Current Report Filing (8-k)

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): June 9, 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) The Company’s annual meeting of stockholders was held on June 9, 2023.

(b) Three (3) 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 elected each of the Board's three director nominees for three-year terms expiring at the 2026 annual meeting of stockholders, or until their successors are duly elected and qualified as directors; approved the Amended and Restated Longeveron Inc. 2021 Incentive Award Plan (the “Amended and Restated Plan”); and ratified the appointment of Marcum LLP as the Company's independent registered public accounting firm for fiscal 2023.

A copy of the Amended and Restated Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Proposal No. 1- Election of Directors

Nominee	For	Withheld	Broker Non Vote
Wa’el Hashad	71,617,643	71,288	1,616,005
Khoso Baluch	71,617,340	71,590	1,616,005
Jeffrey Pfeffer	71,641,747	47,184	1,616,005

Proposal No. 2 – Approval of the Amended and Restated Longeveron Inc. 2021 Incentive Award Plan

For		Against		Abstain		Broker Non Vote
71,349,292		330,441		9,196		1,616,006

Proposal No. 3 - Ratification of the Appointment of Independent Registered Public Accounting Firm

For		Against		Abstain		Broker Non Vote
73,168,759		127,798		8,378		0

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The exhibits listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.

Exhibit No.		Description
10.1		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, 2023).
104		Cover Page Interactive Data File (formatted as Inline XBRL)

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.