aibioLongeveron tells Nasdaq it lacks audit committee financial expert after director Kender resigns
Tickers LGVN
Longeveron told Nasdaq on March 4, 2026 that it was temporarily out of compliance after director Richard Kender resigned from its audit committee. The company had $19.2 million of cash at December 31, 2024, and its annual report projected that cash would last only into the fourth quarter of 2025.
Key facts
- Company
- Longeveron Inc. (NASDAQ: LGVN)
- News type
- Listings
- Primary source
- Longeveron Inc. Form 8-K filed March 9, 2026 (SEC EDGAR)
Longeveron Inc. (Nasdaq: LGVN) said it notified Nasdaq on March 4, 2026 that it was temporarily out of compliance with Nasdaq Listing Rule 5605(c)(2)(A). That rule requires an audit committee of at least three independent directors, with at least one member qualifying as an audit committee financial expert. The company disclosed the matter in a Form 8-K filed March 9, 2026 under Items 3.01 and 5.02.
The resignation
Richard Kender resigned from the board and the audit committee on March 3, 2026, effective immediately. He had chaired the audit committee and was the company's audit committee financial expert. The 8-K says he resigned because of his changing role at Seres Therapeutics, where he had served on the board for nearly 12 years. Seres announced on March 2, 2026 that Kender would become executive chairman and interim chief executive officer. The company says the resignation was not a disagreement with Longeveron over its operations, policies or management.
On March 4, 2026 the board appointed Dr. Roger Hajjar, an existing director, to the audit committee. That fixed the three-member requirement. It did not fix the financial expert requirement, because no committee member qualifies as one.
The cure plan
The company plans to appoint, or submit to stockholders for election, at least one director who is both independent and an audit committee financial expert. It must do so at the earlier of its next annual shareholders meeting or within the 180-day cure period under Nasdaq Listing Rule 5605(c)(4). The 8-K does not name a candidate. Until a qualifying director is in place, the company remains out of compliance with that part of the rule.
Cash and the runway
The 2024 annual report, filed February 28, 2025, shows cash and cash equivalents of $19,232 thousand at December 31, 2024, up from $4,949 thousand a year earlier, and an accumulated deficit of approximately $109.6 million. The company said that cash would fund operating expenses and capital expenditures into the fourth quarter of 2025. It added that spending was expected to accelerate in 2025 as it ramped up work toward a Biologics License Application, which it anticipated filing in 2026 if its ELPIS II trial succeeds. The fourth quarter of 2025 had passed by the time of the March 2026 notice, and the 8-K gives no later cash figure.
The auditor's report in that filing carries an explanatory paragraph on going concern. The company has incurred significant losses and needs to raise additional funds to sustain operations over the next 12 months, which raises substantial doubt about its ability to continue as a going concern.
The product claims
Longeveron's lead investigational product is Lomecel-B, an allogeneic mesenchymal stem cell formulation sourced from the bone marrow of young, healthy adult donors. The company is developing it for hypoplastic left heart syndrome (HLHS), Alzheimer's disease and aging-related frailty. The name laromestrocel has been adopted by the World Health Organization for the product.
The company says that its Phase 1 open-label study, called ELPIS I, supported the safety and tolerability of Lomecel-B when injected into the heart of children with HLHS. It reports 100 percent transplant-free survival in children up to five years after receiving the product, compared with a 20 percent mortality rate in historical control data. The study was a Phase 1, open-label trial, and the comparison is with historical rather than concurrent controls, so the survival figure is not a controlled result.
What comes next
The company's next step is to appoint a qualifying audit committee financial expert within the cure period. The 8-K says the company plans either to make that appointment or to put a candidate to a shareholder vote at the next annual meeting. Chief Executive Officer Stephen Willard signed the 8-K.