Longeveron Inc. (LGVN) Earnings Call Transcript & Summary

Thank you, Dr. Hare. The first proposal to come before the meeting is the election of directors. At this meeting, we will be electing three Class II directors for a 3-year term expiring at the 2029 Annual Meeting of Stockholders or until their successor has been elected and qualified. The nominees are Stephen Willard, Leah Rush Cann and Deborah Ascheim. Information concerning the nominees' principal occupation, skills and qualifications and other matters which may be of interest are contained in the proxy statement. Dr. Hare, were there any other nominations received?

Mr. Willard, no other nominations were received prior to the deadline established in the company's bylaws. Therefore, no additional nominations may be made at this meeting, and I declare that the nominations to be closed.

Thank you, Dr. Hare. The second matter to come before the meeting is a resolution for approval of an amendment to the company's certificate of incorporation as amended to increase the number of shares of Class A common stock authorized to 175 million shares. The third matter to come before the meeting is a resolution for approval of an amendment to the company's certificate of incorporation as amended, to effect a reverse stock split of common stock at a ratio of 1:2 to 1:20 with the exact ratio within a range -- within that range. to be determined by the Board of Directors of the company at their discretion. The fourth matter to come before the meeting is a resolution for approval of an amendment to the company's third amended and restated 2021 incentive award plan to increase the maximum number of shares authorized and available for issuance under the plan by 5 million shares and to make commensurate changes to the plan. The fifth matter to come before the meeting is the ratification of the appointment of CBIZ as the company's independent registered public accounting firm. The Board of Directors recommends the ratification of the appointment of CBIZ to serve as the company's independent registered public accounting firm and to audit the company's financial statements for the fiscal year ending December 31, 2026. And the last matter to come before the meeting is a resolution for approval of a proposal to adjourn the meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of the proxies in the event that there are insufficient votes for or otherwise in connection with the approval of proposals 2 and 3, the share increased amendment and the reverse stock split proposal. Are there any questions or comments with respect to any of the six proposals? Seeing none, Dr. Executive Chairman, will you please proceed with the opening of the polls for voting?

Thank you, Mr. Willard. It is 11:09 a.m. on July 1, 2026, and the polls for voting on all matters are open. All Longeveron shareholders entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted or if you want to change your previously cast vote, please do so by clicking on the Longeveron button located on the website used to access this meeting. Please remember that if you have already voted by proxy, it is not necessary to vote again. After voting has been completed on all matters on the agenda, we will close the polls and provide a preliminary report.

Thank you. The polls are about to close. If you have not voted, please do so. [Voting]

Since everyone has had the opportunity to vote, it is now 11:10 a.m. and the polls are closed. The Inspector of Elections has delivered their preliminary report and I will now announce the preliminary results. Based on the Inspector of Election's preliminary report, the three nominees for director receiving a sufficient number of votes cast in favor of their election and have been elected as a director of the company to serve for a 3-year term that will expire at the 2029 Annual Meeting of Stockholders or until their successor has been elected and qualified. B, the amendment to the company's certificate of incorporation as amended to increase the number of shares of Class A common stock authorized to 175 million shares has been approved by the affirmative votes of the majority of the votes of our common stock outstanding and entitled to vote on the proposal. C, the amendment to the company's certificate of incorporation to effect a reverse stock split of common stock at the ratio of 1:2 to 1:20 and has been approved by the affirmative vote of a majority of the votes of our common stock outstanding and entitled to vote on the proposal. D, the fourth amendment and restatement of the company's 2021 incentive award plan to increase the maximum number of shares authorized and available for issuance under the plan by 5 million shares and to make commensurate changes to the plan has been approved by more than a majority of the votes cast in favor of the proposal. The ratification of the appointment of CBIZ as the company's independent registered public accounting firm for the year ending December 31, 2026, received more than a majority of votes cast in favor of the proposal and the appointment has been ratified. And the proposal to adjourn the meeting to a later date, if necessary or appropriate, received more than a majority of the votes cast in favor of the proposal. We will file the final report of the Inspector of Elections with records of this meeting. We expect to report the results of the voting on a Form 8-K to be filed with the SEC within 4 business days of this meeting.

Thank you. That concludes the business for this meeting. The meeting is now adjourned. Any questions that have been properly submitted regarding the company and its business will be posted promptly on the company's website for review. Ladies and gentlemen, thank you for attending today's meeting.