0001721484 false 0001721484 2023-08-16 2023-08-16 0001721484 LGVN:ClassCommonStock0.001ParValuePerShareMember 2023-08-16 2023-08-16 0001721484 LGVN:TransferableSubscriptionRightsMember 2023-08-16 2023-08-16 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): August 16, 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 7th 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
Transferable Subscription Rights   LGVNR   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 8.01 Other Events.

 

On August 16, 2023, Longeveron Inc. issued a press release announcing that the registration statement regarding its rights offering had been declared effective and the rights offering calendar finalized. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

 

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
99.1   Press release of Longeveron Inc., dated August 16, 2023, announcing registration statement regarding the rights offering being declared effective and the rights offering calendar being finalized.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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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: August  16, 2023

/s/ Lisa A. Locklear

  Name:  Lisa A. Locklear
  Title: Chief Financial Officer

 

 

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