Longeveron 重組審計委員會 恢復納斯達克合規消除除牌風險

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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): July 24, 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)

 

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
8.01 Other Events

 

As
previously disclosed, following the resignation of a member of the Board of Directors (the “Board”) of Longeveron Inc. (the
“Company”) in March of this year, the Company temporarily failed to be in compliance with Nasdaq Listing Rule 5605(c)(2)(A),
which requires that the audit committee of a listed company be composed of at least three independent directors and that at least one
member qualifies as an audit committee financial expert.

 

Following
the election of three new members of the Board at the Company’s annual meeting in July, at a subsequent Board meeting held on July
24, 2026, the Board approved the reconstitution of the Company’s Audit Committee so to consist of Dr. Deborah Ascheim, Ms. Leah
Rush Cann, Dr. George Paletta and Ms. Ursula Ungaro. Each member of the Audit Committee qualifies as independent, and Ms. Cann further
qualifies as an audit committee financial expert, as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities
Act of 1933, as amended, and under Nasdaq Listing Rule 5605(c)(2).

 

 1

  

 

 

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:
 July 29, 2026
 /s/
 Marie Washburn

 
  
 Name: 
 Marie
 Washburn

 
  
 Title:
 Chief
 Financial Officer

 
 

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