VCEL / Vericel Corporation - SEC Filings, Annual Report, Proxy Statement

Vericel Corporation
US ˙ NasdaqGM ˙ US92346J1088

Basic Stats
LEI 54930076YM3PLTDR4B91
CIK 887359
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Vericel Corporation
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
July 31, 2025 EX-99.1

Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T (617) 588-5555 F (617) 588-5554 www.vcel.com Vericel Reports Second Quarter 2025 Financial Results Total Revenue Growth of 20% to $63.2 Million, with MACI Revenue Growth of 21% to $53.5 Milli

Exhibit 99.1 Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T (617) 588-5555 F (617) 588-5554 www.vcel.com Vericel Reports Second Quarter 2025 Financial Results Total Revenue Growth of 20% to $63.2 Million, with MACI Revenue Growth of 21% to $53.5 Million Gross Margin Increased More than 400 Basis Points to 74% Adjusted EBITDA Growth of 112% to $13.4 Million, with Adjusted EBITDA Margin

July 31, 2025 EX-10.1

Amended and Restated Non-Employee Director Compensation Guidelines, revised April 30, 2025.

EXHIBIT 10.1 Amended and Restated Non-Employee Director Compensation Guidelines (Revised April 30, 2025) The Board of Directors of Vericel Corporation (the “Board”) has approved the following Amended and Restated Nonemployee Director Compensation Guidelines (the “Guidelines”), which apply to the compensation of outside directors for their service on the Board and which are designed to align their

July 31, 2025 8-K

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): July 31, 2025 Vericel Corporation

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): July 31, 2025 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (I.R.S.

July 31, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-35280 VERICEL CORPORATION (Exact name of registrant as specif

May 8, 2025 EX-FILING FEES

Filing Fee Table

Calculation of Filing Fee Tables S-8 Vericel Corp Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock (no par value) Other 1,000,000 $ 32.

May 8, 2025 8-K

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): May 8, 2025 Vericel Corporation (

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): May 8, 2025 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (I.R.S. E

May 8, 2025 EX-FILING FEES

Filing Fee Table

Calculation of Filing Fee Tables S-8 Vericel Corp Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock (no par value) Other 5,000,000 $ 38.

May 8, 2025 S-8

As filed with the Securities and Exchange Commission on May 8, 2025. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Vericel Corporation (Exact name of registran

Registration No. 333- As filed with the Securities and Exchange Commission on May 8, 2025. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 94-3096597 (State or other jurisdiction (I.R.S. employer identification no.) of incorpor

May 8, 2025 EX-99.1

Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T (617) 588-5555 F (617) 588-5554 www.vcel.com Vericel Reports First Quarter 2025 Financial Results and Raises Full-Year Profitability Guidance Record First Quarter MACI Revenue of $46.3 Millio

Exhibit 99.1 Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T (617) 588-5555 F (617) 588-5554 www.vcel.com Vericel Reports First Quarter 2025 Financial Results and Raises Full-Year Profitability Guidance Record First Quarter MACI Revenue of $46.3 Million and First Quarter Total Revenue of $52.6 Million Approximately 400 MACI Arthro Surgeons Trained to Date, with Year-to-Date Biopsy Growt

May 8, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-35280 VERICEL CORPORATION (Exact name of registrant as speci

May 8, 2025 S-8

As filed with the Securities and Exchange Commission on May 8, 2025. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Vericel Corporation (Exact name of registran

Registration No. 333- As filed with the Securities and Exchange Commission on May 8, 2025. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 94-3096597 (State or other jurisdiction (I.R.S. employer identification no.) of incorpor

May 8, 2025 EX-10.1

Employment Agreement, by and between Karen Mahoney and the Company, dated July 24, 2024.

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is entered into between Vericel Corporation, a Michigan corporation (the “Company”) and Karen Mahoney (the “Executive”), effective as of July 25, 2024, unless another date is agreed to by the Executive and the Company (the “Effective Date”). WHEREAS, the Company and the Executive previously entered into that certain offer le

May 2, 2025 EX-10.2

VERICEL CORPORATION 2015 EMPLOYEE STOCK PURCHASE PLAN (as amended and restated on April 30, 2025)

Exhibit 10.2 VERICEL CORPORATION 2015 EMPLOYEE STOCK PURCHASE PLAN (as amended and restated on April 30, 2025) The purpose of the Vericel Corporation 2015 Employee Stock Purchase Plan, as amended to date ("the Plan") is to provide eligible employees of Vericel Corporation (the "Company") and each Designated Subsidiary (as defined in Section 11) with opportunities to purchase shares of the Company'

May 2, 2025 EX-10.1

VERICEL CORPORATION 2022 OMNIBUS INCENTIVE PLAN (Effective as of April 27, 2022; amended and restated as of April 30, 2025)

Exhibit 10.1 VERICEL CORPORATION 2022 OMNIBUS INCENTIVE PLAN (Effective as of April 27, 2022; amended and restated as of April 30, 2025) Vericel Corporation (the “Company”), a Michigan corporation, hereby establishes and adopts the following 2022 Omnibus Incentive Plan (the “Plan”). 1. PURPOSE OF THE PLAN The purpose of the Plan is to assist the Company and its Affiliates in attracting and retaini

May 2, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): April 30, 2025 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of incorporation) (Commission File

April 14, 2025 8-K

Regulation FD Disclosure

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): April 14, 2025 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of incorporation) (Commission File

March 20, 2025 DEF 14A

Message from Our President and Chief Executive Officer Notice of Virtual Annual Meeting of Shareholders Proxy Overview Corporate Governance Executive Compensation Audit Matters Information About Stock Ownership Additional Information Appendix I Appen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

March 20, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

VERICEL CORPORATION - DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

February 27, 2025 EX-21.1

Subsidiaries of Registrant.

Exhibit 21.1 SUBSIDIARIES OF REGISTRANT Vericel Denmark ApS, a Danish private limited company Vericel Security Corporation, a Massachusetts corporation

February 27, 2025 EX-10.34

Ninth Amendment to the Distribution Agreement between Orsini Pharmaceutical Services, Inc. and the Company, dated May 15, 2024.

Exhibit 10.34 NINTH AMENDMENT TO DISTRIBUTION AGREEMENT This Ninth Amendment to the Distribution Agreement ("Ninth Amendment") is between Vericel Corporation (“Vericel”) and Orsini Pharmaceutical Services, Inc. (“Orsini”). This Ninth Amendment is effective as of May 15, 2024 (“Effective Date”). Whereas, Vericel and Orsini are parties to a Distribution Agreement dated May 15, 2017 (as amended, the

February 27, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-35280 VERICEL CORPORATION (Exact name of registrant as specified i

February 27, 2025 8-K

Financial Statements and Exhibits

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): February 27, 2025 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (I.

February 27, 2025 EX-99.1

Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T (617) 588-5555 F (617) 588-5554 www.vcel.com Vericel Reports Fourth Quarter and Full-Year 2024 Financial Results Full-Year Total Revenue Growth of 20% to $237.2 Million, with MACI Revenue Gro

Exhibit 99.1 Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T (617) 588-5555 F (617) 588-5554 www.vcel.com Vericel Reports Fourth Quarter and Full-Year 2024 Financial Results Full-Year Total Revenue Growth of 20% to $237.2 Million, with MACI Revenue Growth of 20% and Burn Care Revenue Growth of 22% Full -Year Adjusted EBITDA Growth of 58% to $53.4 Million Record Fourth Quarter Gross Marg

February 27, 2025 EX-10.7

First Amendment to the Lease Agreement by and between the Company and N

Exhibit 10.7 FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE (“First Amendment”) dated as of November 6th, 2024 (the “Effective Date”), is entered into by and between NDB PROPERTY OWNER 2, L.P., a Delaware limited partnership (“Landlord”), and VERICEL CORPORATION, a Michigan corporation (“Tenant”). BACKGROUND A.Landlord and Tenant are parties to that certain Lease Agreement, dated January 2

February 27, 2025 EX-19

Insider Trading Policy.

Exhibit 19 VERICEL CORPORATION STATEMENT OF COMPANY POLICY ON INSIDER TRADING AND DISCLOSURE This Statement of Company Policy on Insider Trading and Disclosure (the “Insider Trading Policy”) sets forth the policy of Vericel Corporation and its subsidiaries (collectively, the “Company”) regarding trading in the Company’s securities as described below and the disclosure of information concerning the Company.

January 14, 2025 EX-99.2

Advanced Therapies for the Sports Medicine & Severe Burn Care Markets 43Rd Annual J.P. Morgan Healthcare Conference January 15, 2025 Forward-Looking Statements 2 Vericel cautions you that all statements other than statements of historical fact includ

Exhibit 99.2 Advanced Therapies for the Sports Medicine & Severe Burn Care Markets 43Rd Annual J.P. Morgan Healthcare Conference January 15, 2025 Forward-Looking Statements 2 Vericel cautions you that all statements other than statements of historical fact included in this presentation that address activities, events or developments that we expect, believe or anticipate will or may occur in the fu

January 14, 2025 EX-99.1

Vericel Announces Preliminary 2024 Financial Results, 2025 Financial Guidance and Increased Mid-Term Profitability Targets

Exhibit 99.1 Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T 617 588-5555 F 617 588-5554 www.vcel.com Vericel Announces Preliminary 2024 Financial Results, 2025 Financial Guidance and Increased Mid-Term Profitability Targets Full-Year 2024 Total Revenue Growth of 20% and Adjusted EBITDA Growth of Approximately 55% MACI Full-Year 2024 Revenue Growth of 20%, with Fourth Quarter Revenue of

January 14, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): January 14, 2025 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of incorporation) (Commission Fi

November 14, 2024 SC 13G/A

VCEL / Vericel Corporation / RTW INVESTMENTS, LP - VERICEL CORPORATION Passive Investment

SC 13G/A 1 p24-3194sc13ga.htm VERICEL CORPORATION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 6)* Vericel Corporation (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 92346J108 (CUSIP Number) September 30, 2024 (Date of event which requires filing of this statement) Check the appropriate

November 14, 2024 SC 13G/A

VCEL / Vericel Corporation / BROWN CAPITAL MANAGEMENT LLC Passive Investment

SC 13G/A 1 fp0090934-9sc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 7)* Vericel Corporation (Name of Issuer) Common Stock, No Par Value Per Share (Title of Class of Securities) 92346J108 (CUSIP

November 7, 2024 8-K

Financial Statements and Exhibits

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): November 7, 2024 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (I.R

November 7, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: September 30, 2024 ☐ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-35280 VERICEL CORPORATION (Exact name of registrant as s

November 7, 2024 EX-99.1

Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T 617 588-5555 F 617 588-5554 www.vcel.com Vericel Reports Third Quarter 2024 Financial Results Total Revenue Growth of 27% to $57.9 Million Gross Margin of 72% and Adjusted EBITDA Growth of 84

Exhibit 99.1 Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T 617 588-5555 F 617 588-5554 www.vcel.com Vericel Reports Third Quarter 2024 Financial Results Total Revenue Growth of 27% to $57.9 Million Gross Margin of 72% and Adjusted EBITDA Growth of 84% Full-Year Profitability Guidance Raised FDA Approval and Commercial Launch of MACI Arthro in Third Quarter Conference Call Today at 8:3

November 7, 2024 EX-10.1

Eleventh Amendment to the Distribution Agreement between Orsini Pharmaceutical Services, Inc. and the Company, dated July 31, 2024.

