exercise Proposal).

For		Against		Abstain		Broker Non Vote
73,258,560		94,963		6,003		0

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: December 28, 2023	/s/ Lisa Locklear
	Name:	Lisa Locklear
	Title:	Chief Financial Officer

Cover	Dec. 26, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 26, 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