Item 1.01 Entry into a Material Definitive Agreement.
As disclosed in Vericel Corporations (the Company) Current Report on Form 8-K filed by the Company on May 15, 2017 (the Original Report), as amended by that certain Amendment to Current Report on Form 8-K/A filed by the Company on June 2, 2017, the Company entered into (i) the License Agreement dated May 9, 2017 between the Company and
上海斯丹
赛生物技术有限公司
(Innovative Cellular Therapeutics CO., LTD., or ICT) (the License Agreement) and (ii) the Side Letter dated May 9, 2017 between the Company and ICT (the Side Letter), and, in connection with entry into the License and Side Letter, the Company would issue to ICT a warrant to purchase shares of the Companys common stock (the Warrant). The descriptions of the License Agreement, Side Letter and Warrant included in the Original Report are hereby incorporated by reference into this Current Report on Form 8-K.
The Company entered into a Third Amendment to each of the License Agreement and Side Letter on October 9, 2017, a Fourth Amendment to each of the License Agreement and the Side Letter on November 9, 2017, and a Fifth Amendment to each of the License Agreement and the Side Letter on December 5, 2017. A copy of each such amendment is filed as Exhibit 10.1, 10.2, 10.3, 10.4, 10.5, and 10.6, respectively, to this Current Report on Form 8-K.
On December 21, 2017, ICT delivered to the Company a payment of $5.1 million, comprised of an upfront license fee and an aggregate warrant purchase price of $4.2 million (the Warrant Purchase Price). In consideration of the Warrant Purchase Price, the Company issued to ICT on December 21, 2017 the Warrant to purchase, at an exercise price of $0.01 per share, an aggregate of 818,424 shares of the Companys common stock based on the closing price as of December 6, 2017. On December 27, 2017, ICT exercised the Warrant pursuant to a cashless exercise in exchange for 816,850 shares of the Companys common stock.
The foregoing description of the terms of the Warrant is only a summary and is qualified in its entirety by reference to the Warrant, a copy of which is filed as Exhibit 10.7 to this Current Report on Form 8-K and is incorporated herein by reference.
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