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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) November 14, 2023

 

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 November 14, 2023, ImmuCell Corporation (the “Company”) entered a Third Amendment of Lease (the “Lease Amendment”), which Lease Amendment amends that certain Indenture of Lease, dated September 12, 2019 (the “Lease Agreement”), by and between the Company and TVP, LLC (the “Landlord”) with respect to certain property leased by the Company from the Landlord located at 175 Industrial Way in Portland, Maine (the “Leased Premises”).

 

The Lease Amendment provides for certain tenant improvements on the Leased Premises to be paid for by Landlord. These improvements will provide heat to an unfinished space, provide additional warehouse space, and create a new primary shipping and receiving facility. In consideration for Landlord agreeing to pay for the cost of those certain tenant improvements, the Company will make additional monthly rent payments of $20,000 through June 2024 and a one-time rent payment of $488,743 in July 2024.

 

The forgoing description of the Lease Amendment is qualified in its entirety by reference to the Lease Amendment, 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.  Financial Statements and Exhibits.

 

(d)  Exhibits.

 

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

 

10.1   Third Amendment of Indenture of Lease for Premises Located in Portland, Maine between the Company and TVP, LLC dated as of November 14, 2023.
     
104   Cover Page Interactive Data File

 

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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
     
Date: November 16, 2023 By: /s/ Michael F. Brigham
    Michael F. Brigham
    President, Chief Executive Officer and Principal Financial Officer

 

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Exhibit Index

 

Exhibit No.   Description
10.1   Third Amendment of Indenture of Lease for Premises Located in Portland, Maine between the Company and TVP, LLC dated as of November 14, 2023.
     
104   Cover Page Interactive Data File

 

 

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