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): May 3, 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 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		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 May 3, 2022, Geoff Green, Chief Executive Officer of Longeveron Inc. (the “Company”) provided notice to the Company and Board of Directors of his intention to step down from his position, effective June 1, 2022. In connection with Mr. Green’s departure, the Board of Directors has unanimously appointed K. Chris Min, M.D., Ph.D., the Company’s current Chief Medical Officer, to serve as interim Chief Executive Officer until such time as a permanent successor has been identified.

To further ensure a smooth transition, the Company currently intends to enter into a consulting agreement with Mr. Green, with such terms as may be mutually agreed upon, pursuant to which Mr. Green will provide consulting services to the Company for a term to be determined.

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 May 9, 2022
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: May 9, 2022	/s/ James Clavijo
	Name:	James Clavijo
	Title:	Chief Financial Officer

Exhibit 99.1

Longeveron Announces CEO Transition

-Geoff Green stepping down as CEO, effective June 1, 2022

-K. Chris Min, M.D., Ph.D., current Chief Medical Officer, appointed Interim CEO

-Nationwide search is underway for permanent CEO

Miami, FL – May 9, 2022 – Longeveron Inc. (NASDAQ: LGVN) (“Longeveron” or “Company”) announced today the resignation of Chief Executive Officer (CEO) Geoff Green, who is leaving the Company effective June 1^st, 2022, to pursue new opportunities. Longeveron’s Board of Directors has approved the appointment of current Chief Medical Officer, K. Chris Min, M.D., Ph.D., as Interim CEO, to succeed Mr. Green. The Board has formed a search committee and retained an executive search firm to assist in identifying a permanent CEO. The Company currently intends to enter into a consulting agreement with Mr. Green to further ensure a smooth transition.

“On behalf of the entire Board of Directors, I want to extend our sincere appreciation to Geoff for his service and contributions to Longeveron over the past 6 years,” said Joshua M. Hare, M.D., Chairman of the Board of Directors and Chief Science Officer. “Under his leadership, we have made significant strides, advancing Lomecel-B into clinical trials for multiple indications, and transitioning from a privately held pre-clinical enterprise to a leading public company in the cell therapy field. We wish him all the best in his future endeavors.”

Dr. Min has extensive pharma and biotech clinical development experience, including work developing novel cell therapies, leading research and development (R&D) and clinical teams, and advancing regulatory engagements with the U.S. Food and Drug Administration (FDA) from early clinical stage Investigational New Drug (IND) applications through to pre-approval New Drug Applications (NDA). Prior to joining Longeveron, Dr. Min served as Vice President and Head of Medical & Clinical Development at Enterin Inc.

“As Chief Medical Officer Dr. Min has already brought tremendous value to Longeveron. We are confident this will be a smooth transition as we work to identify the next leader for the Company and continue to execute on our mission of delivering living cell therapies to patients with chronic aging-related diseases and other specific life-threatening conditions,” said Dr. Hare.

About Longeveron

Longeveron is a clinical stage biotechnology company developing cellular therapies for specific aging-related and life-threatening conditions. The Company’s lead investigational product is the LOMECEL-B™ cell-based therapy product (“Lomecel-B”), which is derived from culture-expanded medicinal signaling cells (MSCs) that are sourced from bone marrow of young, healthy adult donors. Longeveron believes that by using the same cells that promote tissue repair, organ maintenance, and immune system function, it can develop safe and effective therapies for some of the most difficult disorders associated with the aging process and other medical disorders. Longeveron is currently sponsoring Phase 1 and 2 clinical trials in the following indications: Aging Frailty, Alzheimer’s disease, the Metabolic Syndrome, Acute Respiratory Distress Syndrome (ARDS), and hypoplastic left heart syndrome (HLHS). The Company’s mission is to advance Lomecel-B into pivotal Phase 3 trials, with the goal of achieving regulatory approvals, subsequent commercialization, and broad use by the healthcare community. Additional information about the Company is available at www.longeveron.com.

INVESTORS & MEDIA:

Investors:

Elsie Yau

Stern Investor Relations

Tel: (212) 698-8700

Email: [email protected]

Media:

Neil Hare

GVC Strategies

Tel: (202) 550-0297

Email: [email protected]