Vericel Corporation (NASDAQ:VCEL) Files An 8-K Entry into a Material Definitive Agreement

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Vericel Corporation (NASDAQ:VCEL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

As disclosed in Vericel Corporation’s (the “Company”) Current Report on Form8-K filed by the Company on May15, 2017 (the “Original Report”), as amended by that certain Amendment to Current Report on Form8-K/A filed by the Company on June2, 2017, the Company entered into (i)the License Agreement dated May9, 2017 between the Company and “上海斯丹赛生物技术有限公司” (Innovative Cellular Therapeutics CO.,LTD., or “ICT”) (the “License Agreement”) and (ii)the Side Letter dated May9, 2017 between the Company and ICT (the “Side Letter”), and, in connection with entry into the License and Side Letter, the Company would issue to ICT a warrant to purchase shares of the Company’s common stock (the “Warrant”). The descriptions of the License Agreement, Side Letter and Warrant included in the Original Report are hereby incorporated by reference into this Current Report on Form8-K.

The Company entered into a Third Amendment to each of the License Agreement and Side Letter on October9, 2017, a Fourth Amendment to each of the License Agreement and the Side Letter on November9, 2017, and a Fifth Amendment to each of the License Agreement and the Side Letter on December5, 2017. A copy of each such amendment is filed as Exhibit10.1, 10.2, 10.3, 10.4, 10.5, and 10.6, respectively, to this Current Report on Form8-K.

On December21, 2017,ICT delivered to the Company a payment of $5.1 million, comprised of an upfront license fee and an aggregate warrant purchase price of $4.2 million (the “Warrant Purchase Price”). In consideration of the Warrant Purchase Price, the Company issued to ICT on December21, 2017 the Warrant to purchase, at an exercise price of $0.01 per share, an aggregate of 818,424 shares of the Company’s common stock based on the closing price as of December6, 2017. On December 27, 2017, ICT exercised the Warrant to a cashless exercise in exchange for 816,850 shares of the Company’s common stock.

The foregoing description of the terms of the Warrant is only a summary and is qualified in its entirety by reference to the Warrant, a copy of which is filed as Exhibit10.7 to this Current Report on Form8-K and is incorporated herein by reference.

Item 3.02 Unregistered Sale of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form8-K is incorporated by reference as if fully set forth herein.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

ExhibitNo.

Description

10.1 +

Amendment No.3 to License Agreement between Vericel Corporation and Innovative Cellular Therapeutics CO.,LTD., dated October9, 2017.

10.2 +

Amendment No.3 to Side Letter between Vericel Corporation and Innovative Cellular Therapeutics CO.,LTD., dated October9, 2017.

10.3 +

Amendment No.4 to License Agreement between Vericel Corporation and Innovative Cellular Therapeutics CO.,LTD., dated November9, 2017.

10.4 +

Amendment No.4 to Side Letter between Vericel Corporation and Innovative Cellular Therapeutics CO.,LTD., dated November9, 2017.

10.5 +

Amendment No.5 to License Agreement between Vericel Corporation and Innovative Cellular Therapeutics CO.,LTD., dated December5, 2017.

10.6 +

Amendment No.5 to Side Letter between Vericel Corporation and Innovative Cellular Therapeutics CO.,LTD., dated December5, 2017.

10.7 +

Warrant issued by the Company to ICT

+ Filed herewith.


Vericel Corp Exhibit
EX-10.1 2 a17-28775_1ex10d1.htm EX-10.1 Exhibit 10.1   AMENDMENT NO. 3 TO LICENSE AGREEMENT   This Amendment No. 3 (“Amendment “) to the License Agreement (as defined below) dated as of October 9,…
To view the full exhibit click here

About Vericel Corporation (NASDAQ:VCEL)

Vericel Corporation, formerly Aastrom Biosciences, Inc., is a commercial-stage biopharmaceutical company dedicated to the identification, development and commercialization of therapies that enable the body to repair and regenerate damaged tissues and organs to restore normal structure and function. The Company operates through the research, product development, manufacture and distribution of patient-specific, expanded cellular therapies for use in the treatment of specific diseases segment. Its autologous cell therapy products include Carticel (autologous cultured chondrocytes), which is an autologous chondrocyte implant for the treatment of cartilage defects in the knee, and Epicel (cultured epidermal autografts), which is a permanent skin replacement for the treatment of patients with deep-dermal or full-thickness burns. The Company is developing MACI, which is a third-generation autologous chondrocyte implant and ixmyelocel-T, which is a patient-specific multicellular therapy.

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