Longeveron Inc.

false --12-31 0001721484 0001721484 2026-06-30 2026-06-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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 30, 2026 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) (Zip Code) 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (c) As previously disclosed, on June 1, 2026, Lisa Locklear, Chief Financial Officer of Longeveron Inc. (the “Company”), provided notice to the Company of her decision to step down as Chief Financial Officer of the Company, effective July 10, 2026. In connection with Ms. Locklear’s departure, on June 30, 2026, the Company appointed Marie Washburn to the Company’s executive leadership team in the role of Senior Vice President and Chief Financial Officer (“CFO”), principal financial officer and principal accounting officer of the Company, effective July 13, 2026 (the “Effective Date”). Ms. Washburn, age 51, has served as the Company’s Vice President and Corporate Controller since November 2025. Before joining the Company, Ms. Washburn spent over 20 years in the pharmaceutical and biotech sectors in leadership roles, most recently serving as the Vice President of Finance at Fore Biotherapeutics, Inc., a precision oncology company developing cancer therapies from January 2025 to June 2025 as well as serving from December 2019 to June 2024 in multiple roles at Axcella Health, Inc., a clinical-stage biotechnology company targeting treatment of complex diseases using endogenous metabolic modulator (EMM) compositions, including as Executive Director, Accounting and Corporate Controller, Vice President of Finance, Acting Chief Accounting Officer, and a consultant. Prior to that time, Ms. Washburn was the Senior Director of Finance and Corporate Controller from July 2018 to October 2019 at Generation Bio (acquired by XOMA Royalty Corporation in February 2026), a biotechnology company developing therapeutics for people living with T cell-driven autoimmune diseases; and before that, Ms. Washburn served in several roles for Momenta Pharmaceuticals (acquired by Johnson & Johnson in October 2020), a biotechnology company focused on discovering and developing novel therapeutics to treat rare, immune-mediated diseases, from November 2005 to June 2018, including a stint as Corporate Controller from June 2012 to June 2018. Ms. Washburn received a B.S. in Business Administration from Bryant University in 1997. In connection with her appointment, the Company and Ms. Washburn entered into a Letter Agreement (the “Agreement”), effective as of the Effective Date. Pursuant to the Agreement, Ms. Washburn will be entitled to receive a base salary of $340,000 per year, and is eligible to participate in the Company’s performance-based annual cash incentive plan, with an award target equal to forty-five percent (45%) of her base salary, as well as short and long-term equity incentive awards pursuant to the terms of the Company’s 2021 Incentive Award Plan, as amended and/or amended or restated to date (or any successor plan thereto). As of the Effective Date, Ms. Washburn will receive an equity award of 130,000 time-based vesting Restricted Stock Units. Under the Agreement, Ms. Washburn will also be eligible for participation in standard Company employee benefit programs as well as termination and severance benefits. There are no other arrangements or understandings between Ms. Washburn, on the one hand, and the Company or any other persons, on the other hand, pursuant to which Ms. Washburn was selected as Senior Vice President and CFO of the Company. Ms. Washburn has no family relationships with any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company. There have been no transactions since the beginning of the Company’s last fiscal year, or currently proposed, in which the Company was or is to be a participant and in which Ms. Washburn had or will have a direct or indirect material interest that are required to be disclosed under Item 404(a) of Regulation S-K. On July 6, 2026, the Company issued a press release announcing the appointment of Ms. Washburn as Senior Vice President and CFO, a copy of which is attached hereto as Exhibit 99.1 and is hereby incorporated by reference. (d) Additionally, on July 2, 2026, the Company's Board of Directors (the “Board”) appointed Dr. Arjun “JJ” Desai, age 45, to fill a current vacancy on the Board as a Class III director. In connection with his appointment to the Board, Dr. Desai will receive compensation consistent with the Board’s current compensation arrangement for Board members, pro-rated in accordance with his service time for the year. The Company also intends to enter into an indemnification agreement with Dr. Desai in the same form as the indemnification agreements entered into with each of its directors. There are no arrangements or understandings between Dr. Desai and any other person pursuant to which he was selected as a director. Further, there have been no transactions since the beginning of the Company’s last fiscal year, or currently proposed, in which the Company was or is to be a participant and in which Dr. Desai had or will have a direct or indirect material interest that are required to be disclosed by Item 404(a) of Regulation S-K. 1 Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As further described below in Item 5.07 of this Current Report on Form 8-K (“Form 8-K”), at the 2026 annual meeting of stockholders of the Company held on July 1, 2026 (the “Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation, as amended (the “Charter”) to increase the number of authorized shares of Class A common stock to 175,000,000 shares (the “Charter Amendment”). The Board previously approved the Charter Amendment, subject to stockholder approval at the Annual Meeting. On July 1, 2026, the Company filed a Certificate of Amendment to the Charter with the Delaware Secretary of State, which became effective upon filing. The foregoing desc