Form 8-K

8-K — Longeveron Inc.

Accession: 0001213900-26-075514

Filed: 2026-07-06

Period: 2026-06-30

CIK: 0001721484

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — ea0297153-8k_longeveron.htm (Primary)

EX-3.1 — CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF LONGEVERON INC., AS AMENDED (ea029715301ex3-1.htm)

EX-99.1 — PRESS RELEASE DATED JULY 6, 2026 (ea029715301ex99-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0297153-8k_longeveron.htm · Sequence: 1

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--12-31

0001721484

2026-06-30

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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): June 30, 2026

Longeveron Inc.

(Exact name of registrant as specified in its

charter)

Delaware

001-40060

47-2174146

(State

or other jurisdiction

incorporation)

(Commission

File Number)

(IRS

Employer

Identification

No.)

1951 NW 7th Avenue, Suite 520 Miami,

Florida

33136

(Address of Principal Executive Offices)

(Zip Code)

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

The

Nasdaq Capital Market

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 ☒

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. ☐

Item 5.02 Departure of

Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory

Arrangements of Certain Officers.

Lisa Locklear, Chief Financial Officer of Longeveron Inc. (the “Company”), provided notice to the Company of her decision

to step down as Chief Financial Officer of the Company, effective July 10, 2026. In connection with Ms. Locklear’s departure, on

June 30, 2026, the Company appointed Marie Washburn to the Company’s executive leadership team in the role of Senior Vice President

and Chief Financial Officer (“CFO”), principal financial officer and principal accounting officer of the Company, effective

July 13, 2026 (the “Effective Date”).

Ms. Washburn, age 51, has served as the

Company’s Vice President and Corporate Controller since November 2025. Before joining the Company, Ms. Washburn spent over 20

years in the pharmaceutical and biotech sectors in leadership roles, most recently serving as the Vice President of Finance at Fore

Biotherapeutics, Inc., a precision oncology company developing cancer therapies from January 2025 to June 2025 as well as serving from

December 2019 to June 2024 in multiple roles at Axcella Health, Inc., a clinical-stage biotechnology company targeting treatment of

complex diseases using endogenous metabolic modulator (EMM) compositions, including as Executive Director, Accounting and Corporate

Controller, Vice President of Finance, Acting Chief Accounting Officer, and a consultant. Prior to that time, Ms. Washburn was the

Senior Director of Finance and Corporate Controller from July 2018 to October 2019 at Generation Bio (acquired by XOMA Royalty

Corporation in February 2026), a biotechnology company developing therapeutics for people living with T cell-driven autoimmune

diseases; and before that, Ms. Washburn served in several roles for Momenta Pharmaceuticals (acquired by Johnson & Johnson in

October 2020), a biotechnology company focused on discovering and developing novel therapeutics to treat rare, immune-mediated

diseases, from November 2005 to June 2018, including a stint as Corporate Controller from June 2012 to June 2018. Ms. Washburn

received a B.S. in Business Administration from Bryant University in 1997.

In connection with her appointment, the Company

and Ms. Washburn entered into a Letter Agreement (the “Agreement”), effective as of the Effective Date. Pursuant to

the Agreement, Ms. Washburn will be entitled to receive a base salary of $340,000 per year, and is eligible to participate in the Company’s

performance-based annual cash incentive plan, with an award target equal to forty-five percent (45%) of her base salary, as well as short

and long-term equity incentive awards pursuant to the terms of the Company’s 2021 Incentive Award Plan, as amended and/or amended

or restated to date (or any successor plan thereto). As of the Effective Date, Ms. Washburn will receive an equity award of 130,000 time-based

vesting Restricted Stock Units. Under the Agreement, Ms. Washburn will also be eligible for participation in standard Company employee

benefit programs as well as termination and severance benefits.

