Vericel Corporation (NASDAQ:VCEL) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02. Unregistered Sales of Equity Securities.
On February 10, 2017, Vericel Corporation (the “Company”) sent notice to Eastern Capital Limited (“Eastern”), an existing holder of shares of the Company’s Series B-1 Non-Voting Convertible Preferred Stock or Series B-2 Voting Convertible Preferred Stock (together, the “Preferred Stock”), informing Eastern of the Company’s election to convert all 12,308 of the outstanding shares of Preferred Stock held by Eastern, plus 9,570 shares of Preferred Stock in accumulated but undeclared dividends thereon, into 1,093,892 shares of the Company’s common stock (the “Common Stock”) to the terms of Section 4.10 of that certain Amended and Restated Certificate of Designations, Preferences and Rights of Series B-1 Non-Voting Preferred Stock and Series B-2 Voting Preferred Stock of the Company (the “Mandatory Conversion”). After the Mandatory Conversion on March 9, 2017, no shares of Preferred Stock of the Company will remain outstanding.
The issuance of Common Stock in connection with the Mandatory Conversion was made to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 3(a)(9) of the Securities Act, on the basis that the exchange constitutes an exchange with an existing holder exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange.
