STOCK TITAN

ImmuCell Q3 2026 earnings turn to $953K profit

Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
(Moderate)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
10-Q

Rhea-AI Filing Summary

ImmuCell Corporation (ICCC) reported third-quarter 2026 product sales of $8,039,951, up 46.0% from $5,506,122 a year earlier, and net income of $952,510 compared with a net loss of $139,748. For the first nine months, product sales were $25,583,359, up 27.8% from $20,018,175; net income was $4,728,773 versus $1,809,115. Nine-month results included a $2.0 million settlement with a former contract manufacturer, which the company described as non-recurring.

Operating cash flow was $7,348,008 for the nine months, and cash and cash equivalents were $7,914,406 at September 30, 2026. The company expects its First Defense manufacturing expansion to require another $6.3 million over nine to 15 months. Two distributors accounted for 67% of nine-month product sales and 82% of receivables at September 30; the company said reduced purchases or financial difficulty at either could materially affect revenue and liquidity.

2 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

0 major · 1 point

How the balance works

Positive

  • Moderate pointProduct sales rose 46.0% quarterly and 27.8% year-to-date.
  • Moderate pointNine-month net income was $4,728,773, including the non-recurring settlement.

Negative

  • Moderate pointTwo distributors accounted for 67% of nine-month sales and 82% of receivables.

Filing Explained

The replacement credit line was not reported signed, and six million dollars of ATM capacity remained without a pending share-sale plan.

The previous $1 million credit line expired on September 11, 2026; the company said it had negotiated terms for a new $3 million line and expected to sign it in the fourth quarter of 2026. Because the new line was not reported as signed, the filing describes a planned facility, not borrowing capacity already in place.

As of September 30, 2026, ImmuCell reported $6 million of remaining capacity under its at-the-market agreement but no pending plan to issue shares under it; the filing also reports no ATM activity during the first nine months of 2026. An at-the-market arrangement allows gradual sales of new shares at prevailing market prices, so this remaining capacity is permission to sell, not shares already issued.

Third-quarter product sales $8,039,951 Three months ended September 30, 2026; up 46.0% from $5,506,122 in 2025
Third-quarter net income $952,510 Three months ended September 30, 2026; compared with a net loss of $139,748 in 2025
Nine-month product sales $25,583,359 Nine months ended September 30, 2026; up 27.8% from $20,018,175 in 2025
Nine-month net income $4,728,773 Nine months ended September 30, 2026; includes a non-recurring $2.0 million settlement
Settlement income $2.0 million Settlement with a former contract manufacturer recorded during the nine months ended September 30, 2026
Net cash provided by operating activities $7,348,008 Nine months ended September 30, 2026; compared with $1,992,751 in 2025
Cash and cash equivalents $7,914,406 As of September 30, 2026
Additional expansion spending $6.3 million Expected additional spending for the First Defense manufacturing expansion, as of September 30, 2026
hyperimmunized bovine colostrum technical
"utilizes hyperimmunized bovine colostrum to provide pathogen-specific antibodies"
veterinary biologics regulatory
"First Defense products are regulated as veterinary biologics"
performance obligation financial
"each unit constitutes a distinct performance obligation"
A performance obligation is a specific promise in a contract to deliver a good or provide a service to a customer, and it is the unit companies use to decide when and how much revenue to record. Think of it like checklist items in a service agreement: each item completed can trigger part of the payment to be recognized as revenue. Investors care because how obligations are identified and satisfied changes the timing and amount of reported revenue and profits, affecting comparisons and valuation.
valuation allowance financial
"full valuation allowance against our net deferred tax assets"
A valuation allowance is a reserve set aside to reduce the value of certain assets on a company's financial records when there is uncertainty about whether they will generate the expected benefits. It acts like a caution sign, indicating that some assets might not be fully recoverable or worth their recorded amount. This matters to investors because it provides a more realistic picture of a company's financial health and potential risks.
anti-dilutive financial
"the effect would be anti-dilutive"
A claim, security feature, or action described as anti-dilutive prevents or does not cause a reduction in existing shareholders’ per-share values when additional shares could be issued. For example, certain convertible securities or corporate actions are treated as anti-dilutive for earnings-per-share calculations if including them would raise EPS rather than lower it; investors watch this because it affects reported per-share metrics, ownership percentages, and valuation comparisons, like keeping pie slices the same size instead of making them smaller.
ATM Agreement financial
"entered into our ATM Agreement"
An at-the-market (ATM) agreement lets a company sell newly issued shares directly into the public market over time through a broker, rather than selling a large block all at once. Investors care because it provides a flexible way for the company to raise cash when needed, but it can increase the number of shares outstanding gradually and put downward pressure on the stock price if sales are large relative to normal trading—similar to adding more product to a store shelf while customers are buying.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were ICCC's third-quarter 2026 sales and earnings?

ImmuCell reported product sales of $8,039,951 and net income of $952,510 for the three months ended September 30, 2026. Sales were up 46.0% from $5,506,122, and the prior-year quarter recorded a net loss of $139,748. First Defense accounted for approximately 99% of sales in both quarters.

What does ICCC's First Defense manufacturing expansion include?

The first phase is expected to renovate the former Re-Tain facility and add a new freeze dryer with greater capacity and reliability than current freeze-drying equipment. The second phase plans detailed engineering, reuse of Re-Tain equipment, and additional equipment and automation to expand First Defense colostrum liquid processing.

When does ICCC expect to sign its new line of credit?

