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).
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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.
| Exhibit No. | Description | |
| 16.1 | Letter to Securities and Exchange Commission from MSL, P.A. dated March 25, 2022 | |
| 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: March 25, 2022 | /s/ James Clavijo | |
| Name: | James Clavijo | |
| Title: | Chief Financial Officer | |
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EXHIBIT 16.1
March 25, 2022
Securities and Exchange Commission
100 F. Street N.E.
Washington, DC 20549
Ladies and Gentlemen:
We have read Item 4.01 of Longeveron Inc. (the “Company”) Form 8-K to be filed by the Company on March 25, 2022, and agree with the statements made in Item 4.01(a), except we have no basis to agree or disagree with the Company’s statement in the first paragraph of Item 4.01(a) regarding approval by the Audit Committee of the Board of Directors. We also have no basis to agree or disagree with the statements made in Item 4.01(b).
Very truly yours,
/s/ MSL, P.A.
MSL, P.A.
Orlando, Florida