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): April 1430, 2025

Vericel Corporation

(Exact name of registrant as specified in its charter)

Michigan	001-35280	94-3096597
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

64 Sidney Street
Cambridge,	MA	02139
(Address of principal executive offices)		(Zip Code)

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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, no par value		VCEL		NASDAQ

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. ☐

Item 75.0102. ~~Regulation~~Departure FDof ~~Disclosure~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~The~~As ~~United~~described ~~States~~below ~~government~~in ~~recently~~Item ~~announced~~5.07 aof ~~broad~~this ~~range~~Current Report on Form 8-K, at its Annual Meeting of ~~tariffs~~Shareholders held on ~~foreign~~April ~~goods~~30, ~~imported~~2025 ~~into~~(the “Annual Meeting”), the Ushareholders of Vericel Corporation, a Michigan corporation (the “Company”), approved the Vericel Corporation Amended and Restated 2022 Omnibus Incentive Plan (the “Amended and Restated 2022 Plan”) and the Vericel Corporation Amended and Restated 2015 Employee Stock Purchase Plan (the “Amended and Restated ESPP”).S. The Company’s Board of Directors (the “Board”) approved the Amended and Restated 2022 Plan and the Amended and Restated ESPP on March 12, ~~with~~2025, ~~certain~~subject ~~nations~~to and ~~regions~~effective upon approval by the ~~responding~~ shareholders ~~with~~at ~~retaliatory~~the ~~tariffs~~Annual Meeting. The Amended and Restated 2022 Plan became effective upon receipt of the requisite shareholder approval on UApril 30, 2025 (the “Effective Date”).S The number of shares of the Company’s common stock reserved for issuance under the Amended and Restated 2022 Plan is 5,088,095. ~~goods~~The Amended and Restated ESPP also became effective upon receipt of the requisite shareholder approval on the Effective Date. The number of shares of the Company’s common stock reserved for issuance under the Amended and Restated ESPP is 2,000,000.

~~Vericel~~Summaries ~~Corporation~~of (the ~~“Company”)~~material ~~anticipates~~terms ~~minimal~~of ~~impact~~the onAmended ~~its business~~ and ~~operations from these tariffs, or future tariffs on pharmaceuticals~~Restated ~~that~~ 2022 ~~may~~Plan beand ~~announced.~~the ~~All~~Amended ofand ~~the~~Restated ~~Company’s~~ESPP ~~operations~~ are ~~located~~set forth in ~~the~~Proposals ~~U.S.~~4 and ~~100% of the Company’s revenue in 2025~~5, ~~and for the next several years~~respectively, iswhich ~~expected~~are tocontained bein ~~derived from domestic sales. The majority of~~ the Company’s ~~manufacturing costs~~Definitive ~~are~~Proxy ~~fixed~~Statement ~~costs~~for ~~consisting~~the ofAnnual ~~labor~~Meeting ~~and~~filed ~~overhead~~with ~~required~~the ~~to produce MACI® and Epicel® at its manufacturing facility in Massachusetts.Materials to support manufacturing operations are primarily purchased from~~ U.S. ~~suppliers.~~ ~~Based~~Securities onand ~~the~~Exchange ~~limited~~Commission ~~costs~~(the “SEC”) ~~associated~~on ~~with~~March ~~imported~~20, ~~materials~~2025, ~~the~~and ~~Company~~are ~~expects~~incorporated ~~that~~herein ~~current~~by orreference. ~~future~~Those ~~tariffs~~summaries ~~will~~are ~~have~~qualified anin ~~insignificant~~their ~~impact~~entirety onby ~~its cost of goods sold and gross margin moving forward. In addition, because~~ the ~~Company~~ ~~maintains~~full ~~significant~~text ~~safety stock~~ of ~~most~~the ~~materials,~~Amended ~~including~~and ~~NexoBrid®~~Restated ~~finished~~2022 ~~product~~Plan and the ~~ACI-Maix~~Amended ~~collagen~~and ~~membrane~~Restated ~~used to manufacture MACI~~ESPP, ~~the~~which ~~Company~~are ~~expects~~attached ~~that~~hereto ~~the~~as ~~impact of current or future tariffs on its cost~~Exhibit of 10.1 ~~goods sold~~ and ~~gross~~Exhibit ~~margin~~10.2, inrespectively, ~~2025~~ and ~~2026~~are ~~will~~incorporated beherein ~~negligible~~by reference.

~~Forward-Looking~~Item ~~Statements~~5.07 Submission of Matters to a Vote of Security Holders.

