vcel-20260331

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED: March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-35280

VERICEL CORPORATION

(Exact name of registrant as specified in its charter)


Michigan						94-3096597
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

64 Sidney Street

Cambridge, MA 02139

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (617) 588-5555

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


Title of Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock (No par value)	VCEL	NASDAQ

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

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 o

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	☒	Accelerated filer	☐
Non-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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

As of April 30, 2026, 51,068,228 shares of Common Stock, no par value per share, were outstanding.


		Page
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited):	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Comprehensive Loss	5
	Condensed Consolidated Statements of Shareholders’ Equity	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	28
	PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	30
Exhibit Index		30
Signatures		31


	March 31,		December 31,
	2026		2025
ASSETS
Current assets:
Cash and cash equivalents	$	109,295	$	100,092

Short-term investments	36,045		37,407
Accounts receivable (net of allowance for doubtful accounts of $13 and $13, respectively)	72,383		84,634
Inventory	18,351		17,560
Other current assets	7,990		7,744
Total current assets	244,064		247,437
Property and equipment, net	107,113		108,397
Intangible assets, net	5,469		5,625
Right-of-use assets	63,409		64,774
Long-term investments	65,284		61,395
Other long-term assets	288		341
Total assets	$	485,627	$	487,969
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	19,009	$	15,828
Accrued expenses	13,967		19,236
Current portion of operating lease liabilities	14,063		13,969
Other current liabilities	116		116
Total current liabilities	47,155		49,149
Operating lease liabilities	80,362		82,284
Other long-term liabilities	1,879		1,896
Total liabilities	129,396		133,329
COMMITMENTS AND CONTINGENCIES (Note 12)
Shareholders’ equity:
Common stock, no par value; shares authorized — 75,000; shares issued and outstanding — 51,010 and 50,620, respectively	738,998		730,662
Accumulated other comprehensive (loss) gain	(168)		275
Accumulated deficit	(382,599)		(376,297)
Total shareholders’ equity	356,231		354,640
Total liabilities and shareholders’ equity	$	485,627	$	487,969


	Three Months Ended March 31,
	2026		2025
Product sales, net	$	68,425	$	52,598

Total revenue	68,425		52,598
Cost of product sales	19,159		16,325
Gross profit	49,266		36,273
Research and development	8,104		7,261
Selling, general and administrative	49,226		41,804
Total operating expenses	57,330		49,065
Loss from operations	(8,064)		(12,792)
Other income (expense):
Interest income	1,851		1,657
Interest expense	(160)		(153)
Other income	71		42
Total other income	1,762		1,546


Net loss	$	(6,302)	$	(11,246)
Net loss per common share:
Basic	$	(0.12)	$	(0.23)
Diluted	$	(0.12)	$	(0.23)
Weighted-average common shares outstanding:
Basic	50,773		49,905
Diluted	50,773		49,905


	Common Stock			Accumulated Other Comprehensive Gain (Loss)		Accumulated Deficit		Total Shareholders’ Equity
	Shares	Amount
BALANCE, DECEMBER 31, 2025	50,620	$	730,662	$	275	$	(376,297)	$	354,640
Net loss	—	—		—		(6,302)		(6,302)
Stock-based compensation expense	—	11,294		—		—		11,294
Stock option exercises	129	1,307		—		—		1,307
Shares issued under the Employee Stock Purchase Plan	10	256		—		—		256
Issuance of stock for restricted stock unit vesting	371	—		—		—		—
Restricted stock withheld for employee tax remittance	(120)	(4,521)		—		—		(4,521)
Unrealized loss on investments	—	—		(443)		—		(443)
BALANCE, MARCH 31, 2026	51,010	$	738,998	$	(168)	$	(382,599)	$	356,231


	Common Stock			Accumulated Other Comprehensive Gain		Accumulated Deficit		Total Shareholders’ Equity
	Shares	Amount
BALANCE, DECEMBER 31, 2024	49,628	$	684,778	$	4	$	(392,815)	$	291,967
Net loss	—	—		—		(11,246)		(11,246)
Stock-based compensation expense	—	11,505		—		—		11,505
Stock option exercises	398	9,158		—		—		9,158
Shares issued under the Employee Stock Purchase Plan	7	251		—		—		251
Issuance of stock for restricted stock unit vesting	332	—		—		—		—
Restricted stock withheld for employee tax remittance	(113)	(6,280)		—		—		(6,280)
Unrealized gain on investments	—	—		132		—		132
BALANCE, MARCH 31, 2025	50,252	$	699,412	$	136	$	(404,061)	$	295,487


	Three Months Ended March 31,
Revenue by product (in thousands)	2026		2025
MACI implants, kits, and instruments
Implants based on contracted rate sold through a specialty pharmacy (a)	$	41,507	$	31,836
Implants subject to third party reimbursement sold through a specialty pharmacy (b)	4,788		2,738
Implants sold direct based on contracted rates (c)	7,409		8,421
Implants sold direct subject to third-party reimbursement (d)	2,074		1,631
Biopsy kits and instruments - direct bill	606		596
Change in estimates related to prior periods (e)	14		1,075
Total MACI implants, kits, and instruments	56,398		46,297
Epicel
Direct bill (hospital)	10,885		4,964

NexoBrid	1,142		1,337
Total revenue	$	68,425	$	52,598

(a) Represents implants sold through Orsini and AllCare whereby such specialty pharmacies have a direct contract with the underlying insurance provider. The amount of reimbursement is based on contracted rates at the time of sale supported by the pharmacy’s direct contracts.