Exhibit 10.1 CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH IMMATERIAL AND THE TYPE OF INFORMATION THAT VERICEL TREATS AS CONFIDENTIAL. ACCORDINGLY, SUCH INFORMATION HAS BEEN OMITTED AND REPLACED WITH “[***]”. ELEVENTH AMENDMENT TO DISTRIBUTION AGREEMENT This Eleventh Amendment to the Distribution Agreement (“Eleventh Amendment”) is between Vericel Corporation (“Vericel

October 18, 2024 SC 13G/A

VCEL / Vericel Corporation / STATE STREET CORP Passive Investment

SC 13G/A 1 VericelCorp.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* VERICEL CORP (Name of Issuer) COMMON STOCK (Title of Class of Securities) 92346J108 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which th

August 26, 2024 8-K

Financial Statements and Exhibits, Other Events

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): August 26, 2024 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of incorporation) (Commission Fil

August 26, 2024 EX-99.1

Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T 617 588-5555 F 617 588-5554 www.vcel.com Vericel Announces FDA Approval and Commercial Availability of MACI Arthro First Restorative Biologic Cartilage Repair Product Approved for Arthroscopi

Exhibit 99.1 Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T 617 588-5555 F 617 588-5554 www.vcel.com Vericel Announces FDA Approval and Commercial Availability of MACI Arthro First Restorative Biologic Cartilage Repair Product Approved for Arthroscopic Administration Targets the Largest Segment of MACI’s $3 Billion Addressable Market CAMBRIDGE, Mass., August 26, 2024 (GLOBE NEWSWIRE) -

August 16, 2024 S-3ASR

As filed with the Securities and Exchange Commission on August 16, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 16, 2024 Registration No.

August 16, 2024 EX-FILING FEES

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 Vericel Corp Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Equity Common Stock 457(r) 0.

August 15, 2024 EX-99.1

Vericel Announces FDA Approval of NexoBrid for the Treatment of Pediatric Patients with Severe Thermal Burns Approval Expands NexoBrid Target Customer Base to Include Approximately 20 Pediatric Burn Centers

Exhibit 99.1 Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T 617 588-5555 F 617 588-5554 www.vcel.com Vericel Announces FDA Approval of NexoBrid for the Treatment of Pediatric Patients with Severe Thermal Burns Approval Expands NexoBrid Target Customer Base to Include Approximately 20 Pediatric Burn Centers CAMBRIDGE, Mass., August 15, 2024 (GLOBE NEWSWIRE) - Vericel Corporation (NASDAQ

August 15, 2024 8-K

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): August 15, 2024 Vericel Corporati

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): August 15, 2024 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of incorporation) (Commission Fil

August 1, 2024 8-K

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): August 1, 2024 Vericel Corporatio

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): August 1, 2024 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (I.R.S

August 1, 2024 EX-10.1

Fourth Amendment to the Dispensing Agreement between AllCare Plus Pharmacy, Inc. and the Company, dated June 1, 2024.

Exhibit 10.1 CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH IMMATERIAL AND THE TYPE OF INFORMATION THAT VERICEL TREATS AS CONFIDENTIAL. ACCORDINGLY, SUCH INFORMATION HAS BEEN OMITTED AND REPLACED WITH “[***]”. Fourth Amendment to Dispensing Agreement This Fourth Amendment to the July 26, 2018 Dispensing Agreement ("Agreement") between Vericel Corporation ("Vericel" or "

August 1, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-35280 VERICEL CORPORATION (Exact name of registrant as specif

August 1, 2024 EX-99.1

Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T 617 588-5555 F 617 588-5554 www.vcel.com Vericel Reports Second Quarter 2024 Financial Results Total Revenue of $52.7 Million, with MACI Revenue Growth of 21% to $44.1 Million NexoBrid Revenu

Exhibit 99.1 Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T 617 588-5555 F 617 588-5554 www.vcel.com Vericel Reports Second Quarter 2024 Financial Results Total Revenue of $52.7 Million, with MACI Revenue Growth of 21% to $44.1 Million NexoBrid Revenue Growth of 76% Over Prior Quarter Gross Margin of 70% and Adjusted EBITDA Growth of 42% Full-Year Profitability Guidance Raised to 71% G

August 1, 2024 EX-10.2

Tenth Amendment to the Distribution Agreement between Orsini Pharmaceutical Services, Inc. and the Company, dated July 1, 2024.

Exhibit 10.2 TENTH AMENDMENT TO DISTRIBUTION AGREEMENT This Tenth Amendment to the Distribution Agreement ("Tenth Amendment") is between Vericel Corporation ("Vericel") and Orsini Pharmaceutical Services, Inc. (“Orsini"). This Tenth Amendment is effective as of July 1, 2024 ("Effective Date"). Whereas, Vericel and Orsini are parties to a Distribution Agreement dated May 15, 2017 (as amended, the "

July 17, 2024 SC 13G/A

VCEL / Vericel Corporation / BROWN CAPITAL MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 6)* Vericel Corporation (Name of Issuer) Common Stock, No Par Value Per Share (Title of Class of Securities) 92346J108 (CUSIP Number) Eddie C. Brown Brown Cap

May 8, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-35280 VERICEL CORPORATION (Exact name of registrant as speci

May 8, 2024 8-K

Financial Statements and Exhibits

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): May 8, 2024 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (I.R.S. E

May 8, 2024 EX-99.1

Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T 617 588-5555 F 617 588-5554 www.vcel.com Vericel Reports First Quarter 2024 Financial Results and Raises Full-Year 2024 Financial Guidance Total Revenue Increased 25% to $51.3 Million Record

Exhibit 99.1 Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T 617 588-5555 F 617 588-5554 www.vcel.com Vericel Reports First Quarter 2024 Financial Results and Raises Full-Year 2024 Financial Guidance Total Revenue Increased 25% to $51.3 Million Record First Quarter MACI Revenue of $40.2 Million and Burn Care Revenue Growth of 63% Adjusted EBITDA Growth of 325% Full-Year 2024 Revenue Gui

May 8, 2024 EX-10.1

Form of Restricted Stock Unit Award Agreement for Employees under the 2022 Omnibus Plan, amended February 2

Exhibit 10.1# Vericel Corporation 2022 Omnibus Incentive Plan Restricted Stock Unit Award Agreement for Company Employees Name of Participant: [[FIRSTNAME]] [[LASTNAME]] No. of Restricted Stock Units: [[SHARESGRANTED]] Grant Date: [[GRANTDATE]] Vesting Start Date: [[VESTINGSTARTDATE]] Pursuant to the Vericel Corporation 2022 Omnibus Incentive Plan as amended through the date hereof (the “Plan”), V

May 3, 2024 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): May 1, 2024 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (I.R.S. E

March 21, 2024 DEF 14A

Message from Our President and Chief Executive Officer Notice of Virtual Annual Meeting of Shareholders Proxy Overview PROPOSAL 1: Election of Directors PROPOSAL 2: Advisory Vote to Approve the Compensation of our Named Executive Officers Advisory Vo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

March 21, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

March 21, 2024 DEF 14A

COURTESY PDF OF PROXY STATEMENT

2024 Notice of Virtual Annual Meeting of Shareholders and Proxy StatementOUR VISION Every patient benefits from therapies as unique as they are OUR MISSION We provide precision therapies that repair injuries and restore lives Vericel is a Leading Provider of Advanced Therapies for the Sports Medicine and Severe Burn Care Markets, Combining Innovations in Biology with Medical Technologies.

February 29, 2024 EX-99.1

Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T (617) 588-5555 F (617) 588-5554 www.vcel.com Vericel Reports Fourth Quarter and Full-Year 2023 Financial Results and Provides Full-Year 2024 Financial Guidance Full-Year 2023 Total Revenue Gr

Exhibit 99.1 Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T (617) 588-5555 F (617) 588-5554 www.vcel.com Vericel Reports Fourth Quarter and Full-Year 2023 Financial Results and Provides Full-Year 2024 Financial Guidance Full-Year 2023 Total Revenue Growth of 20% to $197.5 Million, with Adjusted EBITDA Growth of 40% Fourth Quarter Total Revenue Growth of 23% to $65.0 Million, with Adjus

February 29, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-35280 VERICEL CORPORATION (Exact name of registrant as specified i

February 29, 2024 EX-97

Policy for Recoupment of Erroneously Awarded Incentive Compensation.

Exhibit 97 POLICY FOR RECOUPMENT OF ERRONEOUSLY AWARDED INCENTIVE COMPENSATION (Adopted by the Board of Directors on October 25, 2023) Purpose The purpose of this Policy is to describe the circumstances in which Covered Officers will be required to repay or return Erroneously Awarded Compensation to the Company.

February 29, 2024 8-K

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): February 29, 2024 Vericel Corpora

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): February 29, 2024 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (l.

February 29, 2024 EX-21.1

Subsidiaries of Registrant.

Exhibit 21.1 SUBSIDIARIES OF REGISTRANT Vericel Denmark ApS, a Danish private limited company Vericel Security Corporation, a Massachusetts corporation

February 29, 2024 EX-10.9

Amended and Restated Non-Employee Director Compensation Guidelines (Revised May 3, 2023).

