Current Report Filing (8-k)
August 27 2021 - 4:44PM
Edgar (US Regulatory)
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2021-08-27
2021-08-27
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of
Earliest Event Reported): August 27, 2021
Vericel Corporation
(Exact name of registrant
as specified in its charter)
Michigan
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001-35280
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94-3096597
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(State
or other
jurisdiction
of
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(Commission File
Number)
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(I.R.S. Employer
Identification
No.)
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incorporation)
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64 Sidney Street
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Cambridge, MA
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02139
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(Address of
principal executive offices)
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(Zip Code)
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Registrant’s telephone
number, including area code: (617)-588-5555
Not Applicable
Former name or former address,
if changed since last report
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange
on which registered
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Common Stock, no par value
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VCEL
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NASDAQ
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Indicate by a check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§240.12b-2 of this chapter). Emerging
Growth Company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. o
Item 1.01. Entry into a Material Definitive
Agreement.
On
August 27, 2021, Vericel Corporation (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with
SVB Leerink LLC, as sales agent (“SVB Leerink”) in connection with the offer and sale of up to $200,000,000 of shares of
the Company’s common stock, no par value per share (“ATM Shares”). The ATM Shares to be offered and sold under the
Sales Agreement will be issued and sold pursuant to an automatically effective shelf registration statement on Form S-3ASR (File No.
333-259119) filed by the Company on August 27, 2021. The Company also filed a prospectus supplement relating to the offering and sale of
the ATM Shares on August 27, 2021.
The
Company is not obligated to make any sales of ATM Shares, and SVB Leerink is not required to sell any specific number or dollar
amount of the ATM Shares under the Sales Agreement. The Company or SVB Leerink may suspend or terminate the offering
of the ATM Shares upon notice to the other party and subject to other conditions.
Pursuant
to the Sales Agreement, SVB Leerink may sell the ATM Shares by any method permitted by law deemed to be an “at the market offering”
as defined by Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), including sales made by means of
ordinary brokers’ transactions (including on the Nasdaq Stock Exchange), or otherwise at market prices prevailing at the time of
sale, in negotiated transactions or as otherwise directed by the Company. The Sales Agreement provides that SVB Leerink will be entitled
to compensation equal to 3.0% of the gross proceeds of the ATM Shares sold through SVB Leerink. SVB Leerink may not purchase ATM Shares
for its own account as principal, unless separately agreed to in writing between the Company and SVB Leerink.
The Sales Agreement contains
customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the
Company and SVB Leerink against certain liabilities, including for liabilities under the Securities Act, and termination provisions.
The provisions of the Sales Agreement, including the representations and warranties contained therein, are not for the benefit
of any party other than the parties to such agreement and are not intended as a document for investors and the public to obtain factual
information about the current state of affairs of the Company. Rather, investors and the public should look to other disclosures contained
in the Company’s filings with the Securities and Exchange Commission.
The
foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales
Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein,
nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such state.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Vericel Corporation
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Date: August 27, 2021
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By:
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/s/ Sean C. Flynn
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Name: Sean C. Flynn
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Title: Vice President, General Counsel and Secretary
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