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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): September 25, 2025
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 25, 2025, the Board of Directors (the “Board”) of Longeveron Inc. (the “Company”) approved Dr. George Paletta, age 63, to fill a current vacancy on the Board as a Class I director, effective October 1, 2025. In connection with his appointment to the Board, Dr. Paletta 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 has entered into an indemnification agreement with Dr. Paletta in the same form as the indemnification agreements entered into with each of its directors.
There are no arrangements or understandings between Dr. Paletta and any other person pursuant to which he was selected as a director, and there have been no transactions since the beginning of the Company’s last fiscal year, or currently proposed, regarding Dr. Paletta that are required to be disclosed by Item 404(a) of Regulation S-K.
A copy of the Company’s press release announcing the appointment of Dr. Paletta is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release issued by the Company October 1, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: October 1, 2025 | /s/ Than Powell | |
| Name: | Than Powell | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
George Paletta, Jr., MD, MBA, Internationally Acclaimed Entrepreneur, Investor and Surgeon, Elected to Longeveron® Board of Directors
MIAMI, October 1, 2025 -- Longeveron Inc. (NASDAQ: LGVN), a clinical stage biotechnology company developing cellular therapies for life-threatening, rare pediatric and chronic aging-related conditions, today announced that George Paletta, Jr., MD, MBA, has been elected to the Longeveron Board of Directors. Dr. Paletta is a nationally and internationally recognized orthopedic surgeon and the head team doctor for the St. Louis Cardinals. Dr. Paletta is a developer of ambulatory surgical centers (ASCs), and has participated in the selling of two ASCs with deal values totaling almost $1 billion.
“I am delighted to welcome George, and his tremendous experience as a physician, inventor, entrepreneur, and investor, to the Board of Directors,” said Joshua Hare, Co-founder, Chief Science Officer and Executive Chairman of the Board at Longeveron. “His broad experience across multiple business areas will bring significant value to Longeveron as we continue to advance our stem cell therapies addressing life threatening conditions in the most vulnerable populations - children and the elderly. With our expanding stem cell therapy pipeline, including our fully enrolled pivotal clinical trial in HLHS with data anticipated in 2026, this is an incredibly exciting period for Longeveron, our patients and our shareholders. I look forward to collaborating with George to advance these important stem cell programs.”
“I am excited to join the Longeveron Board at this transformational period for the Company,” said Dr. Paletta. “Both stem cell research and Longeveron have come a long way since the Company’s founding. As a physician, I see tremendous potential for stem cell therapy to bring new treatment options to patients suffering from rare pediatric and chronic aging-related conditions. As an entrepreneur, I see incredible opportunity for Longeveron to be a leader in commercializing stem cell therapies, for the benefit of healthcare in general, patients and shareholders.”
Dr. Paletta holds multiple patents, in both orthopedic and cardiovascular arenas. He led the founding and development of Preston Worldwide, a medical device company built around the sling and pillow technology. He has been a frequent early phase investor in multiple start-up ventures across a wide range of industries and technologies, serving in both formal and informal advisory roles.
Dr. Paletta received his Bachelor of Arts in Chemistry from the College of Holy Cross and his Doctor of Medicine from the Johns Hopkins University School of Medicine. His orthopedic residency was completed at the world-renowned Hospital for Special Surgery in New York City. His training included 3 post-graduate fellowships at Hospital for Special Surgery, The Cleveland Clinic and Children’s Hospital of Michigan. His professional career has included both academic and private practice at Hospital for Special Surgery, Washington University School of Medicine Department of Orthopedic Surgery and, most recently, The Orthopedic Center of St. Louis. He completed his MBA from the Olin School of Business at Washington University in St Louis.
About Longeveron Inc.
Longeveron is a clinical stage biotechnology company developing regenerative medicines to address unmet medical needs. The Company’s lead investigational product is laromestrocel (Lomecel-B™), an allogeneic mesenchymal stem cell (MSC) therapy product isolated from the bone marrow of young, healthy adult donors. Laromestrocel has multiple potential mechanisms of action encompassing pro-vascular, pro-regenerative, anti-inflammatory, and tissue repair and healing effects with broad potential applications across a spectrum of disease areas. Longeveron is currently pursuing four pipeline indications: hypoplastic left heart syndrome (HLHS), Alzheimer’s disease, Pediatric Dilated Cardiomyopathy (DCM) and Aging-related Frailty. Laromestrocel development programs have received five distinct and important FDA designations: for the HLHS program - Orphan Drug designation, Fast Track designation, and Rare Pediatric Disease designation; and, for the AD program - Regenerative Medicine Advanced Therapy (RMAT) designation and Fast Track designation. For more information, visit www.longeveron.com or follow Longeveron on LinkedIn, X, and Instagram.
Investor Contact:
Derek Cole
Investor Relations Advisory Solutions
derek.cole@iradvisory.com