Current Report Filing (8-k)
March 25 2022 - 7:13AM
Edgar (US Regulatory)
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2022-03-22
2022-03-22
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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): March 22, 2022
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 | |
NASDAQ |
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.
Section
4- Matters Related to Accountants and Financial Statements
Item 4.01
Changes in Registrant’s Certifying Accountant.
| (a) | Dismissal
of Independent Registered Public Accountant |
On
March 22, 2022, Longeveron Inc. (the “Company”) dismissed its independent registered public accounting firm, MSL, P.A. (“MSL”)
effective immediately. This decision was approved by the Audit Committee of the Board of Directors (the “Audit Committee”)
pursuant to the authority of the Audit Committee as specified in its Charter.
The
report of MSL on the Company’s financial statements for fiscal years ended December 31, 2021 and 2020 included in the Company’s
annual report on form 10-K for the year ended December 31, 2021, did not contain an adverse opinion or a disclaimer of opinion, nor was
it qualified or modified as to uncertainty, audit scope or accounting principle.
During
the fiscal years ended December 31, 2021 and 2020, and the subsequent interim period through March 22, 2022, there were no (1) disagreements
(as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between
the Company and MSL on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure,
which would have caused it to make reference to the subject matter of such a disagreement in connection with its audit reports on the
Company’s financial statements for such years, or (2) reportable events (as described in Item 304(a)(1)(v) of Regulation S-K).
The
Company has provided MSL with a copy of the foregoing disclosures it is making in this Current Report on Form 8-K prior to its filing
and requested, in accordance with applicable practices, that MSL furnish a letter addressed to the Securities and Exchange Commission
(“SEC”) stating whether or not it agrees with the statements made herein. Attached as Exhibit 16.1 is a copy of MSL’s
letter, dated March 25, 2022, stating that it agrees with such statements.
| (b) | Engagement
of New Independent Registered Public Accountant |
On
March 22, 2022, the Company engaged Marcum LLP (“Marcum”) as its new independent registered public accountant for the fiscal
year ending December 31, 2022. This decision was approved by the Audit Committee in accordance with the authority of the Audit Committee
as specified in its Charter.
During
the fiscal years ended December 31, 2021 and 2020 and through March 22, 2022, neither the Company nor anyone on its behalf consulted
with Marcum regarding (1) the application of accounting principles to a specified transaction, completed
or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report
nor oral advice was provided to the Company that Marcum concluded was an important factor considered by the Company in reaching a decision
as to any accounting, auditing or financial reporting issue, or (2) any matter that was either the subject of a disagreement (as defined
in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation
S-K).
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
The
exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.
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: March 25, 2022 |
/s/
James Clavijo |
|
Name: |
James
Clavijo |
|
Title: |
Chief Financial Officer |
3
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