There are no other arrangements or understandings

between Ms. Washburn, on the one hand, and the Company or any other persons, on the other hand, pursuant to which Ms. Washburn was selected

as Senior Vice President and CFO of the Company. Ms. Washburn has no family relationships with any director, executive officer or person

nominated or chosen by the Company to become a director or executive officer of the Company. There have been no transactions since the

beginning of the Company’s last fiscal year, or currently proposed, in which the Company was or is to be a participant and in which

Ms. Washburn had or will have a direct or indirect material interest that are required to be disclosed under Item 404(a) of Regulation

S-K. On July 6, 2026, the Company issued a press release announcing the appointment of Ms. Washburn as Senior Vice President and CFO,

a copy of which is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

(d) Additionally, on July 2, 2026, the Company's Board of Directors (the “Board”)

appointed Dr. Arjun “JJ” Desai, age 45, to fill a current vacancy on the Board as a Class III director. In connection with

his appointment to the Board, Dr. Desai will receive compensation consistent with the Board’s current compensation arrangement for

Board members, pro-rated in accordance with his service time for the year. The Company also intends to enter into an indemnification agreement

with Dr. Desai in the same form as the indemnification agreements entered into with each of its directors.

There are no arrangements or understandings between

Dr. Desai and any other person pursuant to which he was selected as a director. Further, there have been no transactions since the beginning

of the Company’s last fiscal year, or currently proposed, in which the Company was or is to be a participant and in which Dr. Desai

had or will have a direct or indirect material interest that are required to be disclosed by Item 404(a) of Regulation S-K.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change

in Fiscal Year.

As further described below in Item 5.07 of this

Current Report on Form 8-K (“Form 8-K”), at the 2026 annual meeting of stockholders of the Company held on July 1, 2026 (the

“Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation,

as amended (the “Charter”) to increase the number of authorized shares of Class A common stock to 175,000,000 shares (the

“Charter Amendment”). The Board previously approved the Charter Amendment, subject to stockholder approval at the Annual

Meeting. On July 1, 2026, the Company filed a Certificate of Amendment to the Charter with the Delaware Secretary of State, which became

effective upon filing. The foregoing description is a summary only, and is qualified in its entirety by reference to the complete text

of the Certificate of Amendment, which is being filed as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) The Company’s Annual Meeting was

held on July 1, 2026.

(b) Six (6) proposals were submitted by the Board

to a vote of the Company’s stockholders, and the final results of the voting on each proposal, rounded to the nearest whole share,

are noted below.

The Company’s stockholders: (i) elected

the Board’s Class II director nominees Stephen Willard, Leah Rush Cann, and Deborah Ascheim for three-year terms expiring at the

2029 annual meeting of stockholders, or until their respective successors are duly elected and qualified as directors or their earlier

resignation, disqualification, disability or removal; (ii) approved an amendment to the Company’s Charter to increase the number

of shares of Class A common stock authorized to 175,000,000 shares; (iii) approved an amendment to the Company’s Charter to effect

a reverse stock split of common stock at a ratio of one-for-two (1:2) to one-for-twenty (1:20), with the exact ratio within such range

to be determined by the Board at their discretion without further approval or authorization of the Company’s stockholders; (iv)

approved an amendment to the Third Amended and Restated Longeveron Inc. 2021 Incentive Award Plan (as amended, the “Plan”)

to increase the number of shares authorized by the Plan by 5,000,000 shares and to make commensurate changes to the Plan; (v) ratified

the appointment of CBIZ CPAs P.C. as the Company's independent registered public accounting firm for fiscal 2026; and (vi) approved a

proposal to adjourn the Annual Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies

in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal No. 2 or Proposal

No. 3.

Copies of (1) the amendment to the Company’s

Charter, to increase the number of shares of Class A common stock authorized to 175,000,000 shares and

(2) the Plan are filed as Exhibits 3.1 and 10.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Proposal No. 1 – Election of Directors

Nominee

For

Withheld

Broker

Non Vote

Stephen Willard

15,262,728

234,534

10,344,203

Nominee

For

Withheld

Broker

Non Vote

Leah Rush Cann

15,133,840

363,422

10,344,203

Nominee

For

Withheld

Broker

Non Vote

Deborah Ascheim

15,261,419

235,843

10,344,203

Proposal No. 2 – Approval of amendment

to the Company’s Certificate of Incorporation, as amended, to increase the number of shares of Class A common stock authorized

to 175,000,000 shares

For

Against

Abstain

Broker

Non Vote

22,390,677

2,504,778

142,180

803,830

Proposal No. 3 - Approval of 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 such range to be determined by the Board of Directors of the Company at their discretion

For

Against

Abstain

Broker

Non Vote

20,041,281

4,378,223

618,132

803,829

Proposal No. 4 - Approval of Amendment to

the Third Amended and Restated Longeveron Inc. 2021 Incentive Award Plan, to increase the maximum number of shares authorized by the

Plan by 5,000,000 shares and to make commensurate changes to the Plan

For

Against

Abstain

Broker

Non Vote

13,729,508

1,686,673

81,080

10,344,204

Proposal No. 5 - Ratification of the appointment

of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026

For

Against

Abstain

Broker

Non Vote

25,380,231

298,318

162,916

Proposal No. 6 – Approval of a proposal

to adjourn the Annual Meeting, if necessary or appropriate, to permit further solicitation and vote of proxies if there are insufficient

votes for, or otherwise in connection with the approval of Proposals Two or Three.

