Business Context and Reporting Period
This Form 8-K Current Report for Longeveron Inc. (LGVN) covers events occurring between June 1, 2026, and July 6, 2026. The filing details executive leadership changes, the appointment of a new director, and the results of the Company's 2026 Annual Meeting of Stockholders held on July 1, 2026.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses on corporate governance and capital structure changes.
Material Changes and Corporate Actions
Executive Leadership Changes
- Departure: Lisa Locklear stepped down as Chief Financial Officer (CFO), effective July 10, 2026.
- Appointment: Marie Washburn was appointed Senior Vice President and CFO, effective July 13, 2026. She previously served as Vice President and Corporate Controller since November 2025.
- Compensation: Ms. Washburn's base salary is $340,000 annually, with a target annual cash incentive of 45% of base salary. She received an equity award of 130,000 time-based Restricted Stock Units (RSUs).
Board of Directors
- Dr. Arjun "JJ" Desai was appointed to the Board of Directors as a Class III director on July 2, 2026, to fill a vacancy.
Stockholder Voting Results (July 1, 2026)
- Proposal 1 (Election of Directors): Stephen Willard, Leah Rush Cann, and Deborah Ascheim were elected.
- Proposal 2 (Charter Amendment - Authorized Shares): Approved to increase authorized Class A common stock to 175,000,000 shares (22,390,677 For; 2,504,778 Against).
- Proposal 3 (Reverse Stock Split Authorization): Approved to authorize a reverse stock split at a ratio of 1:2 to 1:20, with the exact ratio to be determined by the Board (20,041,281 For; 4,378,223 Against).
- Proposal 4 (Equity Plan Amendment): Approved to increase the 2021 Incentive Award Plan by 5,000,000 shares (13,729,508 For; 1,686,673 Against).
- Proposal 5 (Auditor Ratification): Ratified CBIZ CPAs P.C. as the independent registered public accounting firm for fiscal 2026 (25,380,231 For; 298,318 Against).
- Proposal 6 (Adjournment): Approved a proposal to adjourn the meeting if necessary to solicit further votes for Proposals 2 or 3 (24,071,228 For; 1,701,833 Against).
Guidance, Outlook, and Risks
The filing contains standard forward-looking statements regarding future operations and performance, noting that actual results may differ due to risks and uncertainties. No specific financial guidance or operational outlook was provided in this document. The approval of the reverse stock split authorization indicates management's intent to potentially adjust the share structure, though the specific ratio remains at the Board's discretion.
Investor Verification Checklist
- Verify the exact reverse stock split ratio once determined by the Board of Directors.
- Review the transition plan for the CFO role between Lisa Locklear's departure (July 10) and Marie Washburn's start (July 13).
- Monitor the impact of the increased authorized share count (175,000,000) and the 5,000,000 share increase to the equity incentive plan on potential dilution.
- Confirm the filing of the Certificate of Amendment with the Delaware Secretary of State.