ICCC

iccc20260304_8k.htm

false 0000811641

0000811641

2026-03-04 2026-03-04

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) March 4, 2026

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

The Nasdaq Capital Market

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 2.02.  Results of Operations and Financial Condition

On March 4, 2026 ImmuCell Corporation (the "Company") issued a press release announcing its unaudited financial results for the quarter and year ended December 31, 2025. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01.  Financial Statements and Exhibits.

(d)           Exhibits.

The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

99.1 Press Release of ImmuCell Corporation dated March 4, 2026.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: March 4, 2026                                                                                                                                                                                                                                    IMMUCELL CORPORATION

By: /s/ Timothy C. Fiori

Timothy C. Fiori

Chief Financial Officer

Exhibit Index

Exhibit No.                                                                                                                                                                                                                                       Description

99.1                                                                                                                                                                                                   Press Release of ImmuCell Corporation dated March 4, 2026.

104                                                                                                                                                                                                    Cover Page Interactive Data File (embedded within the Inline XBRL document)

iccc20260108_8k.htm

false 0000811641

0000811641

2026-01-08 2026-01-08

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) January 8, 2026

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

The Nasdaq Capital Market

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 2.02.  Results of Operations and Financial Condition

On January 8, 2026, ImmuCell Corporation (the “Company”) issued a press release announcing its preliminary, unaudited sales results for the three-month and twelve-month periods ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 hereto, and is incorporated herein by reference.

The information in this report and the exhibit attached hereto are being furnished and shall not be deemed filed for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly stated by specific reference in such filing.

Item 2.06. Material Impairments.

In its January 8, 2026 press release (see Exhibit 99.1, incorporated herein by reference), the Company announced that it will record approximately $3.6 million in non-cash impairment write-downs during the three-month period ended December 31, 2025.

1.

As announced on December 24, 2025, the Company decided to pause further investment in Re-Tain® after receiving an FDA Incomplete Letter because the Company’s contract manufacturer had not satisfactorily addressed previously cited inspectional deficiencies. The net book value of the Re-Tain® assets as of September 30, 2025 was approximately $15.5 million. The Company presently believes it will be able to repurpose most of those assets for expanded production of the Company’s lead product, First Defense®. The resulting non-cash impairment write-down of property, plant and equipment pertaining to Re-Tain® is currently estimated at approximately $2.9 million (a figure higher than the preliminary estimated write-down).

2.

Unrelated to Re-Tain®, the Company has identified a $0.1 million, non-cash impairment write-down of certain property, plant and equipment, and a $0.6 million write-down primarily of work-in-process colostrum inventory that was determined to no longer be fit for processing into First Defense®.

The Company does not expect that these charges will result in material future cash expenditures. The actual timing, fair values, and the related impairment charges associated with these actions may differ from the Company’s current expectations due to the inherent nature of the estimates and such differences may be material.

Item 8.01. Other Events.

In its January 8, 2026 press release (see Exhibit 99.1, incorporated herein by reference), the Company announced that it will host a conference call on Friday, January 9, 2026, at 9:00 AM ET to discuss the unaudited top line results and review its strategic shift to First Defense® and away from Re-Tain®. Interested parties may access the conference call by dialing (844) 855-9502 (toll free) or (412) 317-5499 (international). A replay of the conference call will be available until January 16, 2026, b

iccc20251113_8k.htm

false 0000811641

0000811641

2025-11-13 2025-11-13

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) November 13, 2025

ImmuCell Corporation

(Exact name of registrant as specified in its charter)

Delaware

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

The Nasdaq Capital Market

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 2.02.  Results of Operations and Financial Condition

On November 13, 2025 ImmuCell Corporation (the "Company") issued a press release announcing its unaudited financial results for the quarter ended September 30, 2025. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01.  Exhibits.

(d) Exhibits.

The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

99.1

Press Release of the Company dated November 13, 2025.

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: November 13, 2025

By:

/s/ Timothy C. Fiori

Timothy C. Fiori

Chief Financial Officer

2

Exhibit Index

Exhibit No.

Description

99.1

Press Release of the Company dated November 13 2025.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

3