For

Against

Abstain

Broker

Non Vote

24,071,228

1,701,833

68,400

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K and certain of the

materials filed herewith contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995,

which reflect management’s current expectations, assumptions, and estimates of future operations, performance and economic conditions,

and involve known and unknown risks, uncertainties and other important factors that could cause actual results, performance or achievements

to differ materially from those anticipated, expressed, or implied by the statements made herein. The forward-looking statements in this

Current Report on Form 8-K are made on the basis of the views and assumptions of management regarding future events and business performance

as of the date this Current Report on Form 8-K is filed with the SEC. We have based these forward-looking statements largely on our current

expectations and projections about our business, the industry in which we operate and financial trends that we believe may affect our

business, financial condition, results of operations and prospects, and these forward-looking statements are not guarantees of future

performance or development. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that

may cause actual events, results, performance or achievements to be materially different from those expressed or implied by the forward-looking

statements contained in this Current Report on Form 8-K or the materials furnished or filed herewith.

These forward-looking statements are made as

of the date of this Current Report on Form 8-K and are subject to a number of risks, uncertainties and assumptions described in greater

detail in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange

Commission on March 17, 2026, its Quarterly Reports on Form 10-Q, and other filings with the Securities and Exchange Commission. In addition,

any forward-looking statements represent the Company’s views only as of today and should not be relied upon as representing its

views as of any subsequent date. These statements are inherently uncertain, and the Company disclaims any intention or obligation, other

than imposed by law, to update or revise any forward-looking statements, whether as a result of new information, future, events or otherwise

occurring after the date this Current Report on Form 8-K is filed.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The exhibits listed in the following Exhibits

Index are filed as part of this Current Report on Form 8-K.

Exhibit No.

Description

3.1

Certificate of Amendment to the Certificate of Incorporation of Longeveron Inc., as amended

10.1

Fourth

Amended and Restated Longeveron Inc. 2021 Incentive Award Plan (incorporated by reference to Appendix B to the Company’s Definitive

Proxy Statement on Schedule 14A filed with the SEC on May 20, 2026).

99.1

Press Release dated July 6, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

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: July 6, 2026

/s/

Stephen Willard

Name:

Stephen Willard

Title:

Chief Executive Officer

EX-3.1 — CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF LONGEVERON INC., AS AMENDED

EX-3.1

Filename: ea029715301ex3-1.htm · Sequence: 2

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

LONGEVERON INC.

Longeveron Inc. (the “Corporation”), a corporation organized

and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:

Pursuant to Section 242 of the DGCL, this Certificate of Amendment to the Certificate of Incorporation (this “Certificate of Amendment”) amends the provisions of the Certificate of Incorporation of the Corporation (the “Charter”).

This Certificate of Amendment has been approved and duly adopted by the Corporation’s Board of Directors and stockholders in accordance with the provisions of Section 242 of the DGCL.

Upon this Certificate of Amendment becoming effective, the Charter is hereby amended as follows:

The first paragraph of ARTICLE

FOURTH of the Charter is hereby deleted and replaced with the following:

“FOURTH: The total number

of shares of all classes of stock which the Corporation shall have authority to issue is One Hundred Ninety Five Million Seven Hundred

Five Thousand (195,705,000) shares, consisting of (a) One Hundred Seventy Five Million (175,000,000) shares of Class A Common

Stock, $0.001 par value per share (“Class A Common Stock”), (b) Fifteen Million Seven Hundred Five Thousand (15,705,000)

shares of Class B Common Stock, $0.001 par value per share (“Class B Common Stock” and together with the Class A

Common Stock the “Common Stock”), and (c) Five Million (5,000,000) shares of Preferred Stock, $0.001 par value per share

(“Preferred Stock”).”

This Certificate of Amendment shall become effective upon filing.

