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

On May31, 2018, Vericel Corporation (the “Company,” “Vericel” or “we”) entered into an underwriting agreement (“Underwriting Agreement”) with Leerink Partners LLC, as representative of the underwriters named therein (the “Underwriters”), relating to the issuance and sale of 5,000,000 shares of the Company’s common stock, at a price to the public of $13.00 per share (the “Offering”). to the Underwriting Agreement, the Underwriters have agreed to purchase the shares from us at a price of $12.22 per share. The gross proceeds to Vericel from this offering are expected to be approximately $65 million, before deducting the underwriting discounts and commissions and estimated offering expenses payable by Vericel. The offering is expected to close on or about June5, 2018, subject to customary closing conditions. In addition, under the terms of the Underwriting Agreement, we have granted the Underwriters a 30-day option to purchase up to an additional 750,000 shares of common stock on the same terms and conditions.

The Underwriting Agreement contains customary representations, warranties and agreements by us, customary conditions to closing, indemnification obligations of Vericel and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

The Offering is being made to the Company’s effective shelf registration statement on FormS-3 (Registration Statement No.333-205336), including the prospectus dated July15, 2015, contained therein, and the related prospectus supplement.

A copy of the Underwriting Agreement is filed as Exhibit1.1 to this report, and the foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit. A copy of the opinion of Dykema Gossett PLLC relating to the legality of the issuance and sale of the securities in these offerings is attached as Exhibit5.1 hereto.

The Company issued press releases on May30, 2018 and May31, 2018 announcing the commencement of the Offering and the pricing of the Offering, respectively, which press releases are attached as Exhibits 99.1 and 99.2, respectively, to this report.

Item 9.01. Exhibits.

(d)Exhibits.