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

Item 1.01 Entry into a Material Definitive Agreement.

On December16, 2016, Vericel Corporation (the Company, Vericel or
we) entered into a purchase agreement (Purchase Agreement) with
Piper Jaffray Co., as representative of the underwriters named
therein (the Underwriters), relating to the issuance and sale of
6,200,000 of the Companys common stock, at a price to the public
of $2.75 per share. to the Purchase Agreement, the Underwriters
have agreed to purchase the shares from us at a price of $2.56
per share. The net proceeds to us from this offering are expected
to be approximately $15.6 million, after deducting underwriting
discounts and commissions and other estimated offering expenses
payable by us. The sale of shares of common stock is expected to
close on or about December21, 2016, subject to customary closing
conditions. In addition, under the terms of the Purchase
Agreement, we have granted the Underwriters an option,
exercisable for 30 days from the date of the Purchase Agreement,
to purchase up to an additional 930,000 shares of our common
stock to cover over-allotments, if any.

The Purchase 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 Purchase 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 Companys 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 Purchase Agreement is filed as Exhibit1.1 to this
report, and the foregoing description of the Purchase 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.

Item 9.01 Exhibits.

(d) Exhibits.

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.

Vericel Corporation (NASDAQ:VCEL) Recent Trading Information

Vericel Corporation (NASDAQ:VCEL) closed its last trading session up +0.20 at 3.25 with 2,791,907 shares trading hands.