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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) August 20, 2025
| 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 1.01 Entry into a Material Definitive Agreement
On August 20, 2025, ImmuCell Corporation (the “Company”) entered into an Allonge to and Amendment of Line of Credit (the “Allonge”) between the Company and Maine Community Bank (MCB) pursuant to which the Company’s $1 million line of credit with MCB was extended through September 11, 2026. Interest on borrowings against the Line of Credit is variable at the National Prime Rate per annum.
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.
| 10.1 | Allonge to and Amendment of Line of Credit Loan between the Company and Maine Community Bank dated August 20, 2025. | |
| 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.
| IMMUCELL CORPORATION | ||
| Date: August 25, 2025 | By: | /s/ Michael F. Brigham |
| Michael F. Brigham | ||
| President and Chief Executive Officer | ||
| Date: August 25, 2025 | By: | /s/ Timothy C. Fiori |
| Timothy C. Fiori | ||
| Chief Financial Officer | ||
Exhibit Index
| Exhibit No. | Description | |
| 10.1 | Allonge to and Amendment of Line of Credit Loan between the Company and Maine Community Bank dated August 20, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Exhibit 10.1
ALLONGE TO AND AMENDMENT OF LINE OF CREDIT
LOAN NO. 8160005222
AGREEMENT made this 20 day of August 2025, between Immucell Corporation a Maine corporation (hereinafter called “Borrower”) and MAINE COMMUNITY BANK, successor by merger to 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:
| 1. | 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, 2026, unless sooner demanded.
| 2. | 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. |
| 3. | 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 |