ImmuCell has negotiated terms with Maine Community Bank for a new $3,000,000 line of credit and expects to sign it during the fourth quarter of 2026. The bank confirmed the company was in compliance with financial and non-financial covenants under its outstanding loans with the bank.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
0000811641 ImmuCell Corporation false --12-31 Q3 2026 0.10 0.10 15,000,000 15,000,000 9,105,622 9,105,622 9,090,361 9,045,851 15,261 59,771 67,880 5 0.1 0.3 0 0 0 0 0 0 0 5 2 0 7 5 0 0 0 2.0 2.0 3 0 3 1 2 2 2 false false false false The amortization of these debt issuance costs and debt discount costs is being recorded as a component of interest expense, included in other (expenses) income, net and is being amortized on a straight-line basis over the underlying terms of the notes. Outstanding stock options that were not included in this calculation because the effect would be anti-dilutive amounted to 968,978 and 784,661 during the three and nine months ended September 30, 2026, respectively. Outstanding stock options that were not included in this calculation because the effect would be anti-dilutive amounted to 738,483 during both the three and nine months ended September 30, 2025. All stock options are excluded from the denominator in the calculation of dilutive earnings per share when we are in a loss position because their inclusion would be anti-dilutive. Due to inflation and the changing interest rate environment, the carrying values of our fixed rate bank debt as of June 30, 2026 and December 31, 2025 differed from their fair market values. The amount outstanding under our bank debt facilities is measured at carrying value in our accompanying balance sheets. Includes a $0.1 million reversal of an annual regulatory sponsor fee that we were no longer required to obtain as a result of the decision to cease focus on Re-Tain®. Cash and cash equivalents are stated at nominal value, which equals fair value. A portion of our cash and cash equivalents is invested in money market accounts. The fair value of these investments is based on their closing published net asset value. Total assets for our Scours segment as of September 30, 2026 and December 31, 2025, includes property, plant and equipment, net of approximately $11,845,000 and $12,300,000, respectively, of idle assets, which primarily related to one of our manufacturing facilities that was previously utilized for Re-Tain® that we now plan to refit for use in producing First Defense® products. Interest expense includes amortization of debt issuance and debt discount costs of $3,089 and $29,578 during the three months ended September 30, 2026 and 2025, respectively, and $9,404 and $51,191 during the nine months ended September 30, 2026 and 2025, respectively. Includes a $2.0 million settlement with a former contract manufacturer that compensated the Company for operating costs incurred in product development and contract performance related to the development of the Company’s Re-Tain® product. See Note 9 for additional discussion. The income from insurance recoveries resulted from claim benefits paid to us during the first quarter of 2025 under our business interruption policy related to product contamination losses incurred during late 2022 and through early 2024. This recovery does not include the $250,000 received on this claim during the third quarter of 2023. Interest expense includes amortization of debt issuance and debt discount costs of $3,157 and $10,806 during the three months ended June 30, 2026 and 2025, and $6,315 and $21,612 during the six months ended June 30, 2026 and 2025, respectively. 00008116412026-01-012026-09-30 xbrli:shares 00008116412026-10-30 thunderdome:item iso4217:USD 00008116412026-09-30 00008116412025-12-31 iso4217:USDxbrli:shares 00008116412026-07-012026-09-30 00008116412025-07-012025-09-30 00008116412025-01-012025-09-30 0000811641us-gaap:CommonStockMember2026-06-30 0000811641us-gaap:AdditionalPaidInCapitalMember2026-06-30 0000811641us-gaap:RetainedEarningsMember2026-06-30 0000811641us-gaap:TreasuryStockCommonMember2026-06-30 00008116412026-06-30 0000811641us-gaap:CommonStockMember2026-07-012026-09-30 0000811641us-gaap:AdditionalPaidInCapitalMember2026-07-012026-09-30 0000811641us-gaap:RetainedEarningsMember2026-07-012026-09-30 0000811641us-gaap:TreasuryStockCommonMember2026-07-012026-09-30 0000811641us-gaap:CommonStockMember2026-09-30 0000811641us-gaap:AdditionalPaidInCapitalMember2026-09-30 0000811641us-gaap:RetainedEarningsMember2026-09-30 0000811641us-gaap:TreasuryStockCommonMember2026-09-30 0000811641us-gaap:CommonStockMember2025-06-30 0000811641us-gaap:AdditionalPaidInCapitalMember2025-06-30 0000811641us-gaap:RetainedEarningsMember2025-06-30 0000811641us-gaap:TreasuryStockCommonMember2025-06-30 00008116412025-06-30 0000811641us-gaap:CommonStockMember2025-07-012025-09-30 0000811641us-gaap:AdditionalPaidInCapitalMember2025-07-012025-09-30 0000811641us-gaap:RetainedEarningsMember2025-07-012025-09-30 0000811641us-gaap:TreasuryStockCommonMember2025-07-012025-09-30 0000811641us-gaap:CommonStockMember2025-09-30 0000811641us-gaap:AdditionalPaidInCapitalMember2025-09-30 0000811641us-gaap:RetainedEarningsMember2025-09-30 0000811641us-gaap:TreasuryStockCommonMember2025-09-30 00008116412025-09-30 0000811641us-gaap:CommonStockMember2025-12-31 0000811641us-gaap:AdditionalPaidInCapitalMember2025-12-31 0000811641us-gaap:RetainedEarningsMember2025-12-31 0000811641us-gaap:TreasuryStockCommonMember2025-12-31 0000811641us-gaap:CommonStockMember2026-01-012026-09-30 0000811641us-gaap:AdditionalPaidInCapitalMember2026-01-012026-09-30 0000811641us-gaap:RetainedEarningsMember2026-01-012026-09-30 0000811641us-gaap:TreasuryStockCommonMember2026-01-012026-09-30 0000811641us-gaap:CommonStockMember2024-12-31 0000811641us-gaap:AdditionalPaidInCapitalMember2024-12-31 0000811641us-gaap:RetainedEarningsMember2024-12-31 0000811641us-gaap:TreasuryStockCommonMember2024-12-31 00008116412024-12-31 0000811641us-gaap:CommonStockMember2025-01-012025-09-30 0000811641us-gaap:AdditionalPaidInCapitalMember2025-01-012025-09-30 0000811641us-gaap:RetainedEarningsMember2025-01-012025-09-30 0000811641us-gaap:TreasuryStockCommonMember2025-01-012025-09-30 utr:Y 0000811641srt:RestatementAdjustmentMember2026-01-01 0000811641srt:RestatementAdjustmentMember2026-07-012026-09-30 0000811641srt:RestatementAdjustmentMember2026-01-012026-09-30 0000811641iccc:IdleAssetsMember2026-09-30 xbrli:pure 0000811641us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembericcc:CompanyAMember2026-07-012026-09-30 0000811641us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembericcc:CompanyAMember2025-07-012025-09-30 0000811641us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembericcc:CompanyAMember2026-01-012026-09-30 0000811641us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembericcc:CompanyAMember2025-01-012025-09-30 0000811641us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembericcc:CompanyBMember2026-07-012026-09-30 0000811641us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembericcc:CompanyBMember2025-07-012025-09-30 0000811641us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembericcc:CompanyBMember2026-01-012026-09-30 0000811641us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembericcc:CompanyBMember2025-01-012025-09-30 0000811641us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembericcc:CompanyAAndBMember2026-07-012026-09-30 0000811641us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembericcc:CompanyAAndBMember2025-07-012025-09-30 0000811641us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembericcc:CompanyAAndBMember2026-01-012026-09-30 0000811641us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembericcc:CompanyAAndBMember2025-01-012025-09-30 0000811641us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMembericcc:CompanyAMember2026-01-012026-09-30 0000811641us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMembericcc:CompanyAMember2025-01-012025-12-31 0000811641us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMembericcc:CompanyBMember2026-01-012026-09-30 0000811641us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMembericcc:CompanyBMember2025-01-012025-12-31 0000811641us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMembericcc:CompanyAAndBMember2026-01-012026-09-30 0000811641us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMembericcc:CompanyAAndBMember2025-01-012025-12-31 0000811641iccc:IdleAssetsMember2025-12-31 0000811641iccc:IdleAssetsMember2025-01-012025-09-30 0000811641iccc:IdleAssetsMember2026-07-012026-09-30 0000811641iccc:IdleAssetsMember2025-07-012025-09-30 0000811641iccc:IdleAssetsMember2026-01-012026-09-30 0000811641us-gaap:FairValueMeasurementsRecurringMember2026-09-30 0000811641us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2026-09-30 0000811641us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2026-09-30 0000811641us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2026-09-30 0000811641us-gaap:FairValueMeasurementsRecurringMember2025-12-31 0000811641us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2025-12-31 0000811641us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2025-12-31 0000811641us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2025-12-31 0000811641iccc:MaineCommunityBankMembericcc:DebtInstrumentDebtFinancingMember2020-03-31 0000811641iccc:MaineCommunityBankMembericcc:DebtInstrumentDebtFinancingOneMemberus-gaap:MortgagesMember2020-03-31 0000811641iccc:MaineCommunityBankMembericcc:DebtInstrumentDebtFinancingOneMemberus-gaap:MortgagesMember2020-01-012020-03-31 0000811641iccc:MaineCommunityBankMembericcc:DebtInstrumentDebtFinancingTwoMember2020-03-31 0000811641iccc:MaineCommunityBankMembericcc:DebtInstrumentDebtFinancingTwoMember2020-01-012022-03-31 0000811641iccc:MaineCommunityBankMembericcc:DebtInstrumentDebtFinancingThreeMemberus-gaap:MortgagesMember2022-01-012022-03-31 0000811641iccc:MaineCommunityBankMembericcc:DebtInstrumentDebtFinancingThreeMemberus-gaap:MortgagesMember2022-03-31 0000811641iccc:MaineCommunityBankMembericcc:DebtInstrumentDebtFinancingOneMemberus-gaap:MortgagesMember2021-12-31 0000811641iccc:MaineCommunityBankMembericcc:DebtInstrumentDebtFinancingOneMemberus-gaap:MortgagesMember2022-03-31 0000811641iccc:MaineTechnologyInstituteMembericcc:DebtInstrumentDebtFinancingThreeMember2020-06-30 0000811641iccc:MaineTechnologyInstituteMembericcc:DebtInstrumentDebtFinancingThreeMember2020-04-012020-06-30 0000811641iccc:MaineTechnologyInstituteMembericcc:DebtInstrumentDebtFinancingThreeMember2022-12-31 0000811641iccc:MaineTechnologyInstituteMembericcc:DebtInstrumentDebtFinancingThreeMember2022-10-012022-12-31 0000811641iccc:MaineCommunityBankMembericcc:DebtInstrumentDebtFinancingFourMember2020-12-31 0000811641iccc:MaineCommunityBankMembericcc:DebtInstrumentDebtFinancingFourMember2020-10-012020-12-31 0000811641iccc:MaineTechnologyInstituteMembericcc:DebtInstrumentDebtFinancingFiveMember2021-06-30 0000811641iccc:MaineTechnologyInstituteMembericcc:DebtInstrumentDebtFinancingFiveMember2021-06-302021-06-30 0000811641iccc:MaineCommunityBankMembericcc:DebtInstrumentDebtFinancingSixMember2023-09-30 0000811641iccc:FinanceAuthorityOfMaineMembericcc:DebtInstrumentDebtFinancingSixMember2023-09-30 0000811641iccc:DebtInstrumentDebtFinancingSixMember2023-07-012023-09-30 0000811641iccc:FinanceAuthorityOfMaineMembericcc:DebtInstrumentDebtFinancingSevenMember2023-09-30 0000811641iccc:FinanceAuthorityOfMaineMembericcc:DebtInstrumentDebtFinancingSevenMember2023-07-012023-09-30 0000811641iccc:MaineCommunityBankMembericcc:DebtInstrumentDebtFinancingSixMember2025-01-012025-12-31 0000811641iccc:FinanceAuthorityOfMaineMembericcc:DebtInstrumentDebtFinancingSevenMember2025-01-012025-12-31 0000811641iccc:DebtInstrumentDebtFinancingEightMember2025-12-31 0000811641iccc:DebtInstrumentDebtFinancingEightMember2025-01-012025-12-31 0000811641iccc:DebtInstrumentDebtFinancingEightMember2026-01-012026-09-30 0000811641iccc:DebtInstrumentDebtFinancingLoansOneThroughEightMember2026-09-30 0000811641iccc:DebtInstrumentDebtFinancingLoansOneThroughEightMember2025-12-31 0000811641us-gaap:LineOfCreditMembericcc:MaineCommunityBankMemberus-gaap:SubsequentEventMember2026-10-01 0000811641us-gaap:LineOfCreditMembericcc:MaineCommunityBankMember2026-09-11 0000811641us-gaap:LineOfCreditMembericcc:MaineCommunityBankMember2025-12-31 0000811641us-gaap:IndemnificationGuaranteeMember2026-09-30 0000811641us-gaap:MarketValueGuaranteeMember2025-12-31 0000811641us-gaap:MarketValueGuaranteeMember2026-09-30 0000811641us-gaap:IndemnificationGuaranteeMember2025-12-31 0000811641iccc:OperatingCostsTheCompanyIncurredInDevelopingTheProductMemberus-gaap:SettledLitigationMember2026-01-012026-09-30 0000811641iccc:OperatingCostsTheCompanyIncurredInDevelopingTheProductMemberus-gaap:SettledLitigationMember2026-07-012026-09-30 0000811641us-gaap:DeferredCompensationExcludingShareBasedPaymentsAndRetirementBenefitsMembericcc:PresidentAndCeoMember2026-03-31 0000811641iccc:PurchaseOfInventoryMember2026-09-30 0000811641iccc:FirstDefenseProductLineMember2026-09-30 0000811641iccc:InformationTechnologyServiceMember2026-09-30 0000811641iccc:ColdStorageServiceMember2026-09-30 0000811641iccc:OtherObligationsMember2026-09-30 0000811641iccc:LeaseAgreementsForThreeVehiclesUsedByTheSalesTeamMember2026-09-30 0000811641iccc:AtTheMarketMember2025-07-012025-09-30 0000811641iccc:AtTheMarketMember2025-01-012025-09-30 0000811641iccc:AtTheMarketMember2026-07-012026-09-30 0000811641iccc:AtTheMarketMember2026-01-012026-09-30 0000811641iccc:The2025PlanMember2025-11-07 0000811641iccc:The2025PlanMember2026-04-07 0000811641srt:ExecutiveOfficerMember2026-01-272026-01-27 0000811641iccc:PresidentAndCeoMember2026-01-272026-01-27 0000811641us-gaap:SalesRevenueNetMemberus-gaap:GeographicConcentrationRiskMembercountry:US2026-07-012026-09-30 0000811641us-gaap:SalesRevenueNetMemberus-gaap:GeographicConcentrationRiskMembercountry:US2025-07-012025-09-30 0000811641us-gaap:SalesRevenueNetMemberus-gaap:GeographicConcentrationRiskMembercountry:US2026-01-012026-09-30 0000811641us-gaap:SalesRevenueNetMemberus-gaap:GeographicConcentrationRiskMembercountry:US2025-01-012025-09-30 0000811641us-gaap:SalesRevenueNetMemberus-gaap:GeographicConcentrationRiskMemberus-gaap:NonUsMember2026-07-012026-09-30 0000811641us-gaap:SalesRevenueNetMemberus-gaap:GeographicConcentrationRiskMemberus-gaap:NonUsMember2025-07-012025-09-30 0000811641us-gaap:SalesRevenueNetMemberus-gaap:GeographicConcentrationRiskMemberus-gaap:NonUsMember2026-01-012026-09-30 0000811641us-gaap:SalesRevenueNetMemberus-gaap:GeographicConcentrationRiskMemberus-gaap:NonUsMember2025-01-012025-09-30 0000811641us-gaap:SalesRevenueNetMemberus-gaap:GeographicConcentrationRiskMember2026-07-012026-09-30 0000811641us-gaap:SalesRevenueNetMemberus-gaap:GeographicConcentrationRiskMembericcc:GlobalMember2026-07-012026-09-30 0000811641us-gaap:SalesRevenueNetMemberus-gaap:GeographicConcentrationRiskMember2025-07-012025-09-30 0000811641us-gaap:SalesRevenueNetMemberus-gaap:GeographicConcentrationRiskMembericcc:GlobalMember2025-07-012025-09-30 0000811641us-gaap:SalesRevenueNetMemberus-gaap:GeographicConcentrationRiskMember2026-01-012026-09-30 0000811641us-gaap:SalesRevenueNetMemberus-gaap:GeographicConcentrationRiskMembericcc:GlobalMember2026-01-012026-09-30 0000811641us-gaap:SalesRevenueNetMemberus-gaap:GeographicConcentrationRiskMember2025-01-012025-09-30 0000811641us-gaap:SalesRevenueNetMemberus-gaap:GeographicConcentrationRiskMembericcc:GlobalMember2025-01-012025-09-30 0000811641us-gaap:TradeAccountsReceivableMember2025-01-01 00008116412023-07-012023-09-30 0000811641srt:MaximumMember2026-01-012026-09-30 0000811641srt:MaximumMember2025-01-012025-09-30 00008116412018-07-012018-09-30 0000811641us-gaap:OperatingSegmentsMembericcc:CorporateSegmentScoursMember2026-07-012026-09-30 0000811641us-gaap:OperatingSegmentsMembericcc:CorporateSegmentMastitisMember2026-07-012026-09-30 0000811641us-gaap:MaterialReconcilingItemsMember2026-07-012026-09-30 0000811641us-gaap:OperatingSegmentsMembericcc:CorporateSegmentScoursMember2025-07-012025-09-30 0000811641us-gaap:OperatingSegmentsMembericcc:CorporateSegmentMastitisMember2025-07-012025-09-30 0000811641us-gaap:MaterialReconcilingItemsMember2025-07-012025-09-30 0000811641us-gaap:OperatingSegmentsMembericcc:CorporateSegmentScoursMember2026-09-30 0000811641us-gaap:OperatingSegmentsMembericcc:CorporateSegmentMastitisMember2026-09-30 0000811641us-gaap:MaterialReconcilingItemsMember2026-09-30 0000811641us-gaap:OperatingSegmentsMembericcc:CorporateSegmentScoursMember2025-09-30 0000811641us-gaap:OperatingSegmentsMembericcc:CorporateSegmentMastitisMember2025-09-30 0000811641us-gaap:MaterialReconcilingItemsMember2025-09-30 0000811641us-gaap:OperatingSegmentsMembericcc:CorporateSegmentScoursMember2026-01-012026-09-30 0000811641us-gaap:OperatingSegmentsMembericcc:CorporateSegmentMastitisMember2026-01-012026-09-30 0000811641us-gaap:MaterialReconcilingItemsMember2026-01-012026-09-30 0000811641us-gaap:OperatingSegmentsMembericcc:CorporateSegmentScoursMember2025-01-012025-09-30 0000811641us-gaap:OperatingSegmentsMembericcc:CorporateSegmentMastitisMember2025-01-012025-09-30 0000811641us-gaap:MaterialReconcilingItemsMember2025-01-012025-09-30 0000811641iccc:LeedstoneIncMember2026-07-012026-09-30 0000811641iccc:LeedstoneIncMember2025-07-012025-09-30 0000811641iccc:LeedstoneIncMember2026-01-012026-09-30 0000811641iccc:LeedstoneIncMember2025-01-012025-09-30 0000811641iccc:LeedstoneIncMember2026-09-30 0000811641iccc:LeedstoneIncMember2025-12-31

