ImmuCell Corp Files 8-K: Material Agreement & Financial Obligations

TL;DR

ImmuCell filed an 8-K for a material agreement & new financial obligations - could be big.

AI Summary

On September 20, 2024, ImmuCell Corporation entered into a material definitive agreement, likely related to financing or operations, as indicated by the filing of an 8-K. This filing also notes the creation of a direct financial obligation or off-balance sheet arrangement, and potential amendments to its articles of incorporation or bylaws. The company is based in Portland, Maine.

Why It Matters

This 8-K filing signals significant corporate activity for ImmuCell Corporation, potentially involving new financial commitments or changes to its corporate structure that could impact its future operations and financial standing.

Risk Assessment

Risk Level: medium — The filing of an 8-K detailing material definitive agreements and financial obligations suggests significant corporate events that could carry inherent risks related to financing, operations, or strategic changes.

Key Players & Entities

• ImmuCell Corporation (company) — Registrant
• September 20, 2024 (date) — Date of earliest event reported
• Portland, Maine (location) — Principal executive offices location

FAQ

Key Financial Figures

• $0.10 — nge on which registered Common Stock, $0.10 par value per share ICCC The NASDAQ
• $368,743 — , in lieu of a one-time rent payment of $368,743 previously due in January of 2025, the
• $20,000 — ake additional monthly rent payments of $20,000 from January of 2025 through June of 20
• $248,743 — June of 2025 and a one-time payment of $248,743 in July of 2025. The forgoing descript

Filing Documents

• ea0215492-8k_immucell.htm (8-K) — 30KB
• ea021549201ex3-2_immucell.htm (EX-3.2) — 113KB
• ea021549201ex10-1_immucell.htm (EX-10.1) — 16KB
• 0001213900-24-081304.txt ( ) — 356KB
• iccc-20240920.xsd (EX-101.SCH) — 3KB
• iccc-20240920_lab.xml (EX-101.LAB) — 33KB
• iccc-20240920_pre.xml (EX-101.PRE) — 22KB
• ea0215492-8k_immucell_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On September 20, 2024, ImmuCell Corporation (the "Company") and TVP, LLC (the "Landlord") entered into a Fifth Amendment of Lease (the "Lease Amendment"), which Lease Amendment amends that certain Indenture of Lease, dated September 12, 2019 (as amended to date, the "Lease Agreement"), by and between the Company and the Landlord with respect to certain property leased by the Company from the Landlord located at 175 Industrial Way in Portland, Maine (the "Leased Premises"). The Lease Amendment revises payment terms set forth in the Lease Agreement for amounts due by the Company to the Landlord with respect to certain tenant improvements on the Leased Premises. Pursuant to the Lease Amendment, in lieu of a one-time rent payment of $368,743 previously due in January of 2025, the Company will now make additional monthly rent payments of $20,000 from January of 2025 through June of 2025 and a one-time payment of $248,743 in July of 2025. The forgoing description of the Lease Amendment is qualified in its entirety by reference to the Lease Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

03 Creation of a Direct Financial Obligation or an Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information included in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 of this Current Report on Form 8-K by reference.

03 Amendment to By-Laws

Item 5.03 Amendment to By-Laws Effective September 20, 2024, the Board of Directors (the "Board") of the Company amended and restated the Company's By-Laws (as so amended and restated, the "Amended By-Laws") to update and modernize certain provisions, including provisions regarding stockholder voting lists, based on amendments to the Delaware General Corporation Law, and to provide that some or all of any class of stock shall be uncertificated. In addition, the Amended By-Laws also contain other administrative, non-substantive changes. The forgoing summary description of the amendments to the By-Laws is not intended to by complete and is qualified in its entirety by reference to the complete text of the Amended By-Laws, a copy of which is included as Exhibit 3.2 hereto and incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . 3.2 Amended and Restated By-Laws of ImmuCell Corporation, amended through September 20, 2024. 10.1 Fifth Amendment of Indenture of Lease for Premises Located in Portland, Maine between the Company and TVP, LLC dated as of September 20, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 1 SIGNATURE 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. IMMUCELL CORPORATION Date: September 24, 2024 By: /s/ Michael F. Brigham Michael F. Brigham President, Chief Executive Officer and Principal Financial Officer 2 Exhibit Index Exhibit No. Description 3.2 Amended and Restated By-Laws of ImmuCell Corporation, amended through September 20, 2024. 10.1 Fifth Amendment of Indenture of Lease for Premises Located in Portland, Maine between the Company and TVP, LLC dated as of September 20, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3

View Full Filing

View this 8-K filing on SEC EDGAR