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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) October 29, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed in the Company’s Current Report on Form 8-K filed on September 30, 2025, the Company elected Olivier te Boekhorst to serve as its President and Chief Executive Officer starting on November 1, 2025. As of that date, Michael F. Brigham stepped down as President, CEO, Secretary, and Treasurer and assumed the position of Special Advisor to the CEO. In connection with the foregoing changes, the Company’s Board of Directors voted on October 29, 2025 to expand the size of the Board from seven directors to nine directors, and to elect Mr. te Boekhorst and Timothy C. Fiori (the Company’s Chief Financial Officer) as directors. The Company’s Board of Directors also voted to elect Mr. Fiori as Secretary and Treasurer of the Company to fill the vacancies created by Mr. Brigham’s resignation.

The Company’s compensatory arrangements with Mr. te Boekhorst and Mr. Fiori were previously disclosed in the Company’s Current Reports on Form 8-K filed on September 30, 2025, and April 7, 2025, respectively. Neither Mr. te Boekhorst nor Mr. Fiori have been named to any committees of the Company’s Board of Directors. The Company is not aware of any transaction involving Mr. te Boekhorst or Mr. Fiori requiring disclosure under Item 404(a) of Regulation S-K.

A copy of the press release announcing the expansion of the Company’s Board of Directors, the election of Mr. te Boekhorst as a director, and the election of Mr. Fiori as a director, Secretary, and Treasurer is furnished as Exhibit 99.1.

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 4, 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: November 4, 2025	By:	/s/ Timothy C. Fiori
		Timothy C. Fiori
		Chief Financial Officer

Exhibit Index

Exhibit No.		Description

99.1		Press Release of the Company dated November 4 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

EX-99.1 2 ex_882751.htm EXHIBIT 99.1 HTML Editor

Exhibit 99.1

ImmuCell

ImmuCell Announces Onboarding of New CEO and Related Management Changes

For Immediate Release

PORTLAND, Maine – November 4, 2025 – ImmuCell Corporation (Nasdaq: ICCC) (“ImmuCell” or the “Company”), a growing animal health company that develops, manufactures and markets scientifically proven and practical products that improve the health and productivity of dairy and beef cattle, today announced the start date of its new CEO and related board changes.

Effective November 1, 2025, Olivier te Boekhorst began serving as President and CEO of the Company, succeeding Michael F. Brigham. At its meeting on October 29, 2025, the Company’s Board of Directors appointed Mr. te Boekhorst to the Board of Directors along with Timothy C. Fiori, CFO. Mr. Fiori joined ImmuCell as CFO in April of 2025 and brings 24 years of finance and commercial operating experience in the livestock industry to the Company. Mr. Fiori will also serve as Treasurer and Secretary of the Company. Mr. Brigham will continue as a member of the Board and serve as a Special Advisor to the CEO until January of 2026.

“I appreciate the confidence that the Board of Directors has demonstrated in me to lead the Company forward at this pivotal period in its development,” commented Mr. te Boekhorst, President and CEO of ImmuCell. “I am impressed with the team at ImmuCell and look forward to working with Tim, Michael and the rest of the organization to create value as we grow the First Defense® franchise and complete the development of Re-Tain®.”

Conference Call to Discuss Third Quarter Financial Results:
The Company is planning to host a conference call on Friday, November 14, 2025, at 9:00 AM ET to discuss the unaudited financial results for the quarter ended September 30, 2025. Interested parties can access the conference call by dialing (844) 855-9502 (toll free) or (412) 317-5499 (international) at 9:00 AM ET. A teleconference replay of the call will be available until November 21, 2025, at (877) 344-7529 (toll free) or (412) 317-0088 (international), utilizing replay access code #7664668. Investors are encouraged to review the Company’s Corporate Presentation slide deck that provides an overview of the Company’s business and is available under the “Investors” tab of the Company’s website at www.immucell.com, or by request to the Company. An updated version of the slide deck is expected to be made available after the market closes on Thursday, November 13, 2025.

About ImmuCell:
ImmuCell Corporation's (Nasdaq: ICCC) purpose is to create scientifically proven and practical products that improve the health and productivity of dairy and beef cattle. ImmuCell manufactures and markets First Defense®, providing Immediate Immunity™ to newborn dairy and beef calves, and is in the late stages of developing Re-Tain®, a novel treatment for subclinical mastitis in dairy cows without FDA-required milk discard or pre-slaughter withdrawal label restrictions that provides an alternative to traditional antibiotics. Press releases and other information about the Company are available at: http://www.immucell.com.

Cautionary Note Regarding Forward-Looking Statements (Safe Harbor Statement):

This Press Release and the statements to be made in the related conference call referenced herein contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and will often include words such as “expects”, “may”, “anticipates”, “aims”, “intends”, “would”, “could”, “should”, “will”, “plans”, “believes”, “estimates”, “targets”, “projects”, “forecasts”, “seeks” and similar words and expressions. Such statements include, but are not limited to, any forward-looking statements relating to: our plans, goals and strategies for our business; projections of future financial or operational performance; the timing and outcome of pending or anticipated applications for regulatory approvals and pending or anticipated regulatory inspections of our facilities and those of our contract manufacturers; future demand for our products; our ability to increase production output and the adequacy of our own manufacturing facilities or those of third parties with which we have contractual relationships to meet demand for our products on a timely basis; our future effectiveness in competing against competitors within both our existing and our anticipated product markets; and any other statements that are not historical facts. These statements are intended to provide management's current expectations of future events as of the date of this earnings release, are based on management's estimates, projections, beliefs and assumptions as of the date hereof; and are not guarantees of future performance. Such statements involve known and unknown risks and uncertainties that may cause the Company's actual results, financial or operational performance or achievements to be materially different from those expressed or implied by these forward-looking statements, including, but not limited to, those risks and uncertainties relating to: difficulties or delays in development, testing, regulatory approval, production and marketing of our products (including the First Defense® product line and Re-Tain®), competition within our anticipated product markets, customer acceptance of our new and existing products, product performance, alignment between our manufacturing resources and product demand (including the consequences of backlogs), uncertainty associated with the timing and volume of customer orders as we come out of a prolonged backlog, adverse impacts of supply chain disruptions on our operations and customer and supplier relationships, commercial and operational risks relating to our current and planned expansion of production capacity, and other risks and uncertainties detailed from time to time in filings we make with the Securities and Exchange Commission (SEC), including our Quarterly Reports on Form 10-Q, our Annual Reports on Form 10-K and our Current Reports on Form 8-K. Such statements involve risks and uncertainties and are based on our current expectations, but actual results may differ materially due to various factors. In addition, there can be no assurance that future risks, uncertainties or developments affecting us will be those that we anticipate. We undertake no obligation to update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Contacts:         Timothy C. Fiori, CFO
                          Olivier te Boekhorst, President and CEO
                          ImmuCell Corporation
                          (207) 878-2770

Joe Diaz, Robert Blum and Joe Dorame
Lytham Partners, LLC
(602) 889-9700
iccc@lythampartners.com