false 0000811641 0000811641 2024-02-22 2024-02-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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) February 22, 2024

 

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 February 22, 2024, ImmuCell Corporation (the “Company”) entered into an Allonge to and Amendment of Line of Credit (the “Allonge”) between the Company and Gorham Savings Bank (GSB) pursuant to which the Company’s $1 million line of credit with GSB was extended through September 11, 2025.

 

In addition, each of GSB and the Finance Authority of Maine (“FAME”) waived, on February 21, 2024 and February 26, 2024, respectively, the minimum debt service coverage ratio requirement of 1.35 (the “DSC Requirement”) for the 12-month period ending June 30, 2024, which DSC Requirement is described in the definitive agreements covering the credit facilities with GSB and FAME.

 

The forgoing description of the Allonge is qualified in its entirety by reference to the Allonge, 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 Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
10.1   Allonge to and Amendment of Line of Credit between the Company and Gorham Savings Bank, dated February 22, 2024.
104   Cover Page Interactive Data File

 

1

 

 

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: February 27, 2024 By: /s/ Michael F. Brigham
    Michael F. Brigham
    President and Chief Executive Officer

 

2

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
10.1   Allonge to and Amendment of Line of Credit between the Company and Gorham Savings Bank, dated February 22, 2024.
104   Cover Page Interactive Data File

 

3

Exhibit 10.1

 

 

ALLONGE TO AND AMENDMENT OF LINE OF CREDIT LOAN NO. 8160005222

 

AGREEMENT made this 22nd day of February 2024, between Immucell Corporation a Maine corporation (hereinafter called “Borrower”) and 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, 2025, 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

 

 

Page 1 of 1

 

v3.24.0.1
Cover
Feb. 22, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Feb. 22, 2024
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
ImmuCell (NASDAQ:ICCC)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more ImmuCell Charts.
ImmuCell (NASDAQ:ICCC)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more ImmuCell Charts.