Longeveron Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of Principal Executive Offices)
Registrant’s Telephone Number, Including Area
Code:
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 | ||
| The |
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) The Company’s annual meeting of stockholders was held on June 13, 2025.
(b) Three (3) proposals were submitted by the Company’s Board of Directors (the “Board”) to a vote of the Company’s stockholders, and the final results of the voting on each proposal, rounded to the nearest whole share, are noted below.
The Company’s stockholders elected the Board’s Class I director nominee, Rock Soffer, for a three-year term expiring at the 2028 annual meeting of stockholders, or until his successor is duly elected and qualified as a director or his earlier resignation, disqualification, disability or removal; approved an amendment to the Second Amended and Restated Longeveron Inc. 2021 Incentive Award Plan (as amended, the “Plan”) to increase the number of shares authorized by the Plan and make commensurate changes; and ratified the appointment of CBIZ CPAs P.C. as the Company's independent registered public accounting firm for fiscal 2025.
A copy of the Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Proposal No. 1- Director Election
| Nominee | For | Withheld | Broker Non Vote | |||
| Rock Soffer | 8,721,836 | 356,027 | 5,459,478 |
Proposal No. 2 – Approval of an amendment to the Second Amended and Restated Longeveron Inc. 2021 Incentive Award Plan
| For | Against | Abstain | Broker Non Vote | |||
| 8,626,417 | 425,061 | 26,385 | 5,459,478 |
Proposal No. 3 - Ratification of the Appointment of Independent Registered Public Accounting Firm for Fiscal 2025
| For | Against | Abstain | Broker Non Vote | |||
| 13,967,643 | 182,971 | 386,728 | 0 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
| Exhibit No. | Description | |
| 10.1 | Third Amended and Restated Longeveron Inc. 2021 Incentive Award Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement filed with the SEC on April 28, 2025). | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
1
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: June 16, 2025 | /s/ Wa’el Hashad | |
| Name: | Wa’el Hashad | |
| Title: | Chief Executive Officer | |
2