Table of Contents



 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _________________ to _____________________

 

001-12934

(Commission file number)

lgo01.jpg

ImmuCell Corporation

(Exact name of registrant as specified in its charter)

 

Delaware

 

01-0382980

(State of Incorporation)

 

(I.R.S. Employer

Identification No.)

 

56 Evergreen Drive, Portland, ME

 

04103

(Address of principal executive office)

 

(Zip Code)

(207) 878-2770

(Registrant’s telephone number)

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each classTrading symbol(s)Name of each exchange on which registered
Common Stock, $0.10 par value per shareICCCThe Nasdaq Capital Market

 

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 and posted pursuant to Rule 405 of Regulation S-T 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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

The number of shares of the registrant’s common stock outstanding as of  October 30, 2026  was 9,091,361.

 



 

 

ImmuCell Corporation

TABLE OF CONTENTS

September 30, 2026

 

Forward-Looking Statements

 

PART I: FINANCIAL INFORMATION

 

 

 

ITEM 1.

Condensed Unaudited Financial Statements

2

 

Condensed Balance Sheets as of September 30, 2026 and December 31, 2025

2

 

Condensed Statements of Income for the three and nine months ended September 30, 2026 and 2025

3

 

Condensed Statements of Stockholders’ Equity for the three and nine months ended September 30, 2026 and 2025 

4

 

Condensed Statements of Cash Flows for the nine months ended September 30, 2026 and 2025

5-6

 

Notes to Condensed Unaudited Financial Statements

7-18

 

 

 

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

19-25

 

 

 

ITEM 3.

Quantitative and Qualitative Disclosures about Market Risk

25

 

 

 

ITEM 4.

Controls and Procedures

25

 

 

 

PART II: OTHER INFORMATION

 

 

 

ITEM 1. Legal Proceedings 26

 

 

 

ITEM 1A. Risk Factors 26

 

 

 

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 27

 

 

 

ITEM 3. Defaults Upon Senior Securities 27

 

 

 

ITEM 4. Mine Safety Disclosures 27

 

 

 

ITEM 5. Other Information 27

 

 

 

ITEM 6. Exhibits 28

 

 

 

 

Signature

 

 


Table of Contents

 

Forward-Looking Statements

 

This Quarterly Report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements do not relate strictly to historical or current facts and often use words such as “expects,” “may,” “anticipates,” “aims,” “intends,” “would,” “could,” “should,” “will,” “plans,” “believes,” “estimates,” “targets,” “projects,” “forecasts,” “seeks,” “goal,” and similar expressions. Such statements include, but are not limited to, statements relating to:

 

● our business plans, goals and strategies;
● projections of future financial and operational performance, expense ratios and margins;
● future demand for our products, including the First Defense® product line;
● the sequence, duration, costs and goals of our program to repurpose our former Re-Tain® facility;
● capital expenditures for First Defense® production; and cost recoveries on Re-Tain® equipment no longer in service; 

●

the scope, timing, and cost of ongoing and future product development and commercialization, including any further valuation or licensing of  Re-Tain®;

●

capital expenditures, contractual commitments, and the anticipated sources and uses of cash to fund them;

●

expected debt principal repayments and interest expense, our line of credit, and our at-the-market equity offering program;

●

our anticipated income tax liability and the availability, utilization and limitation of our net operating loss carryforwards, and the potential release of the valuation allowance against our deferred tax assets;

●

the collectability of our accounts receivable, the adequacy of our liability insurance, and the estimated fair value of our indemnification obligations;

●

the vesting of performance-based bonuses and equity awards; and

●

the absence of material litigation and claims.

 

Such statements reflect management’s current expectations as of the date hereof, are based on management’s estimates, projections, beliefs and assumptions as of such date, and are not guarantees of future performance. Such statements involve known and unknown risks and uncertainties that may cause our actual results, performance or achievements to differ materially, including risks relating to: competition in our markets; customer acceptance and product performance; alignment between our manufacturing resources and product demand; supply chain disruptions affecting our operations and our customer and supplier relationships; the commercial and operational risks of our current and planned expansion of production capacity; difficulties or delays in the development, testing, regulatory approval, production and marketing of our products; and the other risks detailed from time to time in our filings with the Securities and Exchange Commission (SEC), including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and summarized under PART II: OTHER INFORMATION, ITEM 1A—RISK FACTORS. There can be no assurance that the risks or developments we anticipate will be those that actually affect us. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise.

    

1


Table of Contents

 

ImmuCell Corporation

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED UNAUDITED FINANCIAL STATEMENTS

CONDENSED BALANCE SHEETS

(Unaudited)

 

 

 

As of

 

 

As of

 

 

 

September 30,

 

 

December 31,

 

 

 

2026

 

 

2025

 

ASSETS

 

 

 

​

 

 

 

​

CURRENT ASSETS:

 

 

 

​

 

 

 

​

Cash and cash equivalents

 

$

7,914,406

 

 

$

3,806,831

 

Trade accounts receivable

 

 

3,373,759

 

 

 

3,419,009

 

Inventory

 

 

9,857,047

 

 

 

9,267,369

 

Prepaid expenses and other current assets

 

 

432,267

 

 

 

451,673

 

Total current assets

 

 

21,577,479

 

 

 

16,944,882

 

 

 

 

 

​

 

 

 

​

Property, plant and equipment, net

 

 

21,917,432

 

 

 

21,074,694

 

Operating lease right-of-use assets

 

 

4,337,977

 

 

 

4,379,628

 

Goodwill

 

 

95,557

 

 

 

95,557

 

Other assets

 

 

29,817

 

 

 

37,686

 

TOTAL ASSETS

 

$

47,958,262

 

 

$

42,532,447

 

 

 

 

 

​

 

 

 

​

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

​

 

 

 

​

CURRENT LIABILITIES:

 

 

 

​

 

 

 

​

Current portion of debt obligations

 

$

1,382,782

 

 

$

1,610,185

 

Current portion of operating lease liabilities

 

 

124,235

 

 

 

85,489

 

Accounts payable and accrued expenses

 

 

3,173,595

 

 

 

2,282,583

 

Total current liabilities

 

 

4,680,612

 

 

 

3,978,257

 

 

 

 

 

​

 

 

 

​

LONG-TERM LIABILITIES:

 

 

 

​

 

 

 

​

Debt obligations, net of current portion

 

 

6,516,067

 

 

 

7,488,922

 

Operating lease liabilities, net of current portion

 

 

3,987,398

 

 

 

4,009,788

 

Total long-term liabilities

 

 

10,503,465

 

 

 

11,498,710

 

 

 

 

 

​

 

 

 

​

TOTAL LIABILITIES

 

 

15,184,077

 

 

 

15,476,967

 

 

 

 

 

​

 

 

 

​

COMMITMENTS AND CONTINGENCIES

 

 

  

​

 

 

  

​

 

 

 

 

​

 

 

 

​

STOCKHOLDERS’ EQUITY:

 

 

 

​

 

 

 

​

Common stock, $0.10 par value per share, 15,000,000 shares authorized and 9,105,622 shares issued and 9,090,361 and 9,045,851 shares outstanding, as of September 30, 2026 and December 31, 2025, respectively.

 

$

910,563

 

 

$

910,563

 

Additional paid-in capital

 

 

42,388,989

 

 

 

41,479,430

 

Accumulated deficit

 

 

(10,474,980

)

 

 

(15,203,753

)

Treasury stock, at cost, 15,261 and 59,771 shares as of September 30, 2026 and December 31, 2025, respectively

 

 

(50,387

)

 

 

(130,760

)

TOTAL STOCKHOLDERS’ EQUITY

 

 

32,774,185

 

 

 

27,055,480

 

 

 

 

 

​

 

 

 

​

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

47,958,262

 

 

$

42,532,447

 

 

The accompanying notes are an integral part of these condensed unaudited financial statements.

 

2


Table of Contents

 

ImmuCell Corporation

CONDENSED STATEMENTS OF INCOME

(Unaudited)

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product sales

 

$8,039,951

 

 

$5,506,122

 

 

$25,583,359

 

 

$20,018,175

 

Costs of goods sold

 

 

4,484,891

 

 

 

3,143,024

 

 

 

14,933,633

 

 

 

11,483,181

 

Gross profit

 

 

3,555,060

 

 

 

2,363,098

 

 

 

10,649,726

 

 

 

8,534,994

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Administrative expenses

 

 

1,289,291

 

 

 

729,421

 

 

 

3,698,877

 

 

 

2,072,682

 

Sales and marketing expenses

 

 

1,131,228

 

 

 

919,291

 

 

 

3,474,718

 

 

 

2,472,035

 

Product development expenses

 

 

176,771

 

 

 

694,311

 

 

 

614,111

 

 

 

2,283,016

 

Other operating income

 

 

—

 

 

 

—

 

 

 

(2,000,000

)

 

 

—

 

Operating expenses

 

 

2,597,290

 

 

 

2,343,023

 

 

 

5,787,706

 

 

 

6,827,733

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET OPERATING INCOME

 

 

957,770

 

 

 

20,075

 

 

 

4,862,020

 

 

 

1,707,261

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other (expenses) income, net

 

 

(22,495)

 

 

(155,367)

 

 

(92,010)

 

 

110,118

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCOME (LOSS) BEFORE INCOME TAXES

 

 

935,275

 

 

 

(135,292

)

 

 

4,770,010

 

 

 

1,817,379

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax (benefit) expense

 

 

(17,235

)

 

 

4,456

 

 

 

41,237

 

 

 

8,264

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

 

$952,510

 

 

$(139,748

)

 

$4,728,773

 

 

$1,809,115

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average common shares outstanding

 

 

9,084,358

 

 

 

9,045,851

 

 

 

9,065,181

 

 

 

9,019,484

 

Basic net income (loss) per share

 

$0.10

 

 

$(0.02

)

 

$0.52

 

 

$0.20

 

Diluted weighted average common shares outstanding

 

 

9,297,507

 

 

 

9,045,851

 

 

 

9,188,856

 

 

 

9,019,484

 

Diluted net income (loss) per share

 

$0.10

 

 

$(0.02

)

 

$0.51

 

 

$0.20

 

 

The accompanying notes are an integral part of these condensed unaudited financial statements.

