Current Report Filing (8-k)
September 08 2020 - 4:05PM
Edgar (US Regulatory)
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2020-09-01
2020-09-01
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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): September 1,
2020
Vericel Corporation
(Exact name of registrant
as specified in its charter)
Michigan
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001-35280
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94-3096597
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(State
or other
jurisdiction
of
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(Commission File
Number)
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(I.R.S. Employer
Identification
No.)
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incorporation)
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64 Sidney Street
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Cambridge,
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MA
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02139
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(Address of
principal executive offices)
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(Zip Code)
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Registrant’s telephone
number, including area code: (800) 556-0311
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):
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange
on which registered
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Common Stock, no par value
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VCEL
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NASDAQ
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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. o
Item 5.02. Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
September 1, 2020, Gerard Michel notified Vericel Corporation (the “Company”) of his intention to resign as the Company’s
Chief Financial Officer and Vice President of Business Development in order to join a public life sciences company as its Chief
Executive Officer. The effective date of Mr. Michel’s resignation is September 30, 2020. The Company will immediately commence
an external search for its next Chief Financial Officer.
On
September 30, 2020, Mr. Michel will cease serving as the Company’s principal financial officer and principal accounting officer.
On September 5, 2020, the Company’s current Corporate Controller, Sandra Pennell, age 41, was appointed to serve as the Company’s
principal financial officer and principal accounting officer effective upon Mr. Michel’s resignation. Ms. Pennell has served
in her current position at the Company since January 2015. Prior to joining the Company, Ms. Pennell served as Manager of External
Reporting and Research at ITC Holding Corporation from September 2009 through December 2014, and as Director of Accounting at Fluid
Routing Solutions, Inc. from January 2008 through September 2009. Ms. Pennell is a Certified Public Accountant and worked over
5 years in public accounting. Ms. Pennell has a Bachelor of Science degree from the University of Illinois at Urbana-Champaign
and a Masters of Accounting from the Gies College of Business at the University of Illinois at Urbana-Champaign.
There
are no arrangements or understandings between Ms. Pennell and any other persons pursuant to which she became the Company’s
principal financial officer and principal accounting officer. There is no family relationship between Ms. Pennell and any director,
executive officer, or person nominated or chosen by the Company to become a director or executive officer at the Company. The Company
has not entered into any transactions with Ms. Pennell that would require disclosure pursuant to Item 404(a) of Regulation S-K
under the Securities Exchange Act of 1934, as amended.
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.
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Vericel Corporation
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Date: September 8, 2020
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By:
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/s/ Sean C. Flynn
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Name: Sean C. Flynn
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Title: Vice President, General Counsel and Secretary
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