Vericel Corp
For the period ended Dec 31, 2024. Filed Feb 27, 2025.
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FY2024 · Filed Feb 27, 2025
VCEL$58.39+6.9%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Exhibit Index
Table of Contents
EXHIBIT INDEX
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number | Description of Exhibits | Form | File Number | Exhibit | Filing Date |
| 3.1 | Restated Articles of Incorporation of the Company. | 8-K | 000-22025 | 4.1 | December 17, 2009 |
| 3.2 | Certificate of Amendment to Restated Articles of Incorporation of the Company dated February 9, 2010. | S-1 | 333-160044 | 3.2 | March 31, 2010 |
| 3.3 | Certificate of Amendment to Restated Articles of Incorporation of the Company dated March 22, 2011. | 8-K | 000-22025 | 3.1 | March 25, 2011 |
| 3.4 | Certificate of Amendment to the Restated Articles of Incorporation of the Company, dated November 21, 2014. | 8-K | 001-35280 | 3.1 | November 24, 2014 |
| 3.5 | Amended and restated bylaws. | 8-K | 000-22025 | 3.1 | November 12, 2010 |
| 4.1 | Description of Capital Stock. | 10-K | 001-35280 | 4.5 | February 25, 2020 |
| 10.1 # | Form of Indemnification Agreement entered into between the Company and each of its directors. | 8-K | 000-22025 | 10.1 | August 31, 2010 |
| 10.2 # | Senior Executive Incentive Bonus Plan. | 8-K | 000-22025 | 10.3 | March 25, 2011 |
| 10.3 | Asset Purchase Agreement, dated as of April 19, 2014, by and between the Company and Sanofi. | 8-K | 001-35280 | 2.1 | April 23, 2014 |
| 10.4 # | Second Amended and Restated 2009 Omnibus Incentive Plan. | Sch. 14A | 001-35280 | Appendix II | October 21, 2014 |
| 10.5 | Lease Agreement, dated October 21, 2020, by and between the Company and Up 64 Sidney Street, LLC, as amended. | 10-K | 001-35280 | 10.7 | February 24, 2021 |
| 10.6 | Lease Agreement, dated January 28, 2022, by and between the Company and NDB Property Owner 2, L.P. | 10-Q | 001-35280 | 10.1 | May 4, 2022 |
| 10.7** | First Amendment to the Lease Agreement by and between the Company and NDB Property Owner 2, L.P., dated November 6, 2024. | ||||
| 10.8 # | Vericel Corporation 2015 Employee Stock Purchase Plan. | Sch. 14A | 001-35280 | Appendix I | March 25, 2015 |
| 10.9 # | First Amendment to Executive Employment Agreement by and between Dominick C. Colangelo and the Company, dated September 14, 2017. | 8-K | 001-35280 | 10.1 | September 19, 2017 |
| 10.10 | Amended and Restated Non-Employee Director Compensation Guidelines (Revised May 3, 2023). | 10-K | 001-35280 | 10.9 | February 29, 2024 |
| 10.11 † | Amended and Restated ACI-Maix Supply Agreement, dated March 17, 2018, as amended, by and between the Company and Matricel GMBH. | 10-Q | 001-35280 | 10.1 | May 8, 2018 |
| 10.12 # | 2017 Omnibus Incentive Plan. | Sch. 14A | 001-35280 | Appendix I | March 20, 2017 |
| 10.13 # | Form of Incentive Stock Option Award Agreement under the 2017 Omnibus Incentive Plan. | 10-K | 001-35280 | 10.49 | February 26, 2019 |
| 10.14 # | Form of Non-Employee Director Award Agreement under the 2017 Omnibus Incentive Plan. | 10-K | 001-35280 | 10.5 | February 26, 2019 |
| 10.15 # | Form of Restricted Stock Unit Award Agreement under the 2017 Omnibus Incentive Plan. | 10-K | 001-35280 | 10.51 | February 26, 2019 |
| 10.16 # | Vericel Corporation Amended and Restated 2019 Omnibus Incentive Plan. | 8-K | 001-35280 | 10.1 | May 1, 2020 |
| 10.17 # | Form of Current Employee Incentive Stock Option Agreement under the 2019 Omnibus Incentive Plan (amended February 15, 2022). | 10-Q | 001-35280 | 10.2 | May 4, 2022 |
| 10.18 # | Form of New Hire Incentive Stock Option Award Agreement under the 2019 Omnibus Incentive Plan(amended February 15, 2022) | 10-Q | 001-35280 | 10.3 | May 4, 2022 |
| 10.19 # | Form of Non-Qualified Stock Option Award Agreement for Non-Employee Directors under the 2019 Omnibus Incentive Plan (amended February 15, 2022). | 10-Q | 001-35280 | 10.4 | May 4, 2022 |
| 10.20 # | Vericel Corporation 2022 Omnibus Incentive Plan. | 8-K | 001-35280 | 10.1 | April 29, 2022 |
Table of Contents
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number | Description of Exhibits | Form | File Number | Exhibit | Filing Date |
| 10.21 # | Vericel Corporation Deferred Compensation Plan. | 10-Q | 001-35280 | 10.1 | August 2, 2023 |
| 10.22 # | Vericel Corporation 2022 Omnibus Incentive Plan Restricted Stock Unit Award (Deferred) Agreement for Non-Employee Directors. | 10-Q | 001-35280 | 10.2 | August 2, 2023 |
