UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Item 1.01 – Entry into a Material Definitive Agreement
The information set forth in Item 2.03 is hereby incorporated by reference into this item 1.01.
Item 2.03 – Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On July 17, 2023, ImmuCell Corporation (the "Company") entered into definitive agreements covering certain credit facilities with Gorham Savings Bank (“GSB”) and the Finance Authority of Maine (“FAME”) in the aggregate principal amount of $3 million. The GSB facility is a $2 million term note bearing interest at a fixed rate of 7.00% per annum with monthly principal and interest payments based on a seven-year amortization schedule with a three-year term. The FAME facility is a $1 million term note bearing interest at a fixed rate of 8.00% per annum with monthly principal and interest payments based on a seven-year amortization schedule with a three-year term. The loan proceeds will be used to provide additional working capital.
The credit facilities are secured by mortgages and security interests with respect to substantially all of the Company’s assets. The Company’s failure to make timely payments of principal and interest, or otherwise to comply with the terms of its agreements with GSB or FAME, would entitle the lender to, among other things, accelerate the maturity of such debt and demand repayment in full.
The two Term Notes and the two Loan Agreements executed in connection with these credit facilities are attached as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4 to this Current Report on Form 8-K.
Item 9.01 – Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Term Note for $2,000,000 executed by ImmuCell Corporation in favor of Gorham Savings Bank dated July 17, 2023. | |
| 10.2 | Loan Agreement, by and between ImmuCell Corporation and Gorham Savings Bank dated July 17, 2023. | |
| 10.3 | Economic Recovery/SSBCI Program Loan Promissory Note for $1,000,000 executed by ImmuCell Corporation in favor of the Finance Authority of Maine dated July 17, 2023. | |
| 10.4 | Economic Recovery Loan Program Loan Agreement, by and between ImmuCell Corporation and the Finance Authority of Maine dated July 17, 2023. | |
| 104 | Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). |
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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 | ||
| Dated: July 21, 2023 | By: | /s/ Michael F Brigham |
| Michael F. Brigham | ||
President, Chief Executive Officer and | ||
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