Exhibit 10.9 Amended and Restated Non-Employee Director Compensation Guidelines (Revised May 3, 2023) The Board of Directors of Vericel Corporation (the “Board”) has approved the following Amended and Restated Nonemployee Director Compensation Guidelines (the “Guidelines”), which apply to the compensation of outside directors for their service on the Board and which are designed to align their ove

February 14, 2024 SC 13G/A

VCEL / Vericel Corporation / BROWN CAPITAL MANAGEMENT LLC Passive Investment

SC 13G/A 1 fp0086869-13sc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 5)* Vericel Corporation (Name of Issuer) Common Stock, No Par Value Per Share (Title of Class of Securities) 92346J108 (CUSI

February 14, 2024 SC 13G/A

VCEL / Vericel Corporation / RTW INVESTMENTS, LP - VERICEL CORPORATION Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* Vericel Corporation (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 92346J108 (CUSIP Number) December 31, 2023 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this S

February 13, 2024 SC 13G/A

VCEL / Vericel Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv02201-vericelcorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Vericel Corp Title of Class of Securities: Common Stock CUSIP Number: 92346J108 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule

January 9, 2024 EX-99.1

Vericel Announces Preliminary Full-Year and Fourth Quarter 2023 Financial Results

Exhibit 99.1 Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T 617 588-5555 F 617 588-5554 www.vcel.com Vericel Announces Preliminary Full-Year and Fourth Quarter 2023 Financial Results Full-Year Total Revenue Expected to be Approximately $197.5 Million, Representing 20% Growth, with Fourth Quarter Revenue Growth of 23% to $65 Million MACI Full-Year Revenue Expected to be Approximately $1

January 9, 2024 8-K

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): January 9, 2024 Vericel Corporati

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): January 9, 2024 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of incorporation) (Commission Fil

January 9, 2024 EX-99.2

Advanced Therapies for the Sports Medicine & Severe Burn Care Markets 42ND ANNUAL J.P. MORGAN HEALTHCARE CONFERENCE JANUARY 10, 2024 Forward-Looking Statements and Legal Disclosure 2 Forward-Looking Statements Vericel cautions you that all statements

Exhibit 99.2 Advanced Therapies for the Sports Medicine & Severe Burn Care Markets 42ND ANNUAL J.P. MORGAN HEALTHCARE CONFERENCE JANUARY 10, 2024 Forward-Looking Statements and Legal Disclosure 2 Forward-Looking Statements Vericel cautions you that all statements other than statements of historical fact included in this presentation that address activities, events or developments that we expect, b

January 5, 2024 SC 13G/A

VCEL / Vericel Corporation / Conestoga Capital Advisors, LLC - CONESTOGA CAPITAL ADVISORS Passive Investment

SC 13G/A 1 vcela110524.htm CONESTOGA CAPITAL ADVISORS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Vericel Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 92346J108 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriat

November 8, 2023 EX-99.1

Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T 617 588-5555 F 617 588-5554 www.vcel.com Vericel Reports Third Quarter 2023 Financial Results and Raises Full-Year 2023 Financial Guidance Record Third Quarter Revenue of $45.6 Million, Repre

Exhibit 99.1 Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T 617 588-5555 F 617 588-5554 www.vcel.com Vericel Reports Third Quarter 2023 Financial Results and Raises Full-Year 2023 Financial Guidance Record Third Quarter Revenue of $45.6 Million, Representing 18% Growth versus Prior Year MACI Revenue Growth of 21% to $37.6 Million Full-Year 2023 Revenue Guidance Raised to $192.5-197.5 M

November 8, 2023 EX-10.3

Form of Non-Qualified Stock Option Award Agreement for Non-Employee Directors under the 2022 Omnibus Incentive Plan amended July 25, 2023.

Exhibit 10.3 Form of Non-Qualified Stock Option Award Agreement for Non-Employee Directors Under the 2022 Plan Vericel Corporation 2022 Omnibus Incentive Plan Non-Qualified Stock Option Award Agreement for Non-Employee Directors AWARD AGREEMENT (the "Agreement"), effective as of [[GRANTDATE]] (the “Grant Date”), is entered into by and between Vericel Corporation, a Michigan corporation (the “Compa

November 8, 2023 EX-10.1

Form of New Hire Incentive Stock Option Agreement under the 2022 Omnibus Incentive Plan amended July 25, 2023.

Exhibit 10.1 Form of New Hire Incentive Stock Option Award Agreement Under the 2022 Plan Vericel Corporation 2022 Omnibus Incentive Plan Incentive Stock Option Award Agreement AWARD AGREEMENT (the “Agreement”), effective as of [[GRANTDATE]] (the “Grant Date”), is entered into by and between Vericel Corporation, a Michigan corporation (the “Company”), and [[FIRSTNAME]] [[LASTNAME]] (the “Participan

November 8, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: September 30, 2023 ☐ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-35280 VERICEL CORPORATION (Exact name of registrant as s

November 8, 2023 8-K

Financial Statements and Exhibits

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): November 8, 2023 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (I.R

November 8, 2023 EX-10.2

Form of Current Employee Incentive Stock Option Agreement under the 2022 Omnibus Incentive Plan amended July 25, 2023.

Exhibit 10.2 Form of Current Employee Incentive Stock Option Award Agreement Under the 2022 Plan Vericel Corporation 2022 Omnibus Incentive Plan Incentive Stock Option Award Agreement AWARD AGREEMENT (the “Agreement”), effective as of [[GRANTDATE]] (the “Grant Date”), is entered into by and between Vericel Corporation, a Michigan corporation (the “Company”), and [[FIRSTNAME]] [[LASTNAME]] (the “Pa

September 20, 2023 EX-99.1

Vericel Announces U.S. Commercial Availability of NexoBrid® (anacaulase-bcdb) for the Treatment of Severe Thermal Burns in Adults Full commercial launch of NexoBrid marks important first step to becoming the new standard of care for eschar removal in

Exhibit 99.1 Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T 617 588-5555 F 617 588-5554 www.vcel.com Vericel Announces U.S. Commercial Availability of NexoBrid® (anacaulase-bcdb) for the Treatment of Severe Thermal Burns in Adults Full commercial launch of NexoBrid marks important first step to becoming the new standard of care for eschar removal in patients with deep partial- and/or f

September 20, 2023 8-K

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): September 20, 2023 Vericel Corpor

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): September 20, 2023 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (I

August 2, 2023 8-K

Financial Statements and Exhibits

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): August 2, 2023 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (I.R.S

August 2, 2023 EX-10.2

Vericel Corporation 2022 Omnibus Incentive Plan Restricted Stock Unit Award (Deferred) Agreement for Non-Employee Directors.

Vericel Corporation 2022 Omnibus Incentive Plan Restricted Stock Unit Award (Deferred) Agreement for Non-Employee Directors Name of Participant: No.

August 2, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-35280 VERICEL CORPORATION (Exact name of registrant as specif

August 2, 2023 EX-99.1

Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T 617 588-5555 F 617 588-5554 www.vcel.com Vericel Reports Second Quarter 2023 Financial Results and Raises Full-Year 2023 Financial Guidance Record Second Quarter Total Revenue of $45.9 Millio

Exhibit 99.1 Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T 617 588-5555 F 617 588-5554 www.vcel.com Vericel Reports Second Quarter 2023 Financial Results and Raises Full-Year 2023 Financial Guidance Record Second Quarter Total Revenue of $45.9 Million, Representing 24% Growth versus Prior Year MACI Revenue Growth of 27% to $36.3 Million Epicel Revenue Growth of 17% to $9.6 Million Ful

August 2, 2023 EX-10.1

Vericel Corporation Deferred Compensation Plan.

VERICEL CORPORATION DEFERRED COMPENSATION PLAN Effective May 3, 2023 TABLE OF CONTENTS Page ARTICLE 1 Definitions 1 1.

May 22, 2023 S-8

As filed with the Securities and Exchange Commission on May 22, 2023. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Vericel Corporation (Exact name of registra

Registration No. 333- As filed with the Securities and Exchange Commission on May 22, 2023. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 94-3096597 (State or other jurisdiction (I.R.S. employer identification no.) of incorpo

May 22, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE FORM S-8 (Form type) Vericel Corporation (Exact name of Registrant as specified in its charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Debt Deferred Compensation Obligations(1) Other $25,000,000 100% $25,000,000 $0.

May 10, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-35280 VERICEL CORPORATION (Exact name of registrant as speci

May 10, 2023 EX-99.1

Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T (617) 588-5555 F (617) 588-5554 www.vcel.com Vericel Reports First Quarter 2023 Financial Results and Raises Full-Year 2023 Financial Guidance Record First Quarter Total Revenue of $41 Millio

Exhibit 99.1 Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T (617) 588-5555 F (617) 588-5554 www.vcel.com Vericel Reports First Quarter 2023 Financial Results and Raises Full-Year 2023 Financial Guidance Record First Quarter Total Revenue of $41 Million MACI Revenue Increased 32% to $34.2 Million Full-Year 2023 Revenue Guidance Raised to $184-$192 Million Conference Call Today at 8:30am

May 10, 2023 8-K

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): May 10, 2023 Vericel Corporation

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): May 10, 2023 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (l.R.S.

May 5, 2023 8-K

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): May 3, 2023 Vericel Corporation (

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): May 3, 2023 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of incorporation) (Commission File Nu

May 5, 2023 EX-10.1

Vericel Corporation Deferred Compensation Plan, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on May 5, 2023, incorporated herein by reference (File No. 001-35280).

Exhibit 10.1 VERICEL CORPORATION DEFERRED COMPENSATION PLAN Effective May 3, 2023 TABLE OF CONTENTS Page ARTICLE 1 Definitions 1 1.1 Account 1 1.2 Annual Account 1 1.3 Annual Deferral Amount 1 1.4 Annual Installment Method 2 1.5 Base Salary 2 1.6 Beneficiary 2 1.7 Beneficiary Designation Form 2 1.8 Benefit Distribution Date 2 1.9 Board 2 1.10 Bonus 2 1.11 Cash Account 3 1.12 Cash Director Fees 3 1

March 23, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

March 23, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

March 23, 2023 DEF 14A

DEFINITIVE PROXY STATEMENT

2023 Notice of Virtual Annual Meeting of Shareholders and Proxy StatementStrong Financial Profile Maximizing MACI Growth Drivers Advancing Pipeline Expanding Burn Care Franchise • High-growth cartilage repair franchise • Continued growth in MACI surgeons and biopsies • MACI arthroscopic study in 2023; projected launch in 2024 • Pre-IND meeting for MACI Ankle planned for H1 2023 • Strong revenue gr

February 23, 2023 EX-21.1

Subsidiaries of Registrant.