 

3


Table of Contents

 

ImmuCell Corporation

CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)

 

 

 

Common Stock

 

 

 

 

 

 

Treasury Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

paid-in

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

Stockholders’

 

 

 

Shares

 

 

Amount

 

 

capital

 

 

Deficit

 

 

Shares

 

 

Amount

 

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2026

 

 

9,105,622

 

 

$910,563

 

 

$41,968,805

 

 

$(11,427,490)

 

 

23,425

 

 

$(77,342)

 

$31,374,536

 

Net income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

952,510

 

 

 

—

 

 

 

—

 

 

 

952,510

 

Exercise of stock options

 

 

—

 

 

 

—

 

 

 

23,727

 

 

 

—

 

 

 

(8,164)

 

 

26,955

 

 

 

50,682

 

Stock-based compensation

 

 

—

 

 

 

—

 

 

 

396,457

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

396,457

 

Balance, September 30, 2026

 

 

9,105,622

 

 

$910,563

 

 

$42,388,989

 

 

$(10,474,980)

 

 

15,261

 

 

$(50,387)

 

$32,774,185

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2025

 

 

9,105,622

 

 

 

910,563

 

 

$41,302,488

 

 

$(12,214,863)

 

 

59,771

 

 

$(130,760)

 

$29,867,428

 

Net loss

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(139,748

)

 

 

—

 

 

 

—

 

 

 

(139,748

)

Stock-based compensation

 

 

—

 

 

 

—

 

 

 

73,161

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

73,161

 

Balance, September 30, 2025

 

 

9,105,622

 

 

$910,563

 

 

$41,375,649

 

 

$(12,354,611

)

 

 

59,771

 

 

$(130,760

)

 

$29,800,841

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2025

 

 

9,105,622

 

 

$910,563

 

 

$41,479,430

 

 

$(15,203,753)

 

 

59,771

 

 

$(130,760)

 

$27,055,480

 

Net income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

4,728,773

 

 

 

—

 

 

 

—

 

 

 

4,728,773

 

Exercise of stock options

 

 

—

 

 

 

—

 

 

 

135,286

 

 

 

—

 

 

 

(44,510)

 

 

80,373

 

 

 

215,659

 

Stock-based compensation

 

 

—

 

 

 

—

 

 

 

774,273

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

774,273

 

Balance, September 30, 2026

 

 

9,105,622

 

 

$910,563

 

 

$42,388,989

 

 

$(10,474,980)

 

 

15,261

 

 

$(50,387)

 

$32,774,185

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2024

 

 

9,042,392

 

 

$904,240

 

 

$40,916,155

 

 

$(14,163,726)

 

 

63,301

 

 

$(138,482)

 

$27,518,187

 

Net income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,809,115

 

 

 

—

 

 

 

—

 

 

 

1,809,115

 

Exercise of stock options

 

 

—

 

 

 

—

 

 

 

(7,719

)

 

 

—

 

 

 

(3,530

)

 

 

7,722

 

 

 

3

 

At-The-Market Offering of common stock, net of $67,880 of issuance fees

 

 

63,230

 

 

 

6,323

 

 

 

275,123

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

281,446

 

Stock-based compensation

 

 

—

 

 

 

—

 

 

 

192,090

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

192,090

 

Balance, September 30, 2025

 

 

9,105,622

 

 

$910,563

 

 

$41,375,649

 

 

$(12,354,611)

 

 

59,771

 

 

$(130,760)

 

$29,800,841

 

 

The accompanying notes are an integral part of these condensed unaudited financial statements.

 

4


Table of Contents

 

ImmuCell Corporation

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

Nine Months Ended September 30,

 

 

 

2026

 

 

2025

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

​

 

 

 

​

Net income

 

$

4,728,773

 

 

$

1,809,115

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

​

 

 

 

​

Depreciation

 

 

1,458,272

 

 

 

2,008,958

 

Amortization of intangible assets

 

 

—

 

 

 

14,328

 

Amortization and write-off of debt issuance costs and debt discounts

 

 

9,404

 

 

 

51,191

 

Stock-based compensation

 

 

774,273

 

 

 

192,090

 

(Gain) loss on disposal of property, plant and equipment

 

 

(4,264

)

 

 

60,056

 

Non-cash rent expense (benefit)

 

 

58,007

 

 

 

(304,900

)

Changes in:

 

 

 

​

 

 

 

​

Trade accounts receivable

 

 

45,250

 

 

 

1,216,367

 

Inventory

 

 

(589,678

)

 

 

(2,689,382

)

Prepaid expenses and other current assets

 

 

19,406

 

 

 

(181,447

)

Other assets

 

 

7,869

 

 

 

(10,977

)

Accounts payable and accrued expenses

 

 

840,696

 

 

 

(172,648

)

Net cash provided by operating activities

 

 

7,348,008

 

 

 

1,992,751

 

 

 

 

 

​

 

 

 

​

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

​

 

 

 

​

Purchase of property, plant and equipment

 

 

(2,256,430

)

 

 

(1,078,133

)

Proceeds from sale of property, plant and equipment

 

 

10,000

 

 

 

31,132

 

Net cash used for investing activities

 

 

(2,246,430

)

 

 

(1,047,001

)

 

 

 

 

​

 

 

 

​

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

​

 

 

 

​

Repayments on debt obligations

 

 

(1,209,662

)

 

 

(1,885,867

)

Proceeds from debt issuance

 

 

—

 

 

 

801,267

 

Proceeds from At-The-Market Offering, gross

 

 

—

 

 

 

349,326

 

Payments of debt issuance costs and debt discounts

 

 

—

 

 

 

(14,633

)

Payments of equity issuance fees

 

 

—

 

 

 

(67,880

)

Proceeds from exercise of stock options

 

 

215,659

 

 

 

3

 

Net cash used for financing activities

 

 

(994,003

)

 

 

(817,784

)

 

 

 

 

​

 

 

 

​

NET INCREASE IN CASH AND CASH EQUIVALENTS

 

 

4,107,575

 

 

 

127,966

 

 

 

 

 

​

 

 

 

​

BEGINNING CASH AND CASH EQUIVALENTS

 

 

3,806,831

 

 

 

3,758,232

 

 

 

 

 

​

 

 

 

​

ENDING CASH AND CASH EQUIVALENTS

 

$

7,914,406

 

 

$

3,886,198

 

 

The accompanying notes are an integral part of these condensed unaudited financial statements.

 

5


Table of Contents

 

ImmuCell Corporation

CONDENSED STATEMENTS OF CASH FLOWS

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

(Unaudited)

 

 

 

Nine Months Ended September 30,

 

 

 

2026

 

 

2025

 

CASH PAID FOR:

 

 

 

​

 

 

 

​

Income taxes

 

$

83,109

 

 

$

10,205

 

Interest

 

$

282,056

 

 

$

340,381

 

 

 

 

 

​

 

 

 

​

NON-CASH ACTIVITIES:

 

 

 

​

 

 

 

​

Change in capital expenditures incurred, but not paid

 

$

(50,316

)

 

$

(13,736

)

Operating lease right-of-use assets and operating lease liabilities

 

$

95,719

 

 

$

—

 

Refinance of debt obligation

 

$

—

 

 

$

1,525,852

 

 

 

The accompanying notes are an integral part of these condensed unaudited financial statements.

 

6


Table of Contents

ImmuCell Corporation
Notes to Condensed Unaudited Financial Statements

 

1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

 

Nature of Operations

 

ImmuCell Corporation, founded in 1982 and an SEC-registered public company since 1987, is an animal health biologics company focused on the development, manufacture, and commercialization of products intended to improve the survivability, health, and long-term performance of neonatal dairy and beef calves. Our primary product line, First Defense®, utilizes hyperimmunized bovine colostrum to provide pathogen-specific antibodies and other bioactive components. In the United States, First Defense® products are regulated as veterinary biologics by the U.S. Department of Agriculture’s Center for Veterinary Biologics under the Virus-Serum-Toxin Act. In Canada, products are regulated by the Canadian Food Inspection Agency and in other countries, the products are regulated by similar agencies. Certain product formats are marketed as feed supplements regulated by the U.S. Food and Drug Administration under the Federal Food, Drug, and Cosmetic Act. References to ImmuCell (“the Company”) throughout this document are made using the first person notations of “we”, “us” and “our”.  See our Annual Report on Form 10-K for the year ended December 31, 2025 for further information about our company and strategy.

 

Seasonality of Sales

 

Sales of the First Defense® product line are seasonal, with higher sales expected during the first quarter of the calendar year, largely driven by the beef calving season, which runs primarily from January to April, unlike the dairy industry where operations generally calve year-round. Warm and dry weather conditions may reduce the producers’ perceived need for disease prevention products such as the First Defense® product line. However, heat stress on calves caused by hot summer weather and cold stress during the winter months can increase the incidence of scours and the need for our products.

 

Basis of Presentation

 

The accompanying condensed unaudited financial statements have been prepared in accordance with (i) United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and (ii) the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of our management, our condensed unaudited financial statements and accompanying notes (the “Financial Statements”) include all normal recurring adjustments that are necessary for the fair statement of the interim periods presented. Interim results of operations are not necessarily indicative of results for the full year. The Financial Statements should be read in conjunction with our audited financial statements (and notes thereto) in our Annual Report on Form 10-K for the year ended December 31, 2025.

 

Estimates and Assumptions

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Although we regularly assess these estimates, actual amounts could differ from those estimates and are subject to change in the near term. Changes in estimates are recorded during the period in which they become known. Significant estimates include, but are not limited to, our valuation of inventory, deferred tax assets, and the impairment of long-lived assets.

 

In connection with the idle status of certain property, plant and equipment, net (related to the repurposing of certain equipment previously utilized in the manufacturing of Re-Tain®), we reassessed prior estimates of the useful lives of that manufacturing equipment during December 2025. Because the equipment had seen such limited use since installation, we increased the estimated remaining useful lives on certain equipment by a weighted average of five years. The effect of this change in estimate, effective January 1, 2026, for the three months ended  September 30, 2026 was a $0.1 million decrease to depreciation expense included in costs of goods sold, and an increase in operating income and net income of $0.1 million, or $0.01 per both basic and diluted share. The effect of this change in estimate for the nine months ended  September 30, 2026 was a $0.3 million decrease to depreciation expense included in costs of goods sold, and an increase in operating income and net income of $0.3 million, or $0.03 per both basic and diluted share. 

