Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
001-12934
(Commission file number)
ImmuCell Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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01-0382980
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(State of incorporation)
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(I.R.S. Employer
Identification No.)
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56 Evergreen Drive, Portland, Maine
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04103
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(Address of principal executive offices)
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(Zip Code)
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(207) 878-2770
(Registrant’s telephone number)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.10 par value per share
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ICCC
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The Nasdaq Capital Market
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ 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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that require a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates at June 30, 2025 was approximately $50,600,000 based on the closing sales price on June 27, 2025 of $6.75 per share.
The number of shares of the registrant’s common stock outstanding as of March 24, 2026 was 9,046,799.
Documents incorporated by reference: Portions of the registrant’s definitive Proxy Statement to be filed in connection with the 2026 Annual Meeting of Stockholders are incorporated by reference into Part III hereof.
Explanatory Note
ImmuCell Corporation (the “Company”) is filing this Amendment No. 1 to the Annual Report on Form 10-K (this “Amendment”) to amend the Exhibit List which constitutes a portion of Part IV, Item 15 of its Annual Report on Form 10-K for the year ended December 31, 2025, originally filed with the Securities and Exchange Commission (“SEC”) on March 30, 2026 (the “Original Filing”).
This Amendment (i) adds as an additional exhibit (Exhibit 10.43) a previously-filed document that was inadvertently omitted from the Exhibit Index as filed; (ii) adds textual “incorporated by reference” descriptions inadvertently omitted for five previously-filed documents shown on the Exhibit Index (Exhibits 10.12 through 10.16); (iii) changes the descriptive heading of one document (Exhibit 10.9) filed with the Original Filing; and (iv) refiles a previously-filed stock incentive plan (Exhibit 10.7) to conform to the updated version included as Appendix A to the Company’s definitive proxy statement filed with the SEC on April 24, 2026. Additionally, the Company is filing updated certifications as Exhibits 31.1, 31.2, 32.1, and 32.2.
The Company’s financial statements (and report of Wipfli LLP, as Independent Registered Public Accounting Firm) were included in Part IV of the Original Filing and are not amended hereby.
This Amendment does not otherwise change or update any of the disclosures set forth in the Original Filing and does not otherwise reflect any events occurring after the filing date of the Original Filing.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