Exhibit 21.1 SUBSIDIARIES OF REGISTRANT Vericel Denmark ApS, a Danish private limited company Vericel Security Corporation, a Massachusetts corporation

February 23, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-35280 VERICEL CORPORATION (Exact name of registrant as specified i

February 23, 2023 EX-99.1

Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T (617) 588-5555 F (617) 588-5554 www.vcel.com Vericel Reports Fourth Quarter and Full-Year 2022 Financial Results and Provides Full-Year 2023 Financial Guidance Record Fourth Quarter Total Rev

Exhibit 99.1 Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T (617) 588-5555 F (617) 588-5554 www.vcel.com Vericel Reports Fourth Quarter and Full-Year 2022 Financial Results and Provides Full-Year 2023 Financial Guidance Record Fourth Quarter Total Revenue of $52.7 Million and 31% Net Income Growth Full-Year 2022 Total Revenue of $164.4 Million, with MACI Revenue of $132 Million Full-Ye

February 23, 2023 8-K

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): February 23, 2023 Vericel Corpora

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): February 23, 2023 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (l.

February 14, 2023 SC 13G/A

VCEL / Vericel Corp / BROWN CAPITAL MANAGEMENT LLC Passive Investment

SC 13G/A 1 fp0081801-1sc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 4)* Vericel Corporation (Name of Issuer) Common Stock, No Par Value Per Share (Title of Class of Securities) 92346J108 (CUSIP

February 14, 2023 SC 13G/A

VCEL / Vericel Corp / RTW INVESTMENTS, LP - VERICEL CORPORATION Passive Investment

SC 13G/A 1 p23-0593sc13ga.htm VERICEL CORPORATION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Vericel Corporation (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 92346J108 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate

February 9, 2023 SC 13G/A

VCEL / Vericel Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv02171-vericelcorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: Vericel Corp. Title of Class of Securities: Common Stock CUSIP Number: 92346J108 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule

January 19, 2023 SC 13G

VCEL / Vericel Corp / Conestoga Capital Advisors, LLC - CONESTOGA CAPITAL ADVISORS Passive Investment

SC 13G 1 vcel11923.htm CONESTOGA CAPITAL ADVISORS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Vericel Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 92346J108 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

January 10, 2023 EX-99.2

Vericel is a Leader in Advanced Therapies for the Sports Medicine and Severe Burn Care Markets Portfolio of Innovative Cell Therapies and Specialty Biologics with Significant Barriers to Entry 3 The leading restorative cartilage repair product in the

Exhibit 99.2 Advanced Therapies for the Sports Medicine & Severe Burn Care Markets 41 ST ANNUAL J.P. MORGAN HEALTHCARE CONFERENCE JANUARY 11, 2023 Safe Harbor 2 Vericel cautions you that all statements other than statements of historical fact included in this presentation that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forwa

January 10, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): January 10, 2023 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (I.R

January 10, 2023 EX-99.1

Vericel Announces Preliminary Fourth-Quarter and Full-Year 2022 Financial Results and Accelerated Launch Timeline for MACI Arthroscopic Program Full-Year Total Revenue Expected to be Approximately $164 to $165 Million MACI Full-Year Revenue Expected

Exhibit 99.1 Vericel Announces Preliminary Fourth-Quarter and Full-Year 2022 Financial Results and Accelerated Launch Timeline for MACI Arthroscopic Program Full-Year Total Revenue Expected to be Approximately $164 to $165 Million MACI Full-Year Revenue Expected to be at the High End of Guidance Range, with Fourth Quarter Revenue Growth of Approximately 24% MACI Arthroscopic Commercial Launch Now

January 10, 2023 SC 13G/A

VCEL / Vericel Corp / ALGER ASSOCIATES INC - VERICEL CORPORATION Passive Investment

SC 13G/A 1 d295327dsc13ga.htm VERICEL CORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Vericel Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 92346J108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

December 29, 2022 EX-99.1

Vericel Announces FDA Approval of NexoBrid for the Treatment of Severe Thermal Burns in Adults Potential to become the new standard of care for eschar removal in patients with deep partial- and/or full- thickness thermal burns Label supported by robu

Exhibit 99.1 Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T 617 588-5555 F 617 588-5554 www.vcel.com Vericel Announces FDA Approval of NexoBrid for the Treatment of Severe Thermal Burns in Adults Potential to become the new standard of care for eschar removal in patients with deep partial- and/or full- thickness thermal burns Label supported by robust clinical data demonstrating signif

December 29, 2022 8-K

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): December 29, 2022 Vericel Corpora

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): December 29, 2022 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (I.

November 9, 2022 EX-99.1

Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T (617) 588-5555 F (617) 588-5554 www.vcel.com Vericel Reports Third Quarter 2022 Financial Results Total Net Product Revenue of $38.6 Million MACI Net Revenue Increased 30% to $31.0 Million Co

Exhibit 99.1 Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T (617) 588-5555 F (617) 588-5554 www.vcel.com Vericel Reports Third Quarter 2022 Financial Results Total Net Product Revenue of $38.6 Million MACI Net Revenue Increased 30% to $31.0 Million Conference Call Today at 8:30am Eastern Time CAMBRIDGE, Mass., November 9, 2022 (GLOBE NEWSWIRE) — Vericel Corporation (NASDAQ:VCEL), a lea

November 9, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: September 30, 2022 ☐ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-35280 VERICEL CORPORATION (Exact name of registrant as s

November 9, 2022 EX-10.12

Revolving Credit Agreement, dated as of July 29, 2022, by and among Vericel Corporation, as borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A.as administrative agent, sole bookrunner and sole lead arranger.

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH ?[***]?.

November 9, 2022 8-K

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): November 9, 2022 Vericel Corporat

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): November 9, 2022 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (I.R

August 3, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-35280 VERICEL CORPORATION (Exact name of registrant as specif

August 3, 2022 EX-10.11

Form of Non-Qualified Stock Option Award Agreement for Non-Employee Directors under the 2022 Omnibus Incentive Plan (

Exhibit 10.11 Form of Non-Qualified Stock Option Award Agreement for Non-Employee Directors Under the 2022 Plan Vericel Corporation 2022 Omnibus Incentive Plan Non-Qualified Stock Option Award Agreement for Non-Employee Directors AWARD AGREEMENT (the "Agreement"), effective as of [[GRANTDATE]] (the ?Grant Date?), is entered into by and between Vericel Corporation, a Michigan corporation (the ?Comp

August 3, 2022 EX-10.5

Eighth Amendment to the Distribution Agreement between Orsini Pharmaceutical Services, Inc. and the Company, dated May 15, 2022.

EIGHTH AMENDMENT TO DISTRIBUTION AGREEMENT This Eighth Amendment to the Distribution Agreement ("Eighth Amendment") is between Vericel Corporation ("Vericel") and Orsini Pharmaceutical Services, LLC.

August 3, 2022 EX-10.6

Third Amendment to the Dispensing Agreement between AllCare Plus Pharmacy, Inc. and the Company, dated May 16, 2022.

Third Amendment to Dispensing Agreement This Third Amendment to the July 26, 2018 Dispensing Agreement (?Agreement?) between Vericel Corporation (?Vericel? or ?Client?) and AllCare Plus Pharmacy LLC (?AllCare?) shall be effective as of May 16, 2022 (?Effective Date?).

August 3, 2022 EX-10.8

Form of Current Employee Incentive Stock Option Agreement under the 2022 Omnibus Incentive Plan (

Exhibit 10.8 Form of Current Employee Incentive Stock Option Award Agreement Under the 2022 Plan Vericel Corporation 2022 Omnibus Incentive Plan Incentive Stock Option Award Agreement AWARD AGREEMENT (the ?Agreement?), effective as of [[GRANTDATE]] (the ?Grant Date?), is entered into by and between Vericel Corporation, a Michigan corporation (the ?Company?), and [[FIRSTNAME]] [[LASTNAME]] (the ?Pa

August 3, 2022 8-K

Financial Statements and Exhibits

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): August 3, 2022 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (l.R.S

August 3, 2022 EX-99.1

Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T (617) 588-5555 F (617) 588-5554 www.vcel.com Vericel Reports Second Quarter 2022 Financial Results Second Quarter Total Net Revenue of $37.0 Million MACI Net Revenue of $28.6 Million Conferen

Exhibit 99.1 Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T (617) 588-5555 F (617) 588-5554 www.vcel.com Vericel Reports Second Quarter 2022 Financial Results Second Quarter Total Net Revenue of $37.0 Million MACI Net Revenue of $28.6 Million Conference Call Today at 8:30am Eastern Time CAMBRIDGE, Mass., August 3, 2022 (GLOBE NEWSWIRE) ? Vericel Corporation (NASDAQ:VCEL), a leader in a

August 3, 2022 EX-10.9

Form of Restricted Stock Unit Award Agreement for Employees under the 2022 Omnibus Incentive Plan (effective April 26, 2022).

Exhibit 10.9 Vericel Corporation 2022 Omnibus Incentive Plan Restricted Stock Unit Award Agreement for Company Employees Name of Participant: [[FIRSTNAME]] [[LASTNAME]] No. of Restricted Stock Units: [[SHARESGRANTED]] Grant Date: [[GRANTDATE]] Vesting Start Date: [[VESTINGSTARTDATE]] Pursuant to the Vericel Corporation 2022 Omnibus Incentive Plan as amended through the date hereof (the ?Plan?), Ve

August 3, 2022 EX-10.7

Form of New Hire Incentive Stock Option Agreement under the 2022 Omnibus Incentive Plan (

Exhibit 10.7 Form of New Hire Incentive Stock Option Award Agreement Under the 2022 Plan Vericel Corporation 2022 Omnibus Incentive Plan Incentive Stock Option Award Agreement AWARD AGREEMENT (the ?Agreement?), effective as of [[GRANTDATE]] (the ?Grant Date?), is entered into by and between Vericel Corporation, a Michigan corporation (the ?Company?), and [[FIRSTNAME]] [[LASTNAME]] (the ?Participan

August 3, 2022 EX-10.10

Form of Restricted Stock Unit Award Agreement for Non-employee Directors under the 2022 Omnibus Incentive Plan (

Exhibit 10.10 Vericel Corporation 2022 Omnibus Incentive Plan Restricted Stock Unit Award Agreement for Non-Employee Directors Name of Participant: No. of Restricted Stock Units: Grant Date: Vesting Start Date: Pursuant to the Vericel Corporation 2022 Omnibus Incentive Plan as amended through the date hereof (the ?Plan?), Vericel Corporation (the ?Company?) hereby grants an award of the number of

August 2, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): July 29, 2022 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (I.R.S.