 

7


Table of Contents

ImmuCell Corporation
Notes to Condensed Unaudited Financial Statements (continued)

 

This idle property, plant and equipment, which we plan to repurpose for First Defense® expansion, totaled $11,845,000 and was recorded in Property, plant and equipment, net on the Condensed Balance Sheet as of September 30, 2026. Such assets, or other assets which are currently being used for the production of First Defense®, may become obsolete as we finalize our plans and transition to the new manufacturing plant. See Note 5, “Property, Plant and Equipment, Net” and Item 2, MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, “First Defense® Manufacturing Expansion” for further information.

 

 

Significant Accounting Policies

 

The accounting policies used in preparing these condensed financial statements are the same as those described in our Annual Report on Form 10-K for the year ended December 31, 2025. Unless otherwise indicated, all references to years are to our fiscal years, which end on December 31.

 

Accounting Pronouncement Not Yet Adopted

 

In November of 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, to provide disaggregated disclosures of specific expense categories underlying all relevant income statement expense line items on an annual and interim basis. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. The effective date for the standard is for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. We are evaluating ASU 2024-03 to determine its impact on our financial statements and expect to apply the standard on a prospective basis.

 

During the nine months ended  September 30, 2026, there were no other newly issued or newly applicable accounting pronouncements that had, or are expected to have, a material impact on the Company’s Financial Statements.   

 

2. TRADE ACCOUNTS RECEIVABLE AND CONCENTRATION OF RISK

 

Allowance for Credit and Sales Losses

 

We determined that no allowance for credit losses or product returns was necessary as of either  September 30, 2026, or  December 31, 2025. We consider a broad range of information to estimate credit losses. Historically, we have experienced a very low level of credit loss expense, and most of our trade receivables are collected by the due date or within a few days of the due date. We anticipate no future events or conditions that would impact our ability to collect our accounts receivable. Because of the generally short duration from the balance sheet date to the date of collection, our collection rate is not expected to be significantly impacted by events occurring after the balance sheet date. No accounts receivable were written off during the three or nine months ended  September 30, 2026 or 2025.

 

Concentration of Risk

 

Concentration of credit risk with respect to accounts receivable is principally limited to certain customers to whom we make substantial sales. To reduce risk, we routinely assess the financial strength of our customers and, therefore, believe that our accounts receivable credit risk exposure is limited. We maintain an allowance for potential credit losses when deemed necessary, but historically we have not experienced significant credit losses related to an individual customer or groups of customers in any particular industry or geographic area.

 

Sales to significant customers that amounted to 10 percent or more of total product sales are detailed in the following table:

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Company A

 

 

52%

 

 

41%

 

 

45%

 

 

46%

Company B

 

 

19%

 

 

26%

 

 

22%

 

 

27%

Total

 

 

71%

 

 

68%

 

 

67%

 

 

73%

 

8


Table of Contents

ImmuCell Corporation
Notes to Condensed Unaudited Financial Statements (continued)

 

Trade accounts receivable due from significant customers that amounted to 10 percent or more of our total trade accounts receivable are detailed in the following table:

 

 

 

As of

 

 

As of

 

 

 

September 30, 2026

 

 

December 31, 2025

 

Company A

 

 

63%

 

 

45%

Company B

 

 

19%

 

 

24%

Total

 

 

82%

 

 

69%
 

3. INVENTORY

 

Inventory consisted of the following:

 

 

 

As of

 

 

As of

 

 

 

September 30, 2026

 

 

December 31, 2025

 

Raw materials

 

$1,871,765

 

 

$1,650,778

 

Work-in-process, net

 

 

5,030,089

 

 

 

5,748,889

 

Finished goods

 

 

2,955,193

 

 

 

1,867,702

 

Total

 

$9,857,047

 

 

$9,267,369

 

    

4. PREPAID EXPENSES AND OTHER CURRENT ASSETS

 

Prepaid expenses and other current assets consisted of the following:

 

 

 

As of

 

 

As of

 

 

 

September 30, 2026

 

 

December 31, 2025

 

Prepaid expenses

 

$384,653

 

 

$420,496

 

Other receivables

 

 

47,614

 

 

 

31,177

 

Total

 

$432,267

 

 

$451,673

 

 

5. PROPERTY, PLANT AND EQUIPMENT, NET

 

As of  September 30, 2026 and  December 31, 2025, property, plant and equipment, net includes approximately $11,845,000 and $12,300,000, respectively, of idle assets, which primarily relate to one of our manufacturing facilities that was previously utilized for Re-Tain® that we now plan to refit for use in producing First Defense® products. In connection with the idle status of the assets, during December 2025, we reassessed the useful lives of the manufacturing equipment, with impacts effective January 1, 2026. See Note 1, “Basis of Presentation and Significant Accounting Policies” for further information. We are monitoring these assets for impairment. No impairment expense was recognized during the three or nine months ended  September 30, 2026 and 2025.

    

Depreciation expense was $459,357 and $674,314 during the three months ended  September 30, 2026 and 2025, respectively, and $1,458,272 and $2,008,958 during the nine months ended  September 30, 2026 and 2025, respectively.  

 

9


Table of Contents

ImmuCell Corporation
Notes to Condensed Unaudited Financial Statements (continued)

 

6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 

Accounts payable and accrued expenses consisted of the following:

 

 

 

As of

 

 

As of

 

 

 

September 30, 2026

 

 

December 31, 2025

 

Accounts payable – trade

 

$999,099

 

 

$792,217

 

Accounts payable – capital

 

 

54,385

 

 

 

4,069

 

Accrued payroll

 

 

1,775,553

 

 

 

1,032,479

 

Accrued vendor payables

 

 

216,003

 

 

 

311,484

 

Accrued professional fees

 

 

107,340

 

 

 

113,414

 

Accrued other

 

 

21,215

 

 

 

22,226

 

Income tax payable

 

 

—

 

 

 

6,694

 

Total

 

$3,173,595

 

 

$2,282,583

 

     

7.  Fair Value Measurements

 

The carrying value and estimated fair value of financial instruments are reflected in the following tables:

 

 

 

 

 

 

 

 

 

 

 

As of September 30, 2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Carrying Value

 

 

 

Fair Value

 

 

 

Quoted Prices in Active Markets for Identical Assets (Level 1)

 

 

 

Significant Other Observable Inputs (Level 2)

 

 

 

Significant Unobservable Inputs (Level 3)

 

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and money market accounts(1)

 

$7,914,406

 

 

$7,914,406

 

 

$7,914,406

 

 

$—

 

 

$—

 

 

$7,914,406

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank debt(2)

 

$7,898,849

 

 

$7,161,688

 

 

$—

 

 

$7,161,688

 

 

$—

 

 

$7,161,688

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Carrying Value

 

 

 

Fair Value

 

 

 

Quoted Prices in Active Markets for Identical Assets (Level 1)

 

 

 

Significant Other Observable Inputs (Level 2)

 

 

 

Significant Unobservable Inputs (Level 3)

 

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and money market accounts(1)

 

$3,806,831

 

 

$3,806,831

 

 

$3,806,831

 

 

$—

 

 

$—

 

 

$3,806,831

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank debt(2)

 

$9,099,107

 

 

$8,457,433

 

 

$—

 

 

$8,457,433

 

 

$—

 

 

$8,457,433

 

 

(1) Cash and cash equivalents are stated at nominal value, which equals fair value. A portion of our cash and cash equivalents is invested in money market accounts. The fair value of these investments is based on their closing published net asset value.

(2) Due to inflation and the changing interest rate environment, the carrying values of our fixed rate bank debt as of  September 30, 2026 and December 31, 2025 differed from their fair market values. The amount outstanding under our bank debt facilities is measured at carrying value in our accompanying balance sheets. 

 

10


Table of Contents

ImmuCell Corporation
Notes to Condensed Unaudited Financial Statements (continued)

 

We evaluate assets and liabilities subject to fair value measurements on a recurring and nonrecurring basis to determine the appropriate level at which to classify them for each reporting period. Some nonfinancial assets are measured at fair value only in certain circumstances, including the event of impairment. 

 

We assess the levels of assets and liabilities at each measurement date, and transfers between levels are recognized on the actual date of the event or change in circumstances that caused the transfer in accordance with our accounting policy regarding the recognition of transfers between levels of the fair value hierarchy. During the nine months ended  September 30, 2026 and 2025, there were no transfers between levels.

 

As of  September 30, 2026 and December 31, 2025, the carrying amounts of accounts receivable, inventory, prepaid expenses and other current assets, other assets, accounts payable and accrued expenses approximate fair value because of their short-term nature.

 

8. DEBT OBLIGATIONS

 

Loans #1 and #2: During the first quarter of 2020, we closed on a debt financing with Maine Community Bank (formerly known as Gorham Savings Bank) (MCB) aggregating $8,600,000, which was comprised of a $5,100,000 mortgage note (Loan #1) that bears interest at a fixed rate of 3.50% per annum (with a 10-year term and 25-year amortization schedule and a balloon principal payment of $3,145,888 due during the first quarter of 2030) and a $3,500,000 note (Loan #2) that bears interest at a fixed rate of 3.50% per annum (with a 7-year term and amortization schedule). During the first quarter of 2022, we closed on an additional $2,000,000 in mortgage debt, which bears interest at the fixed rate of 3.58% per annum. This was accomplished through an amendment of the original mortgage note (Loan #1) that increased the then outstanding principal balance from $4,233,957 to $6,233,957 bearing interest at the blended fixed rate of 3.53% per annum. This increased the balloon payment from $3,145,888 to $3,687,751 and extended the due date of the balloon payment from the first quarter of 2030 to the first quarter of 2032.

 

Loan #3: During the second quarter of 2020, we received a loan from the Maine Technology Institute (MTI) in the aggregate principal amount of $500,000. The first 2.25 years of this loan were interest-free with no interest accrual or required principal payments. Beginning during the fourth quarter of 2022, Loan #3 became subject to quarterly principal and interest payments at a fixed rate of 5% per annum over the final five years of the loan, through the third quarter of 2027 if not repaid before then.

 

Loan #4: During the fourth quarter of 2020, we closed on a $1,500,000 note with MCB that bears interest at a fixed rate of 3.50% per annum (with a 7-year term and amortization schedule). Proceeds of $624,167 were used to prepay a portion of the outstanding principal on our mortgage note (Loan #1), which reduced the outstanding balance to 80% of the most recent appraised value of the property securing the debt, which allowed MCB to release the $1,400,000 that had been held in escrow. 

 

Loan #5: On June 30, 2021, we executed definitive agreements covering a second loan from the MTI in the aggregate principal amount of $400,000, proceeds from which were received in July of 2021. The first two years of this loan were interest-free with no interest accrual or required principal payments. Principal and interest payments at a fixed rate of 5% per annum are due quarterly over the final 5.5 years of the loan, beginning during the third quarter of 2023 and continuing through the fourth quarter of 2028 if not repaid before then.

 

Loan #6: During the third quarter of 2023, we closed on a $2,000,000 term loan bearing interest at a fixed rate of 7% per annum from MCB. The Finance Authority of Maine (FAME) provided $1,000,000 of loan insurance to MCB. This loan was repayable under a 7-year amortization schedule with a balloon payment of $1,285,029 due during the third quarter of 2026. This loan was refinanced during the year ended December 31, 2025, utilizing the proceeds from Loan #8 discussed below.

 

Loan #7: Also during the third quarter of 2023, we closed on a $1,000,000 term loan bearing interest at a fixed rate of 8% per annum from FAME. The loan was repayable under a 7-year amortization schedule with a balloon payment of $649,267 due during the third quarter of 2026. This loan was refinanced during the year ended December 31, 2025, utilizing the proceeds from Loan #8 discussed below.

