Form 8-K - Current report

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) February 22, 2024

ImmuCell Corporation

(Exact name of registrant as specified in its charter)

DE		001-12934		01-0382980
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

56 Evergreen Drive Portland, Maine		04103
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 207-878-2770

(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:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, $0.10 par value per share		ICCC		Nasdaq

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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. ☐

Item 1.01 Entry Into a Material Definitive Agreement.

On February 22, 2024, ImmuCell Corporation (the “Company”) entered into an Allonge to and Amendment of Line of Credit (the “Allonge”) between the Company and Gorham Savings Bank (GSB) pursuant to which the Company’s $1 million line of credit with GSB was extended through September 11, 2025.

In addition, each of GSB and the Finance Authority of Maine (“FAME”) waived, on February 21, 2024 and February 26, 2024, respectively, the minimum debt service coverage ratio requirement of 1.35 (the “DSC Requirement”) for the 12-month period ending June 30, 2024, which DSC Requirement is described in the definitive agreements covering the credit facilities with GSB and FAME.

The forgoing description of the Allonge is qualified in its entirety by reference to the Allonge, which is filed as Exhibit 10.1 hereto and incorporated herein by this reference.

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.

Item 9.01 Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Allonge to and Amendment of Line of Credit between the Company and Gorham Savings Bank, dated February 22, 2024.
104		Cover Page Interactive Data File

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: February 27, 2024	By:	/s/ Michael F. Brigham
		Michael F. Brigham
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description
10.1		Allonge to and Amendment of Line of Credit between the Company and Gorham Savings Bank, dated February 22, 2024.
104		Cover Page Interactive Data File

Exhibit 10.1

ALLONGE TO AND AMENDMENT OF LINE OF CREDIT LOAN NO. 8160005222

AGREEMENT made this 22^nd day of February 2024, between Immucell Corporation a Maine corporation (hereinafter called “Borrower”) and GORHAM SAVINGS BANK, a Maine banking corporation with principal place of business at 10 Wentworth Drive, Gorham, Maine 04038 (the “Bank”).

Reference is hereby made to a certain Line of Credit (the “Note”) dated March 11, 2020, in the original principal amount of One Million and 00/100 Dollars ($1,000,000.00) the maker of which is the Borrower and the payee and the holder of which is the Bank.

FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, the Borrower and the Bank hereby mutually agree for themselves and their successors and assigns as follows:

The Note shall be amended as follows:

Effective even date herewith, this line of credit shall be extended with a new maturity date of September 11, 2025, unless sooner demanded.

Except as modified hereby, the Note and all of the terms and conditions of the Note shall remain unchanged and in full force and effect, and the Bank and the Borrower hereby ratify and confirm all of the terms and conditions of the Note as amended hereby.

This Allonge shall be attached to the Note.

EXECUTED as a sealed instrument on the date first above written.

	Immucell Corporation

		/s/ Michael F. Brigham
	By:	Michael F.Brigham Its:
		President & CEO

Page 1 of 1

Cover	Feb. 22, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 22, 2024
Entity File Number	001-12934
Entity Registrant Name	ImmuCell Corporation
Entity Central Index Key	0000811641
Entity Tax Identification Number	01-0382980
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	56 Evergreen Drive
Entity Address, City or Town	Portland
Entity Address, State or Province	ME
Entity Address, Postal Zip Code	04103
City Area Code	207
Local Phone Number	878-2770
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.10 par value per share
Trading Symbol	ICCC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false