(b) Represents implants sold through Orsini and AllCare whereby such specialty pharmacy does not have a direct contract with the underlying payer and is subject to third-party reimbursement. The amount of reimbursement is established based on publicly available rates, fee schedules or past payer precedents.

(c) Represents implants sold directly from the Company to the facility based on a contract and known price agreed upon prior to the surgery date. Also represents direct sales under a contract to specialty distributor DMS.

(d) Represents implants sold directly from the Company to the facility based on a contract and known price agreed upon prior to the surgery date. The payment terms are subject to third-party reimbursement from an underlying insurance provider.

(e) Primarily represents changes in estimates related to implants sold through Orsini or AllCare and relate to changes to the initial expected reimbursement or collection expectations upon completion of the billing claims process. The change in estimates is a result of additional information, changes in collection expectations or actual cash collections received in the current period.


(In thousands)	March 31, 2026		December 31, 2025
Raw materials	$	13,751	$	12,953
Work-in-process	1,507		1,584
Finished goods	3,093		3,023
Total inventory	$	18,351	$	17,560


(In thousands)	Amount
Remainder of 2026	$	469
2027	625
2028	625
2029	625
2030	625
Thereafter	2,500
Total	$	5,469


(In thousands)	Classification	March 31, 2026		December 31, 2025
Assets
Operating	Right-of-use assets	$	63,409	$	64,774
Finance	Property and equipment, net	686		686
Total leased assets		$	64,095	$	65,460
Liabilities
Current
Operating	Current portion of operating lease liabilities	$	14,063	$	13,969
Finance	Other current liabilities	116		116
Non-current
Operating	Operating lease liabilities	$	80,362	$	82,284
Finance	Other long-term liabilities	501		522
Total leased liabilities		$	95,042	$	96,891


	March 31, 2026
			Gross Unrealized						Estimated Fair Value
(In thousands)	Amortized Cost		Gains		Losses		Credit Losses
Commercial paper	$	5,440	$	—	$	(3)	$	—	$	5,437
Corporate notes	86,392		95		(239)		—		86,248

U.S. government agency bonds	9,665		2		(23)		—		9,644
	$	101,497	$	97	$	(265)	$	—	$	101,329
Classified as:
Short-term investments									$	36,045
Long-term investments									65,284
									$	101,329


	Three Months Ended March 31,
	2026		2025
Operating activities:
Net loss	$	(6,302)	$	(11,246)
Adjustments to reconcile net loss to net cash flows from operating activities:
Depreciation and amortization expense	3,267		2,686
Stock-based compensation expense	11,294		11,505
Amortization of premiums and discounts on marketable securities	(27)		(119)
Amortization of debt issuance costs	54		54
Non-cash lease costs	1,365		1,382
Provision for excess and obsolete inventory	173		—
Other	21		4
Changes in operating assets and liabilities:
Inventory	(964)		267
Accounts receivable	12,251		8,476
Other current assets	(246)		(1,231)
Accounts payable	2,590		(551)
Accrued expenses	(5,269)		(5,721)
Operating lease liabilities	(1,828)		117
Other non-current assets and liabilities, net	4		977
Net cash provided by operating activities	16,383		6,600
Investing activities:
Purchases of investments	(17,193)		(13,430)
Sales and maturities of investments	14,249		12,500
Expenditures for property and equipment	(1,257)		(14,212)

Net cash used in investing activities	(4,201)		(15,142)
Financing activities:
Net proceeds from common stock issuance	1,563		9,409

Payments on employees’ behalf for taxes related to vesting of restricted stock unit awards	(4,521)		(6,207)
Other	(21)		(4)
Net cash (used in) provided by financing activities	(2,979)		3,198
Net increase (decrease) in cash, cash equivalents, and restricted cash	9,203		(5,344)
Cash, cash equivalents, and restricted cash at beginning of period	100,092		85,049
Cash, cash equivalents, and restricted cash at end of period	$	109,295	$	79,705


(In thousands)	March 31, 2026		December 31, 2025
Machinery and equipment	$	26,086	$	14,498
Furniture, fixtures and office equipment	5,690		5,424
Computer equipment and software	19,078		18,953
Leasehold improvements	81,393		76,421
Construction in process	9,527		24,651

Total property and equipment, gross	141,774		139,947
Less accumulated depreciation	(34,661)		(31,550)
Total property and equipment, net	$	107,113	$	108,397


	March 31, 2026								December 31, 2025
			Fair value measurement category								Fair value measurement category
(In thousands)	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Assets:
Money market funds	$	43,174	$	43,174	$	—	$	—	$	38,110	$	38,110	$	—

SEC Form 10-Q filed by Vericel Corporation