 

11


Table of Contents

ImmuCell Corporation
Notes to Condensed Unaudited Financial Statements (continued)

 

Loan #8: During the year ended December 31, 2025, we refinanced some of our bank debt. The principal amount of $1,525,852 outstanding as of the closing date under Loan #6 and the principal amount of $768,209 outstanding as of the closing date under Loan #7 were both refinanced into one MCB loan with a principal amount of $2,327,119 bearing interest at a fixed rate of 6.5% per annum, a reduction from both Loan #6 and Loan #7. This refinancing also removed the balloon principal payments that were due in July of 2026 under both Loans #6 and #7. Principal and interest payments under the new loan of $45,637 per month are due over a five-year term ending during the third quarter of 2030.

 

Loans #1, #2, #4, and #8 are secured by liens on substantially all of our assets and are subject to certain restrictions and annual financial covenants. Loans #3 and #5 are unsecured and subordinated to our indebtedness to MCB. Failure to make timely payments of principal and interest, or otherwise to comply with the terms of the agreements of Loans #3 and #5, would entitle the MTI to accelerate the maturity of such debt and demand repayment in full. These loans may be prepaid without penalty at any time.

 

During the nine months ended  September 30, 2026, we made principal payments under bank loans of $1,209,662. As of  September 30, 2026 the following principal payments are required:

 

 

 

2026

 

 

2027

 

 

2028

 

 

2029

 

 

2030

 

 

Thereafter

 

 

Total

 

Principal payments due on Loans #1-#8

 

$412,649

 

 

$1,242,433

 

 

$821,164

 

 

$782,667

 

 

$642,988

 

 

$4,035,238

 

 

$7,937,139

 

Debt issuance cost amortization(1)

 

 

(2,179

)

 

 

(6,969

)

 

 

(5,063

)

 

 

(5,062

)

 

 

(4,442

)

 

 

(4,321

)

 

 

(28,036

)

Debt discount cost amortization(1)

 

 

(666

)

 

 

(2,664

)

 

 

(2,663

)

 

 

(2,664

)

 

 

(1,597

)

 

 

—

 

 

 

(10,254

)

Debt obligations

 

$409,804

 

 

$1,232,800

 

 

$813,438

 

 

$774,941

 

 

$636,949

 

 

$4,030,917

 

 

$7,898,849

 

(1) The amortization of these debt issuance costs and debt discount costs is being recorded as a component of interest expense, included in other (expenses) income, net and is being amortized on a straight-line basis over the underlying terms of the notes.

(2) At  September 30, 2026 and  December 31, 2025, the weighted average interest rate on all outstanding borrowings was 4.29% and 4.31%, respectively.

 

We have negotiated terms of a new $3,000,000 line of credit (LOC) with MCB, which we expect to sign during the fourth quarter of 2026. In connection with the negotiations for the new LOC, MCB has confirmed that ImmuCell is in compliance with all financial and non-financial covenants under all outstanding MCB loans. Our previous $1,000,000 LOC with MCB expired on September 11, 2026. There was no outstanding balance under this LOC as of December 31, 2025.

 

9. COMMITMENTS AND CONTINGENCIES

 

Litigation and Regulatory

 

Our bylaws, as amended, in effect provide that we will indemnify our officers and directors against any liability arising from their responsibilities as officers and directors to the maximum extent permitted by Delaware law. In addition, we make similar indemnity undertakings with each director and executive officer through a separate indemnification agreement with that director or officer. The maximum payment that we may be required to make under such provisions is theoretically unlimited and is impossible to determine. We maintain directors’ and officers’ liability insurance, which may provide us reimbursement for payments made to, or on behalf of, officers and directors pursuant to the indemnification provisions. Our indemnification obligations were grandfathered under the provisions of Accounting Standards Codification 460, Guarantees. Accordingly, we have recorded no liability for such obligations as of  September 30, 2026 or  December 31, 2025. Since our incorporation, we have had no occasion to make any indemnification payment to any of our officers or directors for any reason.

 

The development, manufacturing and marketing of animal health and nutrition products entails an inherent risk that liability claims will be asserted against us during the normal course of business. We are aware of no such claims against us as of the time of filing this Quarterly Report. We believe that we have reasonable levels of liability insurance to support our operations.

 

We enter into agreements with third parties in the ordinary course of business under which we are obligated to indemnify such third parties from and against various risks and losses. The precise terms of such indemnities vary with the nature of the agreement. In some cases those obligations may be theoretically unlimited. We have not incurred material expenses in discharging any of these indemnification obligations and based on our analysis of the nature of the risks involved, we believe that the fair value of the liabilities potentially arising under these agreements is minimal. Accordingly, we recorded no liabilities for such obligations as of  September 30, 2026 or  December 31, 2025.

 

12


Table of Contents

ImmuCell Corporation
Notes to Condensed Unaudited Financial Statements (continued)

 

During the nine months ended  September 30, 2026, the Company recorded a $2.0 million settlement with a former contract manufacturer that compensated the Company for operating costs incurred in product development and contract performance related to the development of the Company’s Re-Tain® product. The settlement resolved claims for operating costs the Company incurred in developing the product. The settlement agreement fully released the parties with no further material obligations. We recorded the $2.0 million as other operating income in the condensed statements of income for the nine months ended  September 30, 2026, since we could not match the proceeds to specific product development costs. Management believes presentation within operating income best reflects the nature of the underlying activity and enhances comparability. There are no remaining material contingent amounts related to this settlement. 

 

Employee Compensation

 

Upon retirement from the Company during January 2026, Mr. Brigham (our former President and Chief Executive Officer) was paid $239,369 for all earned and unused paid time off, as well as $100,000 related to a retention and performance bonus. Both amounts were included in accounts payable and accrued expenses as of December 31, 2025. 

 

As of September 29, 2025, we entered into an employment agreement with Mr. te Boekhorst (our current President and Chief Executive Officer) which includes the potential for annual cash bonuses, with the payout amount subject to the Company having achieved financial improvement targets from the prior year, as set in advance by our Board of Directors (the “Board”) or its Compensation and Stock Option Committee (the “Committee”). The targets for 2026 have been set by the Committee based on the budget the Board approved in the first quarter of 2026. 

 

Effective as of January 27, 2026, we entered into new employment agreements with Timothy C. Fiori (our Chief Financial Officer) and Bobbi Jo Brockmann (our Senior Vice President of Sales and Marketing). Under the new employment agreements, both individuals have the potential to earn a formulaic annual cash bonus if various preset financial and strategic targets are achieved. The financial and strategic targets for 2026 were approved by the Committee.

 

Amounts potentially owed under these employment agreements are accrued over the period they are earned (when it is probable that the amounts will be earned) based on our best estimate of the amount expected to be earned. As with other incentive-based compensation, payouts of annual cash bonuses are subject to possible retroactive claw back if and to the extent mandated by Company policy or applicable laws or listing requirements.

 

Other Commitments 

 

As of  September 30, 2026, we had committed (i) $2,910,000 to the purchase of inventory, (ii) $1,712,000 to increase our production capacity for the First Defense® product line, (iii) $150,000 to information technology services, (iv) $179,000 to cold storage services, and (v) $657,000 for other goods and services.

 

10. OPERATING LEASES

 

During the nine months ended  September 30, 2026, the Company entered into lease agreements for three vehicles used by the sales team, resulting in an operating lease right-of-use asset of $78,953 and corresponding current portion of operating lease liability of $29,281 and operating lease liability, net of current portion of $49,672 recorded on the condensed balance sheet as of September 30, 2026.

 

There were no other changes to our operating leases during the three and nine months ended  September 30, 2026.

 

11. STOCKHOLDERS’ EQUITY

 

Common Stock Issuances

 

In the three and nine months ended September 30, 2025, the Company sold shares pursuant to the At-The-Market (ATM) agreement (net of legal, accounting, sales commissions and other fees) for net proceeds of $0 and $281,446, respectively. There was no ATM activity during either of the three or nine months ended  September 30, 2026. 

 

13


Table of Contents

ImmuCell Corporation
Notes to Condensed Unaudited Financial Statements (continued)

 

Stock Option Plans

 

On November 7, 2025, the Board of Directors adopted a new 2025 Stock Option and Incentive Plan (the “2025 Plan”), under which employees, directors and other service providers may be granted options to purchase shares of the Company’s common stock at no less than fair market value on the date of grant. The Board further revised the 2025 Plan on March 26, 2026 and April 7, 2026, including revising the number of shares from 500,000 to 650,000, as well as revisions to the change in control provisions, minimum vesting period and exercise period for retiring directors. The impact of these changes was immaterial to our Financial Statements as of and for the three and nine months ending September 30, 2026. The Company’s stockholders approved the 2025 Plan (as so revised) at the  June 11, 2026 Annual Meeting of Stockholders.

 

On January 27, 2026, we granted stock options to purchase 220,000 shares of the Company's common stock to two executive officers of the Company. Such options have a grant-date fair value of $3.51 per share and vest ratably over three years from date of grant. We record stock-based compensation expense on a straight-line basis for all stock options. 

 

On January 27, 2026, we granted an additional stock option to purchase 109,500 shares of the Company's common stock to the Company's President and CEO, contingent on achieving certain internal performance metrics. Such option has a grant-date fair value of $3.51 per share and vests only if and when the Company’s net operating income for four consecutive calendar quarters equals or exceeds 300% of the Company’s audited net operating income for its 2025 fiscal year. As of  September 30, 2026, we believe that the vesting of the option is probable and thus we are accruing the grant-date fair value of this award as compensation expense.

 

There were no other stock options granted during the nine months ended  September 30, 2026, other than annual grants made to non-employee directors in April and routine grants to employees. 

 

The fair value of stock options, including performance-based stock options, is estimated on the grant date using a Black-Scholes option-pricing model. We recorded compensation expense pertaining to stock-based awards of $396,457 and $73,161 during the three months ended  September 30, 2026 and 2025, respectively, and $774,273 and $192,090 during the nine months ended  September 30, 2026 and 2025, respectively. 

 

12. Net Income (LOSS) Per Share 

 

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average common shares outstanding during the period. The computation of diluted net income (loss) per share is similar to the computation of basic net income (loss) per share, except that the weighted average common shares outstanding includes the assumed exercise of in-the-money options and contingently issuable shares that would be issuable if the end of the reporting period were the end of the contingency period, unless the effect is anti-dilutive. We use the treasury stock method, which assumes that proceeds, including cash received from the exercise of employee stock options and the average unrecognized compensation expense for unvested awards during the period, would be used to purchase the Company’s common stock at the average market price during the period.

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Net income (loss) attributable to stockholders

 

$952,510

 

 

$(139,748

)

 

$4,728,773

 

 

$1,809,115

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding - Basic

 

 

9,084,358

 

 

 

9,045,851

 

 

 

9,065,181

 

 

 

9,019,484

 

Dilutive impact of share-based compensation awards(1)

 

 

213,149

 

 

 

—

 

 

 

123,675

 

 

 

—

 

Weighted average common shares outstanding - Diluted

 

 

9,297,507

 

 

 

9,045,851

 

 

 

9,188,856

 

 

 

9,019,484

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$0.10

 

 

$(0.02

)

 

$0.52

 

 

$0.20

 

Diluted

 

$0.10

 

 

$(0.02

)

 

$0.51

 

 

$0.20

 

(1) Outstanding stock options that were not included in this calculation because the effect would be anti-dilutive amounted to 968,978 and 784,661 during the three and nine months ended  September 30, 2026, respectively. Outstanding stock options that were not included in this calculation because the effect would be anti-dilutive amounted to 738,483 during both the three and nine months ended September 30, 2025. All stock options are excluded from the denominator in the calculation of dilutive earnings per share when we are in a loss position because their inclusion would be anti-dilutive.