May 6, 2022 S-8 POS

As filed with the Securities and Exchange Commission on May 6, 2022. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-8 (Registration No. 333-231163) POST-EFFEC

Registration No. 333-231163 Registration No. 333-241700 As filed with the Securities and Exchange Commission on May 6, 2022. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-8 (Registration No. 333-231163) POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-8 (Registration No. 333-241700) UNDER

May 6, 2022 S-8 POS

As filed with the Securities and Exchange Commission on May 6, 2022. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-8 (Registration No. 333-231163) POST-EFFEC

Registration No. 333-231163 Registration No. 333-241700 As filed with the Securities and Exchange Commission on May 6, 2022. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-8 (Registration No. 333-231163) POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-8 (Registration No. 333-241700) UNDER

May 6, 2022 EX-FILING FEES

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE FORM S-8 (Form type) Vericel Corporation (Exact name of Registrant as specified in its charter) Table 1: Newly Registered Securities Security Type Security Class Title(1) Fee Calculation Rule Amount Registered(2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock (no par value) Other(3) 2,750,000 $ 29.

May 6, 2022 S-8

As filed with the Securities and Exchange Commission on May 6, 2022. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Vericel Corporation (Exact name of registran

Registration No. 333- As filed with the Securities and Exchange Commission on May 6, 2022. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 94-3096597 (State or other jurisdiction (I.R.S. employer identification no.) of incorpor

May 4, 2022 EX-10.3

Form of New Hire Incentive Stock Option Award Agreement under the 2019 Omnibus Incentive Plan(amended February 15, 2022)

Exhibit 10.3 Form of New Hire Incentive Stock Option Award Agreement Under the 2019 Plan Vericel Corporation 2019 Omnibus Incentive Plan Incentive Stock Option Award Agreement AWARD AGREEMENT (the ?Agreement?), effective as of [[GRANTDATE]] (the ?Grant Date?), is entered into by and between Vericel Corporation, a Michigan corporation (the ?Company?), and [[FIRSTNAME]] [[LASTNAME]] (the ?Participan

May 4, 2022 8-K

Financial Statements and Exhibits

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): May 4, 2022 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (l.R.S. E

May 4, 2022 EX-10.4

Form of Non-Qualified Stock Option Award Agreement for Non-Employee Directors under the 2019 Omnibus Incentive Plan (amended February 15, 2022).

Exhibit 10.4 Form of Non-Qualified Stock Option Award Agreement for Non-Employee Directors Under the 2019 Plan Vericel Corporation 2019 Omnibus Incentive Plan Non-Qualified Stock Option Award Agreement for Non-Employee Directors AWARD AGREEMENT (the "Agreement"), effective as of [[GRANTDATE]] (the ?Grant Date?), is entered into by and between Vericel Corporation, a Michigan corporation (the ?Compa

May 4, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-35280 VERICEL CORPORATION (Exact name of registrant as speci

May 4, 2022 EX-10.2

Form of Current Employee Incentive Stock Option Agreement under the 2019 Omnibus Incentive Plan (amended February 15, 2022).

Exhibit 10.2 Form of Current Employee Incentive Stock Option Award Agreement Under the 2019 Plan Vericel Corporation 2019 Omnibus Incentive Plan Incentive Stock Option Award Agreement AWARD AGREEMENT (the ?Agreement?), effective as of [[GRANTDATE]] (the ?Grant Date?), is entered into by and between Vericel Corporation, a Michigan corporation (the ?Company?), and [[FIRSTNAME]] [[LASTNAME]] (the ?Pa

May 4, 2022 EX-99.1

Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T (617) 588-5555 F (617) 588-5554 www.vcel.com Vericel Reports First Quarter 2022 Financial Results First Quarter Total Net Revenue of $36.1 Million Conference Call Today at 8:30am Eastern Time

Exhibit 99.1 Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T (617) 588-5555 F (617) 588-5554 www.vcel.com Vericel Reports First Quarter 2022 Financial Results First Quarter Total Net Revenue of $36.1 Million Conference Call Today at 8:30am Eastern Time CAMBRIDGE, Mass., May 4, 2022 (GLOBE NEWSWIRE) ? Vericel Corporation (NASDAQ:VCEL), a leader in advanced therapies for the sports medici

May 4, 2022 EX-10.1

Lease Agreement, dated January 28, 2022, by and between the Company and NBD Property Owner 2, L.P.

EXECUTION VERSION CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH ?[***]?.

April 29, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): April 27, 2022 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (I.R.S

April 29, 2022 EX-10.1

Vericel Corporation 2022 Omnibus Incentive Plan.

Exhibit 10.1 VERICEL CORPORATION 2022 OMNIBUS INCENTIVE PLAN (Effective as of April 27, 2022) Vericel Corporation (the ?Company?), a Michigan corporation, hereby establishes and adopts the following 2022 Omnibus Incentive Plan (the ?Plan?). 1. PURPOSE OF THE PLAN The purpose of the Plan is to assist the Company and its Affiliates in attracting and retaining certain individuals to serve as director

March 17, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant ? Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

March 17, 2022 DEF 14A

DEFINITIVE PROXY STATEMENT

March 17, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant ? Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

February 24, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): February 16, 2022 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (I.

February 24, 2022 8-K

Financial Statements and Exhibits

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): February 24, 2022 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (l.

February 24, 2022 10-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-35280 VERICEL CORPORATION (Exact name of registrant as specified in its charter)

February 24, 2022 EX-21.1

Subsidiaries of Registrant

Exhibit 21.1 SUBSIDIARIES OF REGISTRANT Marrow Donation, LLC, a California limited liability company Vericel Denmark ApS, a Danish private limited company Vericel Security Corporation, a Massachusetts corporation

February 24, 2022 EX-99.1

Vericel Announces Appointment of Jonathan Siegal as Principal Accounting Officer

Exhibit 99.1 Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T 617 588-5555 F 617 588-5554 www.vcel.com Vericel Announces Appointment of Jonathan Siegal as Principal Accounting Officer CAMBRIDGE, Mass., February 24, 2022 (GLOBE NEWSWIRE) - Vericel Corporation (NASDAQ:VCEL), a leader in advanced therapies for the sports medicine and severe burn care markets, today announced that the Board

February 24, 2022 EX-99.1

Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T (617) 588-5555 F (617) 588-5554 www.vcel.com Vericel Reports Fourth Quarter and Full-Year 2021 Financial Results and Provides Full-Year 2022 Financial Guidance Full-Year 2021 Total Revenue Gr

Exhibit 99.1 Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T (617) 588-5555 F (617) 588-5554 www.vcel.com Vericel Reports Fourth Quarter and Full-Year 2021 Financial Results and Provides Full-Year 2022 Financial Guidance Full-Year 2021 Total Revenue Growth of 26% Full-Year 2022 Total Revenue Guidance of $178 to $189 Million Conference Call Today at 8:30am Eastern Time CAMBRIDGE, Mass.,

February 14, 2022 SC 13G

VCEL / Vericel Corp / ALGER ASSOCIATES INC - VERICEL CORPORATION Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Vericel Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 92346J108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

February 14, 2022 SC 13G/A

VCEL / Vericel Corp / BROWN CAPITAL MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 3)* Vericel Corporation (Name of Issuer) Common Stock, No Par Value Per Share (Title of Class of Securities) 92346J108 (CUSIP Number) Eddie C. Brown Brown Cap

February 11, 2022 SC 13G/A

VCEL / Vericel Corp / MACQUARIE GROUP LTD - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Vericel Corporation (Name of Issuer) Common Shares (Title of Class of Securities) 92346J108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

February 10, 2022 SC 13G/A

VCEL / Vericel Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Vericel Corp Title of Class of Securities: Common Stock CUSIP Number: 92346J108 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 1

February 2, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): January 28, 2022 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (I.R

January 12, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): January 12, 2022 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (I.R

January 12, 2022 EX-99.1

Advanced Therapies for the Sports Medicine and Severe Burn Care Markets CORPORATE PRESENTATION JANUARY 2022 Safe Harbor 2 Vericel has provided in this presentation certain financial information that has not been prepared in accordance with GAAP. Veri

Exhibit 99.1 Advanced Therapies for the Sports Medicine and Severe Burn Care Markets CORPORATE PRESENTATION JANUARY 2022 Safe Harbor 2 Vericel has provided in this presentation certain financial information that has not been prepared in accordance with GAAP. Vericel?s management believes that the non-GAAP adjusted EBITDA described in the presentation, which includes adjustments for specific items

November 9, 2021 EX-99.1

Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T (617) 588-5555 F (617) 588-5554 www.vcel.com Vericel Reports Third Quarter 2021 Financial Results Third Quarter Total Net Revenue of $34.5 Million Year-To-Date 2021 Revenue Increased 38% to $

Exhibit 99.1 Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T (617) 588-5555 F (617) 588-5554 www.vcel.com Vericel Reports Third Quarter 2021 Financial Results Third Quarter Total Net Revenue of $34.5 Million Year-To-Date 2021 Revenue Increased 38% to $108.6 Million Conference Call Today at 8:30am Eastern Time CAMBRIDGE, Mass., November 9, 2021 (GLOBE NEWSWIRE) ? Vericel Corporation (NAS

November 9, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: September 30, 2021 ☐ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: September 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-35280 VERICEL CORPORATION (Exact name of registrant as s

November 9, 2021 8-K

Financial Statements and Exhibits

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): November 9, 2021 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (l.R

October 12, 2021 SC 13G/A

VCEL / Vericel Corp / BROWN CAPITAL MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 2)* Vericel Corporation (Name of Issuer) Common Stock, No Par Value Per Share (Title of Class of Securities) 92346J108 (CUSIP Number) Eddie C. Brown Brown Cap

August 27, 2021 EX-4.2

Statement of Eligibility on Form T-1 of the trustee under the senior debt indenture filed as Exhibit 4.2 above.

