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SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 Form 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31 , 2020 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-35280 Title of Class Common Stock ( No par value ) VERICEL CORPORATION ( Exact name of registrant as specified in its charter ) Michigan ( State or other jurisdiction of incorporation or organization ) 64 Sidney Street Cambridge , MA 02139 ( Address of principal executive offices , including zip code ) Registrant's tele ] number , including area code : ( I.R.S. Employer Identification No. ) 588-5555 Securities registered pursuant to Section 12 ( b ) of the Act : Trading Symbol ( s ) VCEL 94-3096597 Securities registered pursuant to Section 12 ( g ) of the Act : None Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes x No o Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes o No x Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes x No o Name of Each Exchange on Which Registered NASDAQ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( § 232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes x No 0 Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer " " smaller reporting company " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer Non - accelerated filer Document Proxy Statement for the Annual Meeting of Shareholders scheduled for April 28 , 2021 Accelerated filer Smaller reporting company 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 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report X DOCUMENTS INCORPORATED BY REFERENCE Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes No X The aggregate market value of the registrant's Common Stock , no par value per share ( “ Common Stock " ) , held by non - affiliates of the registrant ( based on the closing sales price of the Common Stock as reported on the NASDAQ Capital Market ) on June 30 , 2020 was approximately $ 617,742,709 . This computation excludes shares of Common Stock held by directors , officers and each person who holds 5 % or more of the outstanding shares of Common Stock , since such persons may be deemed to be affiliates of the registrant . This determination of affiliate status is not necessarily a conclusive determination for other purposes . As of February 15 , 2021 , 45,954,992 shares of Common Stock , no par value per share , were outstanding . Form 10 - K Reference Items 10 , 11 , 12 , 13 and 14 of Part III