ICCC ImmuCell Corporation

  

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

 

 

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

 

 

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

 

 

3

 

 

 

 

EXHIBIT 10.1

 

THIRD AMENDMENT OF LEASE

 

This is a Third Amendment of Lease (this “Amendment”) is dated as of this 14th day of November, 2023, by and between TVP, LLC, with a mailing address of P.O. Box 66749, Falmouth, Maine 04105 (hereinafter the “Landlord”), and ImmuCell Corporation with a mailing address of 56 Evergreen Drive, Portland, Maine 04103 (hereinafter the “Tenant”).

 

WHEREAS, the parties entered into an Indenture of Lease dated September 12, 2019, as amended by First Amendment of Lease dated June 15, 2020, as further amended by a Second Amendment of Lease dated August 15, 2022, as further amended by a letter agreement dated April 6, 2023 (collectively, the “Original Lease”); and,

 

WHEREAS, the parties now wish to amend the Original Lease to fund certain Tenant improvement to the Demised Premises;

 

NOW THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree that the Lease is hereby amended as follows:

 

1. Capitalized terms not defined in this Amendment shall have the meaning ascribed to them in the Original Lease. The Original Lease, as amended by this Amendment, is the “Lease”.

 

2. Tenant has engaged Lajoie Brothers to make certain improvements to the Demised Premises as set forth on Exhibit A – Third Amendment attached hereto. Additionally, Tenant is obligated to make certain upgrades to the electrical service at the Demised Premises which will be completed by Landlord, also shown on Exhibit A – Third Amendment. All such work shown on Exhibit A – Third Amendment being the “Tenant Improvements”.

 

3. Landlord agrees to pay for the cost of all of the Tenant Improvements as and when the invoices for the same are due.

 

4. In consideration of Landlord’s funding of the Tenant Improvements, Tenant shall pay to Landlord, as additional rent, the following amounts on the following dates:

 

Payments for Tenant Improvements
Date			Amount
November 15, 2023			$	20,000.00
December 1, 2023			$	20,000.00
January 1, 2024			$	20,000.00
February 1, 2024			$	20,000.00
March 1, 2024			$	20,000.00
April 1, 2024			$	20,000.00
May 1, 2024			$	20,000.00
June 1, 2024			$	20,000.00
July 1, 2024			$	488,743.00

 

For avoidance of doubt, the amounts set forth above are in addition to all other amounts due under the Lease.

 

5. Nothing herein shall alter Landlord’s obligation to complete the Landlord’s Expansion Work at Landlord’s expense, including those items set forth on Exhibit B – Third Amendment attached hereto.

 

In all other respects, the terms and conditions of the Lease are hereby ratified and affirmed.

 

 

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals on the day and year first above written.

 

			LANDLORD:
			TVP, LLC
Witness:	/s/ Karen Twohig		By	/s/ Richard McGoldrick
				Richard McGoldrick, Manager

 

			TENANT:
			ImmuCell Corporation
Witness:	/s/ Jennifer Turkewitz		By:	/s/ Michael Brigham
				Michael Brigham, Duly Authorized

 

 

 

 

v3.23.3

Cover	Nov. 14, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 14, 2023
Entity File Number	001-12934
Entity Registrant Name	ImmuCell Corporation
Entity Central Index Key	0000811641
Entity Tax Identification Number	01-0382980
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	56 Evergreen Drive
Entity Address, City or Town	Portland
Entity Address, State or Province	ME
Entity Address, Postal Zip Code	04103
City Area Code	207
Local Phone Number	878-2770
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.10 par value per share
Trading Symbol	ICCC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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