Exhibit 4.2 VERICEL CORPORATION TO Trustee Indenture Dated as of , 20 Senior Debt Securities TABLE OF CONTENTS Page ARTICLE ONE - DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 8 SECTION 101. Definitions 8 SECTION 102. Compliance Certificates and Opinions 16 SECTION 103. Form of Documents Delivered to Trustee 16 SECTION 104. Acts of Holders 17 SECTION 105. Notices, etc., to Trustee and Co

August 27, 2021 EX-5.3

Opinion of Dykema Gossett PLLC relating to the Sale Agreement Prospectus Supplement.

Exhibit 5.3 Dykema Gossett PLC. 400 Renaissance Center Detroit, MI 48243 www.dykema.com Tel: (313) 568-6800 Fax: (313) 568-6893 August 27, 2021 Vericel Corporation 64 Sidney Street Cambridge, Massachusetts 02139 Re: Vericel Corporation Registration Statement on Form S-3 (the ?Registration Statement?) Dear Ladies and Gentlemen: We have acted as special counsel for Vericel Corporation, a Michigan co

August 27, 2021 EX-1.2

Sales Agreement, dated August 27, 2021, among the Company and SVB Leerink LLC, filed as Exhibit 1.2 to the Company’s Registration Statement on Form S-3ASR, filed with the Securities and Exchange Commission on August 27, 2021 and incorporated herein by reference (File No. 333-259119).

Exhibit 1.2 Vericel Corporation Shares of Common Stock (no par value per share) SALES AGREEMENT August 27, 2021 SVB LEERINK LLC 1301 Avenue of the Americas, 12th Floor New York, New York 10019 Ladies and Gentlemen: Vericel Corporation, a Michigan corporation (the ?Company?), confirms its agreement (this ?Agreement?) with SVB Leerink LLC (the ?Agent?), as follows: 1.????????????Issuance and Sale of

August 27, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): August 27, 2021 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (I.R.

August 27, 2021 EX-4.3

Statement of Eligibility on Form T-1 of the trustee under the subordinated debt indenture filed as Exhibit 4.3 above.

Exhibit 4.3 VERICEL CORPORATION TO Trustee Indenture Dated as of , 20 Subordinated Debt Securities TABLE OF CONTENTS Page ARTICLE ONE - DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 9 SECTION 101. Definitions 9 SECTION 102. Compliance Certificates and Opinions 17 SECTION 103. Form of Documents Delivered to Trustee 17 SECTION 104. Acts of Holders 17 SECTION 105. Notices, etc., to Trustee

August 27, 2021 S-3ASR

As filed with the Securities and Exchange Commission on August 27, 2021

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 27, 2021 Registration No.

August 4, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-35280 VERICEL CORPORATION (Exact name of registrant as specif

August 4, 2021 EX-99.1

Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T (617) 588-5555 F (617) 588-5554 www.vcel.com Vericel Reports Second Quarter 2021 Financial Results and Raises Full-Year 2021 Revenue Guidance Second Quarter Total Net Revenue Increased 97% to

Exhibit 99.1 Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T (617) 588-5555 F (617) 588-5554 www.vcel.com Vericel Reports Second Quarter 2021 Financial Results and Raises Full-Year 2021 Revenue Guidance Second Quarter Total Net Revenue Increased 97% to $39.5 Million Full-Year 2021 Revenue Guidance Raised to $168-$171 Million Conference Call Today at 8:30am Eastern Time CAMBRIDGE, Mass.,

August 4, 2021 8-K

Financial Statements and Exhibits

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): August 4, 2021 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (l.R.S

June 29, 2021 8-K

Financial Statements and Exhibits, Other Events

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 29, 2021 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (I.R.S.

June 29, 2021 EX-99.1

Vericel Provides Regulatory Update for NexoBrid

EX-99.1 2 tm2120963d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T 617 588-5555 F 617 588-5554 www.vcel.com Vericel Provides Regulatory Update for NexoBrid CAMBRIDGE, Mass., June 29, 2021 (GLOBE NEWSWIRE) - Vericel Corporation (NASDAQ:VCEL), a leader in advanced therapies for the sports medicine and severe burn care markets, today announced that it

June 21, 2021 8-K

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

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 15, 2021 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (I.R.S.

June 2, 2021 EX-99.1

Vericel Announces Appointment of Lisa Wright to Board of Directors

Exhibit 99.1 Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T 617 588-5555 F 617 588-5554 www.vcel.com Vericel Announces Appointment of Lisa Wright to Board of Directors CAMBRIDGE, Mass., June 2, 2021 (GLOBE NEWSWIRE) - Vericel Corporation (NASDAQ:VCEL), a leader in advanced therapies for the sports medicine and severe burn care markets, today announced the appointment of Lisa Wright to

June 2, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 1, 2021 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (I.R.S.

May 5, 2021 10-Q

Quarterly Report - 10-Q 3.31.2021

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-35280 VERICEL CORPORATION (Exact name of registrant as speci

May 5, 2021 8-K

Financial Statements and Exhibits

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): May 5, 2021 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (l.R.S. E

May 5, 2021 EX-99.1

Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T (617) 588-5555 F (617) 588-5554 www.vcel.com Vericel Reports First Quarter 2021 Financial Results and Raises Full-Year 2021 Revenue Guidance First Quarter Total Net Revenue Increased 30% to $

Exhibit 99.1 Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T (617) 588-5555 F (617) 588-5554 www.vcel.com Vericel Reports First Quarter 2021 Financial Results and Raises Full-Year 2021 Revenue Guidance First Quarter Total Net Revenue Increased 30% to $34.6 Million Full-Year 2021 Revenue Guidance Raised to $165 - $168 Million Conference Call Today at 8:30am Eastern Time CAMBRIDGE, Mass.,

April 29, 2021 8-K

Submission of Matters to a Vote of Security Holders

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): April 28, 2021 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (I.R.S

March 19, 2021 DEF 14A

- DEFINITIVE PROXY STATEMENT

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March 19, 2021 DEFA14A

- DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant ? Filed by a Party other than the Registrant CHECK THE APPROPRIATE BOX: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

March 19, 2021 DEF 14A

Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 19, 2021.

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant ? Filed by a Party other than the Registrant CHECK THE APPROPRIATE BOX: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14

February 24, 2021 EX-99.1

Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T (617) 588-5555 F (617) 588-5554 www.vcel.com Vericel Reports Fourth Quarter and Full-Year 2020 Financial Results and Provides Full-Year 2021 Financial Guidance Record Fourth Quarter Total Rev

Exhibit 99.1 Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T (617) 588-5555 F (617) 588-5554 www.vcel.com Vericel Reports Fourth Quarter and Full-Year 2020 Financial Results and Provides Full-Year 2021 Financial Guidance Record Fourth Quarter Total Revenue, Gross Margin, Net Income and Operating Cash Flow Full-Year 2021 Total Revenue Expected to Grow 30%-32% to Approximately $161 to $16

February 24, 2021 EX-10.32

Incentive Stock Option Agreement for New Hires under the 2019 Omnibus Incentive Plan.

Exhibit 10.32 Vericel Corporation 2019 Omnibus Incentive Plan Incentive Stock Option Award Agreement AWARD AGREEMENT (the ?Agreement?), effective as of [[GRANTDATE]] (the ?Grant Date?), is entered into by and between Vericel Corporation, a Michigan corporation (the ?Company?), and [[FIRSTNAME]] [[LASTNAME]] (the ?Participant?). 1.Grant of Option. The Company hereby grants to the Participant a stoc

February 24, 2021 10-K

Annual Report - 10-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-35280 VERICEL CORPORATION (Exact name of registrant as specified in its charter)

February 24, 2021 EX-21.1

Subsidiaries of Registrant

EX-21.1 11 ex211subsidiariesofregistr.htm EX-21.1 SUBSIDIARIES OF REGISTRANT Exhibit 21.1 SUBSIDIARIES OF REGISTRANT Marrow Donation, LLC, a California limited liability company Vericel Denmark ApS, a Danish private limited company Vericel Security Corporation, a Massachusetts corporation

February 24, 2021 8-K

Financial Statements and Exhibits

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): February 24, 2021 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (l.

February 24, 2021 EX-10.7

by and between the Company and Up 64 Sidney Street, LLC, as amended.

Exhibit 10.7 64 Sidney Street Cambridge, Massachusetts LANDLORD UP 64 SIDNEY STREET, LLC TENANT VERICEL CORPORATION ACTIVE/103568117.9 Table of Contents Page ARTICLE I RECITALS AND DEFINITIONS 1 Section 1.1 Recitals. 1 Section 1.2 Definitions. 1 Section 1.3 Exhibits. 2 ARTICLE II PREMISES AND TERM 3 Section 2.1 Premises. 3 Section 2.2 Appurtenant Rights. 3 Section 2.3 Landlord?s Reservations. 4 Se

February 24, 2021 EX-10.44

by and between the Company and

EX-10.44 10 ex1044vericel-xemploymenta.htm EX-10.44 Exhibit 10.44 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is entered into between Vericel Corporation, a Michigan corporation (the “Company”) and Dr. Jonathan M. Hopper (the “Executive”), effective as of August 20, 2018 (the “Effective Date”). WHEREAS, the Company and the Executive previously entered into that certain offer lette

February 24, 2021 EX-10.35

Form of Restricted Stock Unit Award Agreement for Non-employee

Exhibit 10.35 Vericel Corporation 2019 Omnibus Incentive Plan Restricted Stock Unit Award Agreement for Non-Employee Directors Name of Participant: No. of Restricted Stock Units: Grant Date: Vesting Start Date: Pursuant to the Vericel Corporation 2019 Omnibus Incentive Plan as amended through the date hereof (the “Plan”), Vericel Corporation (the “Company”) hereby grants an award of the number of

February 24, 2021 EX-10.31

mployees under the 2019 Omnibus Incentive Plan.