 

14


Table of Contents

ImmuCell Corporation
Notes to Condensed Unaudited Financial Statements (continued)

 

13. REVENUE         

 

We primarily offer the First Defense® product line to dairy and beef producers to prevent scours in newborn calves. This line offers two distinct platforms: (i) veterinary biologics providing scours protection with USDA-approved claims against E.coli, coronavirus and rotavirus and (ii) functional feed products delivering concentrated bioactive colostrum proteins. Generally, our products are promoted to veterinarians as well as dairy and beef producers by our sales team and then sold through distributors.

 

We have determined that each unit within each purchase order we receive from our customers is distinct, can be used on its own, and is not combined with another promise. As such, each unit constitutes a distinct performance obligation. The transaction price is determined based on the pricing noted within each written contract or provided to customers via standard price lists and with payments typically due in full within 30 days of invoicing. Our contracts do not include significant financing components.

 

We recognize revenue at a point in time, when we invoice at shipment, which is when the customer assumes legal title and we have the right to payment. 

 

There were no material changes between the allocation and timing of revenue recognition during the three or nine months ended  September 30, 2026 or 2025.

 

The following table presents our product sales disaggregated by geographic area:

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2026

 

 

Percent

 

 

2025

 

 

Percent

 

 

2026

 

 

Percent

 

 

2025

 

 

Percent

 

United States

 

$6,894,701

 

 

 

86%

 

$5,336,009

 

 

 

97%

 

$22,854,698

 

 

 

89%

 

$17,385,460

 

 

 

87%

Other

 

 

1,145,250

 

 

 

14%

 

 

170,113

 

 

 

3%

 

 

2,728,661

 

 

 

11%

 

 

2,632,715

 

 

 

13%

Total Product Sales

 

$8,039,951

 

 

 

100%

 

$5,506,122

 

 

 

100%

 

$25,583,359

 

 

 

100%

 

$20,018,175

 

 

 

100%

  

All trade receivables on our balance sheet date are from contracts with customers. As of January 1, 2025, trade accounts receivable (all of which relates to contracts with customers) totaled $3,771,133. We do not have any contract assets for which we have satisfied the performance obligation, but do not yet have the right to payment. We do not have any contract liabilities such as upfront customer payments or deferred revenue. We incur no material costs to obtain or fulfill contracts with customers.     

 

14. OTHER (EXPENSES) INCOME, NET

 

Other (expenses) income, net consisted of the following:

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Interest expense(1)

 

$(92,527)

 

$(134,516)

 

$(287,869)

 

$(387,239)

Interest income

 

 

69,960

 

 

 

41,468

 

 

 

179,670

 

 

 

127,050

 

Other income, net

 

 

72

 

 

 

—

 

 

 

11,925

 

 

 

3,776

 

(Loss) gain on disposal of property, plant and equipment

 

 

—

 

 

 

(62,319

)

 

 

4,264

 

 

 

(60,056

)

Insurance recoveries(2)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

426,587

 

Total

 

$(22,495)

 

$(155,367)

 

$(92,010)

 

$110,118

 

  

(1)

Interest expense includes amortization of debt issuance and debt discount costs of $3,089 and $29,578 during the three months ended  September 30, 2026 and 2025, respectively, and $9,404 and $51,191 during the nine months ended  September 30, 2026 and 2025, respectively.

(2)

The income from insurance recoveries resulted from claim benefits paid to us during the first quarter of 2025 under our business interruption policy related to product contamination losses incurred during late 2022 and through early 2024. This recovery does not include the $250,000 received on this claim during the third quarter of 2023.

 

15


Table of Contents

ImmuCell Corporation
Notes to Condensed Unaudited Financial Statements (continued)

 

15. INCOME TAXES

 

Our income tax (benefit) expense aggregated ($17,235) and $4,456 (amounting to  1.8% and 3% of our income (loss) before income taxes) during the three months ended  September 30, 2026 and 2025, respectively, and $41,237 and $8,264 (each amounting to less than 1% of our income before income taxes) during the nine months ended  September 30, 2026 and 2025.

 

During the second quarter of 2018, we assessed our historical and near-term future profitability and recorded $563,252 in non-cash income tax expense to create a full valuation allowance against our net deferred tax assets (which consist largely of net operating loss carryforwards and federal and state credits) based on applicable accounting standards and practices. At that time, we had incurred a net loss for six consecutive quarters, had not been profitable on a year-to-date basis since the nine months ended September 30, 2017 and projected additional net losses for some period going forward before returning to profitability. Since then, we have accumulated deferred tax assets amounting to $4,926,635 as of December 31, 2025. Currently, we adjust the valuation allowance at the end of each quarter to reduce the value of our net deferred tax assets to zero. Should future profitability be realized at an adequate level, we would be able to release this valuation allowance (resulting in a non-cash income tax benefit) and realize these deferred tax assets before they expire. We will continue to assess the need for the valuation allowance at each quarter and, in the event that actual results differ from these estimates, or we adjust these estimates in future periods, we may need to adjust our valuation allowance.

 

16. SEGMENT INFORMATION

 

Our business operations (being the development, manufacture and sale of products that improve the health and productivity of dairy and beef cattle) are described in Note 1, “Basis of Presentation and Significant Accounting Policies”. Our chief operating decision-maker (CODM), our President and CEO, regularly evaluates two operating segments: i) Scours and ii) Mastitis for purposes of deciding how to allocate resources and assess performance. Our CODM primarily evaluates performance based on product sales as well as net operating income (loss). No operating segments have been aggregated; therefore, our two operating segments are the Company's two reportable segments. 

 

Scours segment - consists of the First Defense® product line. The core technology underlying the Scours segment is focused on polyclonal antibodies.

 

Mastitis segment - includes our CMT product line, consisting of reagents and equipment used for rapid cow-side testing to identify mastitic quarters by detecting elevated somatic cell counts. This segment also includes costs related to our Re-Tain® product for the treatment of subclinical mastitis, which was under product development until our December 23, 2025 decision to suspend efforts to obtain FDA approval. Following this decision, we continued stability testing and investigational studies to evaluate Re-Tain® performance. 

 

Other - includes unallocated administrative and overhead expenses and other products.

 

 

 

Three Months Ended September 30, 2026

 

 

 

 

Scours

 

 

 

Mastitis

 

 

 

Other

 

 

 

Total

 

Product sales

 

$7,974,679

 

 

$65,272

 

 

$—

 

 

$8,039,951

 

Costs of goods sold

 

 

4,441,915

 

 

 

42,976

 

 

 

—

 

 

 

4,484,891

 

Gross profit

 

 

3,532,764

 

 

 

22,296

 

 

 

—

 

 

 

3,555,060

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing expenses (income), net

 

 

1,184,727

 

 

 

(53,499

)

 

 

—

 

 

 

1,131,228

 

Product development expenses

 

 

130,463

 

 

 

12,950

 

 

 

33,358

 

 

 

176,771

 

Administrative expenses

 

 

—

 

 

 

—

 

 

 

1,289,291

 

 

 

1,289,291

 

Operating expenses (income), net

 

 

1,315,190

 

 

 

(40,549)

 

 

1,322,649

 

 

 

2,597,290

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET OPERATING INCOME (LOSS)

 

$2,217,574

 

 

$62,845

 

 

$(1,322,649

)

 

$957,770

 

 

16


Table of Contents

ImmuCell Corporation
Notes to Condensed Unaudited Financial Statements (continued)

 

 

 

Three Months Ended September 30, 2025

 

 

 

Scours

 

 

Mastitis

 

 

Other

 

 

Total

 

Product sales

 

$5,444,619

 

 

$61,503

 

 

$—

 

 

$5,506,122

 

Costs of goods sold

 

 

3,100,872

 

 

 

42,152

 

 

 

—

 

 

 

3,143,024

 

Gross profit

 

 

2,343,747

 

 

 

19,351

 

 

 

—

 

 

 

2,363,098

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing expenses

 

 

837,141

 

 

 

82,150

 

 

 

—

 

 

 

919,291

 

Product development expenses

 

 

88,894

 

 

 

575,642

 

 

 

29,775

 

 

 

694,311

 

Administrative expenses

 

 

—

 

 

 

—

 

 

 

729,421

 

 

 

729,421

 

Operating expenses

 

 

926,035

 

 

 

657,792

 

 

 

759,196

 

 

 

2,343,023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET OPERATING INCOME (LOSS)

 

$1,417,712

 

 

$(638,441)

 

$(759,196)

 

$20,075

 

 

 

 

Scours

 

 

Mastitis

 

 

Other

 

 

Total

 

Total Assets as of September 30, 2026(1)

 

$39,642,206

 

 

$119,887

 

 

$8,196,169

 

 

$47,958,262

 

Total Assets as of December 31, 2025(1)

 

$38,245,418

 

 

$134,138

 

 

$4,152,891

 

 

$42,532,447

 

Depreciation expense during the three months ended September 30, 2026

 

$455,868

 

 

$—

 

 

$3,489

 

 

$459,357

 

Depreciation and amortization expense during the three months ended September 30, 2025

 

$377,484

 

 

$313,719

 

 

$17,464

 

 

$708,667

 

Capital Expenditures during the three months ended September 30, 2026

 

$1,343,462

 

 

$—

 

 

$1,799

 

 

$1,345,261

 

Capital Expenditures during the three months ended September 30, 2025

 

$582,304

 

 

$11,020

 

 

$600

 

 

$593,924

 

(1) Total assets for our Scours segment as of September 30, 2026 and December 31, 2025, includes property, plant and equipment, net of approximately $11,845,000 and $12,300,000, respectively, of idle assets, which primarily relate to one of our manufacturing facilities that was previously utilized for Re-Tain® that we now plan to refit for use in producing First Defense® products. 

 

 

 

Nine Months Ended September 30, 2026

 

 

 

Scours

 

 

Mastitis

 

 

Other

 

 

Total

 

Product sales

 

$

25,393,223

 

 

$

190,136

 

 

$

—

 

 

$

25,583,359

 

Costs of goods sold

 

 

14,796,600

 

 

 

137,033

 

 

 

—

 

 

 

14,933,633

 

Gross profit

 

 

10,596,623

 

 

 

53,103

 

 

 

—

 

 

 

10,649,726

 

 

 

 

 

​

 

 

 

​

 

 

 

​

 

 

 

​

Administrative expenses

 

 

—

 

 

 

—

 

 

 

3,698,877

 

 

 

3,698,877

 

Sales and marketing expenses (income), net

 

 

3,521,414

 

 

 

(46,696

)

 

 

—

 

 

 

3,474,718

 

Product development expenses

 

 

371,994

 

 

 

128,854

 

 

 

113,263

 

 

 

614,111

 

Other operating income(1)

 

 

—

 

 

 

(2,000,000

)

 

 

—

 

 

 

(2,000,000

)

Operating expenses (income), net

 

 

3,893,408

 

 

 

(1,917,842

)

 

 

3,812,140

 

 

 

5,787,706

 

 

 

 

 

​

 

 

 

​

 

 

 

​

 

 

 

​

NET OPERATING INCOME (LOSS)

 

$

6,703,215

 

 

$

1,970,945

 

 

$

(3,812,140

)

 

$

4,862,020

 

(1) Includes a $2.0 million settlement with a former contract manufacturer that compensated the Company for operating costs incurred in product development and contract performance related to the development of the Company’s Re-Tain® product. See Note 9, “Commitments and Contingencies,” for additional discussion.