* _ * _ * _ *

IN WITNESS WHEREOF, the undersigned authorized

officer of the Corporation has executed this Certificate of Amendment to the Certificate of Incorporation as of July 1, 2026.

LONGEVERON INC.

By:

/s/ Stephen

Willard

Name:

Stephen Willard

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE DATED JULY 6, 2026

EX-99.1

Filename: ea029715301ex99-1.htm · Sequence: 3

Exhibit 99.1

Longeveron® Appoints Marie Washburn as Chief

Financial Officer

· Ms.

Washburn has over 20 years of experience in leadership roles in the pharmaceutical and biotech sectors

· Corporate

focus on delivering top-line results from the Phase 2b clinical trial evaluating its stem cell therapy in Hypoplastic Left Heart Syndrome

(HLHS), anticipated in the third quarter of 2026

MIAMI, Fla. July 6, 2026 -- Longeveron Inc. (NASDAQ:

LGVN a clinical stage biotechnology company developing cellular therapy for life-threatening, rare pediatric and chronic aging-related

conditions, today announced that the Company has appointed Marie Washburn to the Company’s executive leadership team in the role

of Senior Vice President and Chief Financial Officer (“CFO”), principal financial officer and principal accounting officer,

effective July 13, 2026. She succeeds Lisa Locklear who, as previously announced, is stepping down to pursue board opportunities and other

professional and personal interests.

“Marie has had a tremendously positive impact

on the Company since joining last year and I am delighted to welcome her as CFO, particularly at this exciting time in Longeveron’s

history developing stem cell therapies for vulnerable populations,” said Steven H. Willard, Chief Executive Officer of Longeveron.

“With our Phase 2b clinical trial evaluating laromestrocel as a potential treatment for HLHS anticipated to produce top-line trial

results in third quarter of this year, Longeveron is poised for a significant transformation of our business and development programs.”

Ms. Washburn commented, “This is an extraordinary

time for Longeveron and our stem cell therapy laromestrocel. The Company is well positioned for continued success with a clear patient-focused

approach, strong foundational science and impressive clinical data to date. I look forward to working with the Longeveron team to ensure

the long-term success of laromestrocel while focusing on the Company’s operational, financial and accounting functions.”

Ms. Washburn has served as the Company’s Vice

President and Corporate Controller since November 2025. Before joining the Company, Ms. Washburn spent over 20 years in the pharmaceutical

and biotech sectors in leadership roles, most recently serving as the Vice President of Finance at Fore Biotherapeutics, Inc., a precision

oncology company developing cancer therapies from January 2025 to June 2025; serving from December 2019 to June 2024 in multiple roles

at Axcella Health, Inc., a clinical-stage biotechnology company targeting treatment of complex diseases using endogenous metabolic modulator

(EMM) compositions, including as Executive Director, Accounting and Corporate Controller, Vice President of Finance, Acting Chief Accounting

Officer, and a consultant. Prior to that time, Ms. Washburn was the Senior Director of Finance and Corporate Controller from July 2018

to October 2019 at Generation Bio (acquired by XOMA Royalty Corporation in February 2026), a biotechnology company developing therapeutics

for people living with T cell-driven autoimmune diseases; and before that, Ms. Washburn served in several roles for Momenta Pharmaceuticals

(acquired by Johnson & Johnson in October 2020), a biotechnology company focused on discovering and developing novel therapeutics

to treat rare, immune-mediated diseases, from November 2005 to June 2018, including a stint as Corporate Controller from June 2012 to

June 2018. Ms. Washburn received a B.S. in Business Administration from Bryant University in 1997.

About Longeveron Inc.

Longeveron is a clinical stage biotechnology company

developing regenerative medicines to address unmet medical needs. The Company’s lead investigational product is laromestrocel (Lomecel-B®),

an allogeneic mesenchymal stem cell (MSC) therapy product isolated from the bone marrow of young, healthy adult donors. Laromestrocel

has multiple potential mechanisms of action encompassing pro-vascular, pro-regenerative, anti-inflammatory, and tissue repair and healing

effects with broad potential applications across a spectrum of disease areas. Longeveron is pursuing four pipeline indications: hypoplastic

left heart syndrome (HLHS), Alzheimer’s disease, Pediatric Dilated Cardiomyopathy (DCM) and Aging-related Frailty. Laromestrocel

development programs have received five distinct and important FDA designations: for the HLHS program - Orphan Drug designation, Fast

Track designation, and Rare Pediatric Disease designation; and, for the AD program - Regenerative Medicine Advanced Therapy (RMAT) designation

and Fast Track designation. For more information, visit www.longeveron.com or follow Longeveron on LinkedIn, X, and Instagram.