EX-10.31 4 ex1031vcel-2019currentempl.htm EX-10.31 Exhibit 10.31 Vericel Corporation 2019 Omnibus Incentive Plan Incentive Stock Option Award Agreement AWARD AGREEMENT (the “Agreement”), effective as of [[GRANTDATE]] (the “Grant Date”), is entered into by and between Vericel Corporation, a Michigan corporation (the “Company”), and [[FIRSTNAME]] [[LASTNAME]] (the “Participant”). 1.Grant of Option.

February 24, 2021 EX-10.34

Restricted Stock Unit Award Agreement for Employees under the 2019 Omnibus Incentive Plan.

Exhibit 10.34 Vericel Corporation 2019 Omnibus Incentive Plan Restricted Stock Unit Award Agreement for Company Employees Name of Participant: [[FIRSTNAME]] [[LASTNAME]] No. of Restricted Stock Units: [[SHARESGRANTED]] Grant Date: [[GRANTDATE]] Vesting Start Date: [[VESTINGSTARTDATE]] Pursuant to the Vericel Corporation 2019 Omnibus Incentive Plan as amended through the date hereof (the “Plan”), V

February 24, 2021 EX-10.33

Non-Qualified Stock Option Agreement under the 2019 Omnibus Incentive Plan.

EX-10.33 6 ex1033vcel-2019nsoagreemen.htm EX-10.33 Exhibit 10.33 Vericel Corporation 2019 Omnibus Incentive Plan Non-Qualified Stock Option Award Agreement for Non-Employee Directors AWARD AGREEMENT (the "Agreement"), effective as of [[GRANTDATE]] (the “Grant Date”), is entered into by and between Vericel Corporation, a Michigan corporation (the “Company”), and [[FIRSTNAME]] [[LASTNAME]] (the “Par

February 24, 2021 EX-4.5

Amendment 2 to Shareholder Rights Agreement, dated as of February 11, 2021

Exhibit 4.3 AMENDMENT NO. 2 TO SHAREHOLDER RIGHTS AGREEMENT This Amendment No. 2 to Shareholder Rights Agreement, dated as of February 11, 2021 (this “Amendment No. 2”), is made between Vericel Corporation, a Michigan corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Rights Agent”). RECITALS A.The Company (formerly known as Aastrom Biosciences, Inc.) and the Rights

February 24, 2021 EX-10.43

by and between the Company and

EX-10.43 9 ex1043vericel-xemploymenta.htm EX-10.43 Exhibit 10.43 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is entered into between Vericel Corporation, a Michigan corporation (the “Company”) and Sean C. Flynn (the “Executive”), effective as of November 4, 2019 (the “Effective Date”). WHEREAS, the Company and the Executive previously entered into that certain offer letter dated a

February 12, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 1)* Veri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 1)* Vericel Corporation (Name of Issuer) Common Stock, No Par Value Per Share (Title of Class of Securities) 92346J108 (CUSIP Number) Eddie C. Brown Brown Cap

February 12, 2021 EX-4.1

Amendment No. 2 to Shareholder Rights Agreement, dated as of February 11, 2021, between the Company and Continental Stock Transfer & Trust Company, as Rights Agent.

EX-4.1 2 tm216304d1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 AMENDMENT NO. 2 TO SHAREHOLDER RIGHTS AGREEMENT This Amendment No. 2 to Shareholder Rights Agreement, dated as of February 11, 2021 (this “Amendment No. 2”), is made between Vericel Corporation, a Michigan corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Rights Agent”). RECITALS A. The Company (formerly known as

February 12, 2021 EX-99.2

EXHIBIT 2

EX-99.2 3 d122146dex992.htm IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY EXHIBIT 2 Ivy Investment Management Company - Tax ID No. 03-0481447 Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940

February 12, 2021 EX-99.1

Vericel Announces Termination of Shareholder Rights Agreement

EX-99.1 3 tm216304d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T 617 588-5555 F 617 588-5554 www.vcel.com Vericel Announces Termination of Shareholder Rights Agreement CAMBRIDGE, Mass., February 12, 2021 (GLOBE NEWSWIRE) - Vericel Corporation (NASDAQ:VCEL), a leader in advanced therapies for the sports medicine and severe burn care markets, today

February 12, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 1* Vericel Corporation (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) December 3

Vericel Corp UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 1* Vericel Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 92346J108 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

February 12, 2021 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 3) * Veric

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.

February 12, 2021 EX-99.1

JOINT FILING AGREEMENT

Joint Filing Agreement EXHIBIT 1 JOINT FILING AGREEMENT Waddell & Reed Financial, Inc.

February 12, 2021 8-A12B/A

- 8-A12B/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A POST-EFFECTIVE AMENDMENT NO. 2 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 94-3096597 (State or other jurisdiction of incorporation or organization) (IRS E

February 12, 2021 EX-99.3

POWER OF ATTORNEY

EX-99.3 4 d122146dex993.htm POWER OF ATTORNEY EXHIBIT 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT: The undersigned, Waddell & Reed Financial, Inc., a corporation organized and existing under the laws of the State of Delaware, constitutes and appoints J.J. Richie and Mark P. Buyle and each of them severally, its true and lawful attorneys-in-fact on behalf of the corporation and in its

February 12, 2021 EX-1

Joint Filing Statement Pursuant to Rule 13d-1(k)(1)

EX-1 2 ex1.htm Exhibit 1 Joint Filing Statement Pursuant to Rule 13d-1(k)(1) The undersigned hereby consent and agree to the joint filing of Schedule 13G Amendment No. 3 under the Securities Exchange Act of 1934, as amended, with respect to the Common Stock of Vericel Corporation beneficially owned by them, together with any or all amendments thereto, when and if appropriate. The parties hereto fu

February 12, 2021 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

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): February 11, 2021 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (I.

February 12, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.__3__)* Vericel Corporation (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) Decembe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 10, 2021 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Vericel Corp Title of Class of Securities: Common Stock CUSIP Number: 92346J108 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 1

January 25, 2021 EX-99.1

Vericel Announces Appointment of Joe Mara as Chief Financial Officer

Exhibit 99.1 Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T 617 588-5555 F 617 588-5554 www.vcel.com Vericel Announces Appointment of Joe Mara as Chief Financial Officer CAMBRIDGE, Mass., January 25, 2021 (GLOBE NEWSWIRE) - Vericel Corporation (NASDAQ:VCEL), a leader in advanced therapies for the sports medicine and severe burn care markets, announced the appointment of Joe Mara as Chi

January 25, 2021 EX-10.1

Employment Agreement, dated January 21, 2021, by and between Vericel Corporation and Joseph Mara.

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is entered into between Vericel Corporation, a Michigan corporation (the “Company”) and Joseph A. Mara (the “Executive”), effective as of January 25, 2021, unless another date is agreed to by the Executive and the Company (the “Effective Date”). WHEREAS, the Company and the Executive previously entered into that certain offe

January 25, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

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): January 25, 2021 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (I.R

January 11, 2021 EX-99.1

Vericel Announces Preliminary Fourth-Quarter and Full-Year 2020 Financial Results and Provides Business Updates Record Quarterly and Full-Year Total Revenues Fourth Quarter Revenue Growth of Approximately 15%

Exhibit 99.1 Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T 617 588-5555 F 617 588-5554 www.vcel.com Vericel Announces Preliminary Fourth-Quarter and Full-Year 2020 Financial Results and Provides Business Updates Record Quarterly and Full-Year Total Revenues Fourth Quarter Revenue Growth of Approximately 15% CAMBRIDGE, Mass., January 11, 2021 (GLOBE NEWSWIRE) — Vericel Corporation (NAS

January 11, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

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): January 11, 2021 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (I.R

November 5, 2020 8-K

Financial Statements and Exhibits - 8-K

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): November 5, 2020 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (l.R

November 5, 2020 EX-99.1

Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T (617) 588-5555 F (617) 588-5554 www.vcel.com Vericel Reports Record Third Quarter Revenues and Net Income Total Net Revenues of $32.3 Million and Net Income of $3.6 Million Conference Call To

Exhibit 99.1 Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T (617) 588-5555 F (617) 588-5554 www.vcel.com Vericel Reports Record Third Quarter Revenues and Net Income Total Net Revenues of $32.3 Million and Net Income of $3.6 Million Conference Call Today at 8:30am Eastern Time CAMBRIDGE, Mass., November 5, 2020 (GLOBE NEWSWIRE) — Vericel Corporation (NASDAQ:VCEL), a leader in advanced

November 5, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-35280 VERICEL CORPORATION (Exact name of registrant as s

October 14, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

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): October 14, 2020 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (I.R

October 14, 2020 EX-99.1

Vericel Announces Preliminary Third Quarter 2020 Total Net Revenues of $32 Million Double-Digit Revenue, Implant and Biopsy Growth for MACI in the Quarter and Record Monthly Biopsies in September Approximately $4.6 Million of Operating Cash Flow for

Exhibit 99.1 Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T 617 588-5555 F 617 588-5554 www.vcel.com Vericel Announces Preliminary Third Quarter 2020 Total Net Revenues of $32 Million Double-Digit Revenue, Implant and Biopsy Growth for MACI in the Quarter and Record Monthly Biopsies in September Approximately $4.6 Million of Operating Cash Flow for the Quarter CAMBRIDGE, Mass., October

September 16, 2020 EX-99.1

Vericel Announces FDA Acceptance of Biologics License Application for NexoBrid for the Treatment of Severe Thermal Burns

Exhibit 99.1 Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T 617 588-5555 F 617 588-5554 www.vcel.com Vericel Announces FDA Acceptance of Biologics License Application for NexoBrid for the Treatment of Severe Thermal Burns CAMBRIDGE, Mass., September 16, 2020 (GLOBE NEWSWIRE) - Vericel Corporation (NASDAQ: VCEL) today announced that the U.S. Food and Drug Administration (FDA) has accept

September 16, 2020 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

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): September 16, 2020 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (I

September 8, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

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): September 1, 2020 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (I.

