UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 22, 2023, the Board of Directors of Longeveron Inc. (the “Company”) appointed Mr. Wa’el Hashad to serve as the Company’s Chief Executive Officer, effective March 1, 2023. Mr. Hashad will also join the Company’s Board of Directors at such time as such appointment may be accomplished without violating any requirements under Nasdaq. Dr. Chris Min, who has been serving as interim Chief Executive Officer, will continue to serve as Chief Medical Officer.
Before joining Longeveron, Mr. Hashad, age 60, served as the President and Chief Executive Officer of Avanir Pharmaceuticals from 2017 until 2023. Prior to 2017, he served as the chairman of the strategic advisory board for Morningside Biopharma, a private incubator of several pharmaceutical/bio-tech companies, for three years. In addition, he has held vice president roles at Amgen Inc., Boehringer Ingelheim, and Eli Lilly and Company. Mr. Hashad earned an executive degree from the Wharton Business School, University of Pennsylvania, an MBA degree from the University of Akron, and a Bachelor of Science degree from the University of Cairo.
In connection with his appointment as Chief Executive Officer, the Company and Mr. Hashad entered into a Letter Agreement effective as of March 1, 2023 (the “Agreement”). Under the terms of the Agreement, Mr. Hashad will receive an annual salary of $530,000 and will be eligible for an annual cash bonus of up to seventy percent (70%) of his base salary, eighty percent (80%) of which will be based on the achievement of pre-established performance criteria and twenty percent (20%) of which will be discretionary. Mr. Hashad will receive a signing bonus of 50,000 Restricted Stock Units, which shall vest in quarterly installments over a one-year period, and is eligible to receive annual long-term equity incentive awards through 2026 consisting of 50,000 shares of time-based vesting stock options and up to 125,000 of performance share units, in accordance with the terms of the Longeveron 2021 Incentive Award Plan (or any successor plan thereto). The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
There are no other arrangements or understandings between Mr. Hashad, on the one hand, and the Company or any other persons, on the other hand, pursuant to which Mr. Hashad was appointed as Chief Executive Officer of the Company. There have been no transactions since the beginning of the Company’s last fiscal year, or currently proposed, regarding Mr. Hashad that are required to be disclosed under Item 404(a) of Regulation S-K.
A copy of the press release announcing the transition described herein is attached to this report as Exhibit 99.1 and is hereby incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Agreement, dated February 22, 2023 | |
| 99.1 | Press Release | |
| 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: February 28, 2023 |
/s/ James Clavijo | |
| Name: | James Clavijo | |
| Title: | Chief Financial Officer | |
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