Forward-Looking Statements

Certain statements in this press release that are

not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform

Act of 1995, which reflect management’s current expectations, assumptions, and estimates of future operations, performance and economic

conditions, and involve known and unknown risks, uncertainties, and other important factors that could cause actual results, performance,

or achievements to differ materially from those anticipated, expressed, or implied by the statements made herein. Forward-looking statements

are generally identifiable by the use of forward-looking terminology such as “anticipate,” “believe,” “contemplate,”

“continue,” “could,” “estimate,” “expects,” “intend,” “looks to,”

“may,” “on condition,” “plan,” “potential,” “predict,” “preliminary,”

“project,” “see,” “should,” “target,” “will,” “would,” or the

negative thereof or comparable terminology, although not all forward-looking statements contain these words, or by discussion of strategy

or goals or other future events, circumstances, or effects. Factors that could cause actual results to differ materially from those expressed

or implied in any forward-looking statements in this release include, but are not limited to, the ability of our clinical trials to demonstrate

safety and efficacy of our product candidates, and other positive results; our ability to successfully transition toward a more capital-efficient,

asset-light operating model; our ability to secure one or more strategic licensing partnerships for our stem cell therapy laromestrocel

in our development programs; the ability to reach alignment with the FDA on a potential path toward regulatory approval; receipt of trial

results and other available evidence sufficient to support the Company filing a BLA following the readout of top-line results of the ELPIS

II data; the timing and focus of our ongoing and future preclinical studies and clinical trials, and the reporting of data from those

studies and trials; market and other conditions, our cash position and need to raise additional capital, the difficulties we may face

in obtaining access to capital, and the dilutive impact it may have on our investors; our financial performance, and ability to continue

as a going concern; the period over which we estimate our existing cash and cash equivalents will be sufficient to fund our future operating

expenses and capital expenditure requirements; the ability of our clinical trials to demonstrate safety and efficacy of our investigational

product candidates, and other positive results; the timing and focus of our ongoing and future preclinical studies and clinical trials,

and the reporting of data from those studies and trials; the size of the market opportunity for certain of our investigational product

candidates, including our estimates of the number of patients who suffer from the diseases we are targeting; our ability to scale production

and commercialize the investigational product candidate for certain indications; the success of competing therapies that are or may become

available; the beneficial characteristics, safety, efficacy and therapeutic effects of our investigational product candidates; our ability

to obtain and maintain regulatory approval of our investigational product candidates in the U.S. and other jurisdictions; our plans relating

to the further development of our investigational product candidates, including additional disease states or indications we may pursue;

our plans and ability to obtain or protect intellectual property rights, including extensions of existing patent terms where available

and our ability to avoid infringing the intellectual property rights of others; the need to hire additional personnel and our ability

to attract and retain such personnel; and our estimates regarding expenses, future revenue, capital requirements and needs for additional

financing.

Further information relating to factors that may impact

the Company’s results and forward-looking statements are disclosed in the Company’s filings with the Securities and Exchange

Commission, including Longeveron’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and

Exchange Commission on March 17, 2026, its Quarterly Reports on Form 10-Q, and its Current Reports on Form 8-K. The Company operates in

highly competitive and rapidly changing environment; therefore, new factors may arise, and it is not possible for the Company’s

management to predict all such factors that may arise nor assess the impact of such factors or the extent to which any individual factor

or combination thereof, may cause results to differ materially from those contained in any forward-looking statements. The forward-looking

statements contained in this press release are made as of the date of this press release based on information available as of the date

of this press release, are inherently uncertain, and the Company disclaims any intention or obligation, other than imposed by law, to

update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Investor and Media Contact:

Derek Cole

Investor Relations Advisory Solutions

derek.cole@iradvisory.com

###

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Address Line 2 such as Street or Suite number

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

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Indicate if registrant meets the emerging growth company criteria.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

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Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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-Publisher SEC

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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-Number 240

-Section 13e

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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- Definition

Title of a 12(b) registered security.

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-Publisher SEC

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- Definition

Name of the Exchange on which a security is registered.

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-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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-Publisher SEC

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

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-Section 425

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