August 6, 2020 S-8

- FORM S-8

Registration No. 333- As filed with the Securities and Exchange Commission on August 6, 2020. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 94-3096597 (State or other jurisdiction (I.R.S. employer identification no.) of incor

August 5, 2020 8-K

Financial Statements and Exhibits

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): August 5, 2020 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (l.R.S

August 5, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: June 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-35280 VERICEL CORPORATION (Exact name of registrant as specif

August 5, 2020 EX-99.1

Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T (617) 588-5555 F (617) 588-5554 www.vcel.com Vericel Reports Second Quarter 2020 Financial Results Product Revenues of $20.0 Million Reported for the Second Quarter Conference Call Today at 8

Exhibit 99.1 Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T (617) 588-5555 F (617) 588-5554 www.vcel.com Vericel Reports Second Quarter 2020 Financial Results Product Revenues of $20.0 Million Reported for the Second Quarter Conference Call Today at 8:30am Eastern Time CAMBRIDGE, Mass., August 5, 2020 (GLOBE NEWSWIRE) — Vericel Corporation (NASDAQ:VCEL), a leader in advanced therapies

July 9, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 9, 2020 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (I.R.S.

July 9, 2020 EX-99.1

Vericel Announces Preliminary Second Quarter 2020 Financial Results and Provides Business Updates Second Quarter Net Product Revenues Expected to be Approximately $20 Million

Exhibit 99.1 Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T 617 588-5555 F 617 588-5554 www.vcel.com Vericel Announces Preliminary Second Quarter 2020 Financial Results and Provides Business Updates Second Quarter Net Product Revenues Expected to be Approximately $20 Million CAMBRIDGE, Mass., July 9, 2020 (GLOBE NEWSWIRE) — Vericel Corporation (NASDAQ:VCEL), a leader in advanced therap

June 30, 2020 8-K

Financial Statements and Exhibits, Other Events

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, 2020 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (I.R.S.

June 30, 2020 EX-99.1

Vericel Announces Submission of Biologics License Application to the FDA for NexoBrid for the Treatment of Severe Thermal Burns

Exhibit 99.1 Vericel Announces Submission of Biologics License Application to the FDA for NexoBrid for the Treatment of Severe Thermal Burns CAMBRIDGE, Mass., June 30, 2020 (GLOBE NEWSWIRE) - Vericel Corporation (NASDAQ: VCEL) today announced the submission of a Biologics License Application (BLA) to the U.S. Food and Drug Administration (FDA) seeking the approval of NexoBrid® (concentrate of prot

June 10, 2020 SC 13G

VCEL / Vericel Corporation / BROWN CAPITAL MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 0)* Vericel Corporation (Name of Issuer) Common Stock (No par value) (Title of Class of Securities) 92346J108 (CUSIP Number) Eddie C. Brown Brown Capital Mana

May 11, 2020 10-Q

Quarterly Report - 10-Q 3.31.20

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: March 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-35280 VERICEL CORPORATION (Exact name of registrant as specified in its ch

May 5, 2020 8-K

Financial Statements and Exhibits

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): May 5, 2020 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (l.R.S. E

May 5, 2020 EX-99.1

Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T (617) 588-5555 F (617) 588-5554 www.vcel.com Vericel Reports First Quarter 2020 Financial Results Product Revenues of $26.7 Million Increase 22% Over First Quarter 2019 Positive Cash Flow for

EX-99.1 2 ex991earningsreleaseq1.htm EXHIBIT 99.1 - 3.31.20 EARNINGS RELEASE Exhibit 99.1 Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T (617) 588-5555 F (617) 588-5554 www.vcel.com Vericel Reports First Quarter 2020 Financial Results Product Revenues of $26.7 Million Increase 22% Over First Quarter 2019 Positive Cash Flow for the Quarter Conference Call Today at 8:30am Eastern Time CA

May 1, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): April 29, 2020 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (I.R.S

May 1, 2020 EX-10.1

Vericel Corporation Amended and Restated 2019 Omnibus Incentive Plan

Exhibit 10.1 VERICEL CORPORATION AMENDED AND RESTATED 2019 OMNIBUS INCENTIVE PLAN (amended and restated as of April 29, 2020) Vericel Corporation (the “Company”), a Michigan corporation, hereby establishes and adopts the following Amended and Restated 2019 Omnibus Incentive Plan (the “Plan”). 1. PURPOSE OF THE PLAN The purpose of the Plan is to assist the Company and its Affiliates in attracting a

April 10, 2020 DEFA14A

ASTM / DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrantx Filed by a Party other than the Registrant¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definit

April 2, 2020 EX-99.1

Vericel Provides Business and Financial Updates First Quarter Preliminary Unaudited Product Revenues Increased Approximately 21% Over First Quarter 2019 Full Year 2020 Financial Guidance Withdrawn Due to Uncertainty Regarding Impact of COVID-19

Exhibit 99.1 Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T 617 588-5555 F 617 588-5554 www.vcel.com Vericel Provides Business and Financial Updates First Quarter Preliminary Unaudited Product Revenues Increased Approximately 21% Over First Quarter 2019 Full Year 2020 Financial Guidance Withdrawn Due to Uncertainty Regarding Impact of COVID-19 CAMBRIDGE, Mass., April 2, 2020 (GLOBE NEW

April 2, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): April 2, 2020 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (I.R.S.

March 20, 2020 DEF 14A

Vericel Corporation Amended and Restated 2019 Omnibus Incentive Plan, attached as Appendix I to the Company’s Proxy Statement filed on March 20, 2020, incorporated herein by reference (File No. 001-35280).

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 25, 2020 EX-21.1

Subsidiaries of Registrant

Exhibit 21.1 SUBSIDIARIES OF REGISTRANT Marrow Donation, LLC, a California limited liability company Vericel Denmark ApS, a Danish private limited company Vericel Security Corporation, a Massachusetts corporation

February 25, 2020 8-K

Financial Statements and Exhibits

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): February 25, 2020 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (l.

February 25, 2020 EX-4.5

Description of Capital Stock.

Exhibit 4.5 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended The common stock, no par value per share (“Common Stock”), of Vericel Corporation (“Vericel,” “we,” or “our”) is registered under Section 12 of the Securities Exchange Act of 1934, as amended. The following description sets forth certain general terms and prov

February 25, 2020 EX-99.1

Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T (617) 588-5555 F (617) 588-5554 www.vcel.com Vericel Reports Fourth Quarter and Full-Year 2019 Financial Results and Provides Full-Year 2020 Financial Guidance Full Year 2019 Product Revenues

Exhibit 99.1 Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T (617) 588-5555 F (617) 588-5554 www.vcel.com Vericel Reports Fourth Quarter and Full-Year 2019 Financial Results and Provides Full-Year 2020 Financial Guidance Full Year 2019 Product Revenues of $117.9 Million Increased 30% Over 2018 Record Quarterly Revenue and Profit in the Fourth Quarter Conference Call Today at 8:30am East

February 25, 2020 10-K

Annual Report - 10-K 12.31.2019

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-35280 VERICEL CORPORATION (Exact name of registrant as specified in its charter)

February 14, 2020 SC 13G/A

VCEL / Vericel Corporation / Consonance Capital Management LP - CONSONANCE CAPITAL MANAGEMENT LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Vericel Corporation (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 92346J108 (CUSIP Number) December 31, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

February 14, 2020 EX-99.3

POWER OF ATTORNEY

Power of Attorney EXHIBIT 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT: The undersigned, Waddell & Reed Financial, Inc.

February 14, 2020 EX-99.2

EXHIBIT 2

Identification and Classification of the Subsidiary Which Acquired the Security EXHIBIT 2 Ivy Investment Management Company - Tax ID No. 03-0481447 Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940

February 14, 2020 SC 13G/A

VCEL / Vericel Corporation / RTW INVESTMENTS, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 14, 2020 EX-1

JOINT FILING STATEMENT PURSUANT TO RULE 13D-1(K)(1)

Exhibit 1 JOINT FILING STATEMENT PURSUANT TO RULE 13D-1(K)(1) The undersigned hereby consent and agree to the joint filing of Schedule 13G Amendment No.

February 14, 2020 EX-99.1

JOINT FILING AGREEMENT

Joint Filing Agreement EXHIBIT 1 JOINT FILING AGREEMENT Waddell & Reed Financial, Inc.

February 14, 2020 SC 13G

VCEL / Vericel Corporation / WADDELL & REED FINANCIAL INC - VERICEL CORPORATION Passive Investment

Vericel Corporation UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 13, 2020 SC 13G/A

VCEL / Vericel Corporation / Flynn James E Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.

February 12, 2020 SC 13G/A

VCEL / Vericel Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Vericel Corp Title of Class of Securities: Common Stock CUSIP Number: 92346J108 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 1

November 13, 2019 CORRESP

VCEL / Vericel Corporation CORRESP - -

Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 November 13, 2019 VIA EDGAR Division of Corporation Finance Office of Life Sciences United States Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: Vericel Corporation Form 10-K for the Fiscal Year Ended December 31, 2018 Filed February 26, 2019 Form 10-Q Filed for the Quarterly Pe

November 5, 2019 EX-99.1

Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T (617) 588-5555 F (617) 588-5554 www.vcel.com Vericel Reports Record Third Quarter Revenues, Net Income and Operating Cash Flow Product Revenues of $30.5 Million Increase 36% Over Third Quarte

Exhibit 99.1 Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T (617) 588-5555 F (617) 588-5554 www.vcel.com Vericel Reports Record Third Quarter Revenues, Net Income and Operating Cash Flow Product Revenues of $30.5 Million Increase 36% Over Third Quarter 2018 Full Year 2019 Revenue Guidance Raised to $116 to $118 Million Conference Call Today at 8:30am Eastern Time CAMBRIDGE, Mass., Nove

November 5, 2019 8-K

Financial Statements and Exhibits

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): November 5, 2019 Vericel Corporation (Exact name of registrant as specified in its charter) Michigan 001-35280 94-3096597 (State or other jurisdiction of (Commission File Number) (l.R

November 5, 2019 10-Q

Quarterly Report - 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-35280 VERICEL CORPORATION (Exact name of registrant as spec

August 6, 2019 EX-99.1

Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T (617) 588-5555 F (617) 588-5554 www.vcel.com Vericel Reports Second Quarter 2019 Financial Results and Raises Full Year 2019 Revenue Guidance Record Second Quarter Product Revenues of $26.2 M

Exhibit 99.1 Vericel Corporation 64 Sidney Street Cambridge, MA 02139 T (617) 588-5555 F (617) 588-5554 www.vcel.com Vericel Reports Second Quarter 2019 Financial Results and Raises Full Year 2019 Revenue Guidance Record Second Quarter Product Revenues of $26.2 Million Represent a 38% Increase Over Second Quarter 2018 Full Year 2019 Revenue Guidance Raised to $112 to $116 Million Conference Call T

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