| 10.23 # | Form of New Hire Incentive Stock Option Agreement under the 2022 Omnibus Incentive Plan amended July 25, 2023. | 10-Q | 001-35280 | 10.1 | November 8, 2023 |
| 10.24 # | Form of Current Employee Incentive Stock Option Agreement under the 2022 Omnibus Incentive Plan amended July 25, 2023. | 10-Q | 001-35280 | 10.2 | November 8, 2023 |
| 10.25 # | Form of Non-Qualified Stock Option Award Agreement for Non-Employee Directors under the 2022 Omnibus Incentive Plan amended July 25, 2023. | 10-Q | 001-35280 | 10.3 | November 8, 2023 |
| 10.26 # | Form of Restricted Stock Unit Award Agreement for Employees under the 2022 Omnibus Plan, amended February 21, 2024. | 10-Q | 001-35280 | 10.1 | May 8, 2024 |
| 10.27 † | License Agreement between the Company and MediWound LTD., dated May 6, 2019. | 10-Q | 001-35280 | 10.9 | August 6, 2019 |
| 10.28 † | Supply Agreement between the Company and MediWound LTD., dated May 6, 2019. | 10-Q | 001-35280 | 10.1 | August 6, 2019 |
| 10.29 # | First Amendment to Executive Employment Agreement, executed and effective June 3, 2019, by and between the Company and Michael Halpin. | 10-Q | 001-35280 | 10.12 | August 6, 2019 |
| 10.30 # | Employment Agreement, dated January 25, 2021, by and between the Company and Joseph Mara. | 8-K | 001-35280 | 10.1 | January 25, 2021 |
| 10.31 # | Employment Agreement, dated November 4, 2019, by and between the Company and Sean Flynn. | 10-K | 001-35280 | 10.43 | February 24, 2021 |
| 10.32 # | Employment Agreement, dated August 20, 2018, by and between the Company and Dr. Jonathan M. Hopper. | 10-K | 001-35280 | 10.44 | February 24, 2021 |
| 10.33 | Eighth Amendment to the Distribution Agreement between Orsini Pharmaceutical Services, Inc. and the Company, dated May 15, 2022. | 10-Q | 001-35280 | 10.5 | August 3, 2022 |
| 10.34** | Ninth Amendment to the Distribution Agreement between Orsini Pharmaceutical Services, Inc. and the Company, dated May 15, 2024. | ||||
| 10.35 | Tenth Amendment to the Distribution Agreement between Orsini Pharmaceutical Services, Inc. and the Company, dated July 1, 2024. | 10-Q | 001-35280 | 10.2 | August 1, 2024 |
| 10.36 † | Eleventh Amendment to the Distribution Agreement between Orsini Pharmaceutical Services, Inc. and the Company, dated July 31, 2024. | 10-Q | 001-35280 | 10.1 | November 7, 2024 |
| 10.37 | Third Amendment to the Dispensing Agreement between AllCare Plus Pharmacy, Inc. and the Company, dated May 16, 2022. | 10-Q | 001-35280 | 10.6 | August 3, 2022 |
| 10.38 † | Fourth Amendment to the Dispensing Agreement between AllCare Plus Pharmacy, Inc. and the Company, dated June 1, 2024. | 10-Q | 001-35280 | 10.1 | August 1, 2024 |
| 10.39 | Revolving Credit Agreement, dated as of July 29, 2022, by and among Vericel Corporation, as borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A.as administrative agent, sole bookrunner and sole lead arranger. | 10-Q | 001-35280 | 10.12 | November 9, 2022 |
| 19** | Insider Trading Policy. | ||||
| 21.1** | Subsidiaries of Registrant. | ||||
| 23.1** | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. | ||||
| 31.1** | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
Table of Contents
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number | Description of Exhibits | Form | File Number | Exhibit | Filing Date |
| 31.2** · Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||
| 32.1** · Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||
| 97 | Policy for Recoupment of Erroneously Awarded Incentive Compensation. | 10-K | 001-35280 | 97 | February 29, 2024 |
| 101.INS** | Inline XBRL Instance Document | ||||
| 101.SCH** | Inline XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL** | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.LAB** | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE** | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 101.DEF** | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 104** | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | ||||
Management contract or compensatory plan or arrangement covering executive officers or directors of Vericel.
† Confidential treatment status has been granted as to certain portions thereto, which portions are omitted and filed separately with the Securities and Exchange Commission.
- Furnished herewith.
** Filed herewith.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.