~~This~~At ~~Current Report on Form 8-K contains forward-looking statements about~~ the Company’s ~~future expectations~~Annual Meeting, ~~plans~~the ~~and~~shareholders ~~prospects that constitute forward-looking statements for purposes~~ of the ~~safe~~Company ~~harbor~~voted ~~provisions~~on ~~under~~ the ~~Private~~following ~~Securities~~matters, ~~Litigation~~which ~~Reform~~are ~~Act~~described ofin ~~1995.~~detail ~~These~~in ~~forward-looking~~the ~~statements are based on management~~Company’s ~~current~~Definitive ~~expectations,~~Proxy ~~estimates~~Statement ~~and~~filed ~~projections~~with ~~about~~the ~~our~~SEC ~~industry,~~on ~~business~~ March ~~and~~20, ~~future~~2025: ~~events.~~(i) ~~These~~the ~~statements~~election ~~include,~~of ~~but~~each ~~are~~of ~~not~~Robert ~~limited to~~Zerbe, ~~statements~~Alan ~~regarding~~Rubino, ~~the~~Heidi ~~Company’s~~Hagen, ~~expectations~~Kevin ~~regarding~~McLaughlin, ~~the~~Paul ~~potential~~Wotton, ~~impact~~Lisa ofWright ~~tariffs~~and ~~recently~~Dominick ~~announced~~Colangelo byas ~~the~~a ~~U.S.~~director ~~government,~~of ~~and~~the ~~any~~Company ~~potential~~to ~~retaliatory~~serve ~~actions taken~~for bya ~~other~~one-year ~~countries,~~term onexpiring at the Company’s ~~current~~2026 ~~financials~~annual meeting of shareholders and ~~business~~until ~~operations,~~his ~~including~~or ~~its~~her ~~cost~~successor ofhas ~~goods~~been ~~sold~~elected and ~~gross~~qualified ~~margin.~~(“Proposal ~~These~~1”), ~~forward-looking~~(ii) ~~statements~~the ~~are~~approval, ~~subject~~on to a ~~number~~non-binding ofadvisory ~~risks~~basis, ~~uncertainties~~of ~~and~~the ~~assumptions~~compensation ~~including without~~of ~~limitation: (i)~~ the ~~final~~named ~~scope~~executive ~~and~~officers ~~implementation~~ of the ~~announced~~Company ~~tariffs;~~(“Proposal 2”), (iiiii) the ratification ~~potential~~of ~~for~~the ~~changes~~appointment inof ~~international~~PricewaterhouseCoopers ~~trade~~LLP ~~policy~~as ~~beyond~~the ~~those~~Company’s ~~currently~~independent ~~announced;~~registered ~~(iii)~~public ~~unforeseen~~accounting ~~disruptions~~firm tofor the ~~Company’s~~fiscal ~~supply~~year ~~chain~~ending ~~or manufacturing~~December ~~processes~~31, 2025 (“Proposal 3”); (iv) ~~changes~~the inapproval ~~global~~of ~~economic~~the ~~conditions~~adoption ~~that~~of ~~could indirectly impact~~ the Company’s ~~business~~Amended and Restated 2022 Plan (“Proposal 4”); and (v) ~~other~~the ~~risks~~approval ~~and~~of ~~uncertainties~~the ~~described~~adoption inof the Company’s ~~filings~~Amended ~~with the Securities~~ and ~~Exchange~~Restated ~~Commission,~~ESPP ~~including its~~(“Proposal ~~most recent Annual Report on Form 10-K, filed on February 27, 2025~~5”).

~~Actual results could differ materially from those expressed or implied by these forward-looking statements as a result of various factors, including those set forth above.~~ The Company’s ~~undertakes~~shareholders noapproved ~~obligation to update any forward-looking statements to reflect events or circumstances after~~ the ~~date~~nominees ofrecommended ~~this~~for ~~communication~~election orin toProposal ~~reflect~~1 ~~the~~at ~~occurrence of unanticipated events, except as required by law. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of~~ the ~~date~~Annual ~~hereof~~Meeting.

Shareholders voted for directors as follows:

Nominee	For	Abstain/Withheld	Broker Non-Votes
Robert Zerbe	42,876,161	2,343,036	2,254,583
Alan Rubino	42,967,872	2,251,325	2,254,583
Heidi Hagen	41,623,680	3,595,517	2,254,583
Kevin McLaughlin	43,433,190	1,786,007	2,254,583
Paul Wotton	42,481,388	2,737,809	2,254,583
Lisa Wright	43,023,484	2,195,713	2,254,583
Dominick Colangelo	43,299,779	1,919,418	2,254,583

The Company’s shareholders approved, on a non-binding advisory basis, Proposal 2 concerning the compensation of the Company’s named executive officers. The votes cast at the Annual Meeting were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
40,777,685		4,353,149		88,363		2,254,583

The Company’s shareholders approved Proposal 3 to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2025. The votes cast at the Annual Meeting were as follows:

Votes For		Votes Against		Abstentions
45,636,587		1,819,486		17,707

The Company’s shareholders approved Proposal 4 on the adoption of the Company’s Amended and Restated 2022 Plan. The votes cast at the Annual Meeting were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
39,043,703		6,152,087		23,407		2,254,583

The Company’s shareholders approved Proposal 5 on the adoption of the Company’s Amended and Restated ESPP. The votes cast at the Annual Meeting were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
45,077,532		126,851		14,814		2,254,583

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description

10.1**		Vericel Corporation Amended and Restated 2022 Omnibus Incentive Plan

10.2**		Vericel Corporation Amended and Restated 2015 Employee Stock Purchase Plan

104		Cover Page Interactive Data File (embedded within the Inline XBRL)

** Filed herewith

EXHIBIT INDEX

Exhibit No.		Description

10.1**		Vericel Corporation Amended and Restated 2022 Omnibus Incentive Plan

10.2**		Vericel Corporation Amended and Restated 2015 Employee Stock Purchase Plan

104		Cover Page Interactive Data File (embedded within the Inline XBRL)

** Filed herewith

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.

	Vericel Corporation
Date: April 14, 2025	By:	/s/ Sean C. Flynn
Date: May 2, 2025	By:	/s/ Sean C. Flynn
		Name: Sean C. Flynn
		Title: Chief Legal Officer

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