 

17


Table of Contents

ImmuCell Corporation
Notes to Condensed Unaudited Financial Statements (continued)

 

 

 

Nine Months Ended September 30, 2025

 

 

 

Scours

 

 

Mastitis

 

 

Other

 

 

Total

 

Product sales

 

$19,871,621

 

 

$146,554

 

 

$—

 

 

$20,018,175

 

Costs of goods sold

 

 

11,365,307

 

 

 

117,874

 

 

 

—

 

 

 

11,483,181

 

Gross profit

 

 

8,506,314

 

 

 

28,680

 

 

 

—

 

 

 

8,534,994

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing expenses

 

 

2,259,124

 

 

 

212,911

 

 

 

—

 

 

 

2,472,035

 

Product development expenses

 

 

275,390

 

 

 

1,915,299

 

 

 

92,327

 

 

 

2,283,016

 

Administrative expenses

 

 

—

 

 

 

—

 

 

 

2,072,682

 

 

 

2,072,682

 

Operating expenses

 

 

2,534,514

 

 

 

2,128,210

 

 

 

2,165,009

 

 

 

6,827,733

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET OPERATING INCOME (LOSS)

 

$5,971,800

 

 

$(2,099,530)

 

$(2,165,009)

 

$1,707,261

 

 

 

 

Scours

 

 

Mastitis

 

 

Other

 

 

Total

 

Depreciation expense during the nine months ended September 30, 2026

 

$1,437,156

 

 

$—

 

 

$21,116

 

 

$1,458,272

 

Depreciation and amortization expense during the nine months ended September 30, 2025

 

$1,075,518

 

 

$942,553

 

 

$56,406

 

 

$2,074,477

 

Capital Expenditures during the nine months ended September 30, 2026

 

$2,230,125

 

 

$8,526

 

 

$17,779

 

 

$2,256,430

 

Capital Expenditures during the nine months ended September 30, 2025

 

$1,056,490

 

 

$18,772

 

 

$2,871

 

 

$1,078,133

 

 

17. RELATED PARTY TRANSACTIONS

 

David S. Tomsche (Chair of our Board of Directors) is a controlling owner of Leedstone Inc., a domestic distributor of our products (the First Defense® product line and CMT). His affiliated company purchased $302,766 and $212,666 of products from us during the three months ended  September 30, 2026 and 2025, respectively, and $967,094 and $674,669 of products from us during the nine months ended September 30, 2026 and 2025, respectively, all on terms consistent with those offered to other distributors of similar status. Our accounts receivable (subject to standard and customary payment terms) due from this affiliated company aggregated $94,284 and $0 as of  September 30, 2026 and December 31, 2025, respectively.

 

18. SUBSEQUENT EVENTS

 

We have evaluated subsequent events through the time of filing of this Quarterly Report. As of the time of filing, there are no material, reportable subsequent events.

 

18


Table of Contents

ImmuCell Corporation

 

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis of our financial condition and results of operations should be read together with our condensed unaudited financial statements and the related notes and other financial information included in this Quarterly Report on Form 10-Q (Quarterly Report). Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As discussed in the section above entitled “Forward-Looking Statements,” actual results may differ materially from the anticipated results, objectives or expectations described in or implied by the forward-looking statements contained in the following discussion and analysis.

 

Overview

 

ImmuCell Corporation, founded in 1982 and an SEC-registered public company since 1987, is an animal health biologics company focused on the development, manufacture, and commercialization of products intended to improve the survivability, health, and long-term performance of neonatal dairy and beef calves.

 

Change in Accounting Estimate

 

In connection with the idle status of certain property, plant and equipment, net (related to the repurposing of certain equipment previously utilized in the manufacturing of Re-Tain®), during December 2025, we reassessed prior estimates of the useful lives of that manufacturing equipment. Because the equipment had seen such limited use since installation, we increased the estimated remaining useful lives on certain equipment by a weighted average of five years. The effect of this change in estimate, effective January 1, 2026, for the three months ended September 30, 2026 was a $0.1 million decrease to depreciation expense included in costs of goods sold, and an increase in operating income and net income of $0.1 million, or $0.01 per both basic and diluted share. The effect of this change in estimate for the nine months ended September 30, 2026 was a $0.3 million decrease to depreciation expense included in costs of goods sold, and an increase in operating income and net income of $0.3 million, or $0.03 per both basic and diluted share.

 

See Note 5, “Property, Plant and Equipment, Net” of the Notes to Condensed Unaudited Financial Statements included in Part I, Item 1 of this Form 10-Q for further information.

 

Seasonality of Sales

 

Sales of the First Defense® product line are seasonal, with higher sales expected during the first quarter of the calendar year, largely driven by the beef calving season, which runs primarily from January to April, unlike the dairy industry where operations generally calve year-round. Warm and dry weather conditions may reduce the producers' perceived need for disease prevention products such as the First Defense® product line. However, heat stress on calves caused by hot summer weather and cold stress during the winter months can increase the incidence of scours and the need for our products.

 

First Defense® Manufacturing Expansion 

 

In late December 2025 and early January 2026, we announced our plan to convert the former Re-Tain® facilities and most of the related equipment for increased production of our First Defense® product line. In June 2026, our Board of Directors authorized a manufacturing capacity expansion program to execute that strategy. The program includes two primary scopes of work. We immediately initiated the first scope of work to stay ahead of current and future growth demands. We expect that this first phase will expand drying capacity by renovating the former Re-Tain® facility and adding a new freeze dryer with greater capacity and reliability than our current freeze-drying equipment. The second scope of work involves additional investments, including detailed engineering work to develop an efficient and scalable process. During this second phase, we plan to repurpose Re-Tain® equipment and add additional equipment and automation to expand our First Defense® colostrum liquid processing capacity. 

 

The goal of these capacity expansion investments is to further strengthen our ability to reliably manufacture First Defense® products to meet expected customer demand. As of September 30, 2026, we expect this expansion program to last another nine to 15 months, with an additional $6.3 million in spending. Additionally, we expect to refit certain property, plant and equipment for First Defense® expansion. Such assets, totaling $11,845,000, were recorded in Property, plant and equipment, net on the Condensed Balance Sheet as of September 30, 2026. These assets, along with other assets which are currently being used for the production of First Defense®, may become obsolete as we finalize our plans and transition to the new manufacturing plant.

 

19


Table of Contents

ImmuCell Corporation

 

Results of Operations for the Three Months Ended September 30, 2026, Compared with the Three Months Ended September 30, 2025

 

 

 

Three Months Ended September 30,

 

 

Increase/(Decrease)

 

 

 

2026

 

 

2025

 

 

Amount

 

 

Percent

 

Product sales

 

$ 8,039,951

 

 

$ 5,506,122

 

 

$ 2,533,829

 

 

 

46.0 %

Costs of goods sold

 

 

4,484,891

 

 

 

3,143,024

 

 

 

1,341,867

 

 

 

42.7 %

Gross profit

 

 

3,555,060

 

 

 

2,363,098

 

 

 

1,191,962

 

 

 

50.4 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing expenses

 

 

1,131,228

 

 

 

919,291

 

 

 

211,937

 

 

 

23.1 %

Product development expenses

 

 

176,771

 

 

 

694,311

 

 

 

(517,540 )

 

 

-74.5 %

Administrative expenses

 

 

1,289,291

 

 

 

729,421

 

 

 

559,870

 

 

 

76.8

%

Operating expenses

 

 

2,597,290

 

 

 

2,343,023

 

 

 

254,267

 

 

 

10.9 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET OPERATING INCOME

 

 

957,770

 

 

 

20,075

 

 

 

937,695

 

 

 

4671.0 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other expenses, net

 

 

(22,495 )

 

 

(155,367 )

 

 

132,872

 

 

 

-85.5 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCOME (LOSS) BEFORE INCOME TAXES

 

 

935,275

 

 

 

(135,292

)

 

 

1,070,567

 

 

 

NM

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax (benefit) expense

 

 

(17,235

)

 

 

4,456

 

 

 

(21,691

)

 

 

NM

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

 

$ 952,510

 

 

$ (139,748

)

 

$ 1,092,258

 

 

 

NM

 

NM - Not meaningful

 

Product Sales

 

Sales of the First Defense® product line made up approximately 99% of our total sales during both the three months ended September 30, 2026 and 2025. We also sell our CMT product line, which is used to detect somatic cell counts in milk. Sales of CMT aggregated approximately 1% of our total product sales during the periods reported.

 

Product sales during the three months ended September 30, 2026 were $8.0 million representing a 46.0%, or $2.5 million, increase over product sales of $5.5 million during the three months ended September 30, 2025. The increase was primarily due to higher sales volumes for all categories of the First Defense® product line (reflecting results from our sales team expansion), including portfolio expansion and product price increases. Also contributing to this relative increase were depressed sales levels we experienced in the three months ended September 30, 2025 as a rebound from backorder-related sales levels during three months ended June 30, 2025. 

 

Domestic sales during the three months ended September 30, 2026 increased by 29.2% (to $6.9 million), and international sales increased by 573.2% (to $1.1 million), in comparison to the three months ended September 30, 2025. International sales aggregated 14% and 3% of total sales during the three months ended September 30, 2026 and 2025, respectively. This increase was primarily due to depressed sales levels we experienced in the three months ended September 30, 2025 as a rebound from backorder-related sales levels during the three months ended June 30, 2025. 

 

Our sales are concentrated among a small number of distributors. Two distributors accounted for 71% and 68% of total product sales during the three months ended September 30, 2026 and 2025, respectively, and 82% of trade accounts receivable as of September 30, 2026 (69% as of December 31, 2025). See Note 2, “Trade Accounts Receivable and Concentration of Risk.” A reduction in purchases by, or the financial difficulty of, either of these distributors could materially affect our revenues and liquidity.

 

20


Table of Contents

ImmuCell Corporation

 

Costs of Goods Sold 

 

Costs of goods sold during the three months ended September 30, 2026 were $4.5 million, representing a 42.7%, or $1.3 million, increase over costs of goods sold during the three months ended September 30, 2025.  The increase was primarily due to $0.8 million higher costs associated with increased sales of First Defense® combined with a shift of $0.4 million of costs associated with the former Re-Tain® manufacturing facility from product development expense to costs of goods sold.

 

Administrative Expenses

 

During the three months ended September 30, 2026, administrative expenses increased by 76.8%, or $0.6 million, to $1.3 million in comparison to $0.7 million during the three months ended September 30, 2025. The increase was primarily due to a $0.5 million increase in executive compensation (including share-based compensation).

 

Sales and Marketing Expenses

 

During the three months ended September 30, 2026, sales and marketing expenses increased by 23.1%, or $0.2 million, to $1.1 million in comparison to $0.9 million during the three months ended September 30, 2025. This increase was primarily due to expanded commercial efforts in First Defense® leading to $0.4 million higher compensation and expenses associated with new and backfilled sales positions, partially offset by $0.2 million lower promotional expenses.

 

Product Development Expenses

 

During the three months ended September 30, 2026, product development expenses decreased by 74.5%, or $0.5 million, to $0.2 million in comparison to $0.7 million during the three months ended September 30, 2025. This decrease was driven by the $0.4 million shift to costs of goods sold of depreciation and building related expenses related to our 33 Caddie Lane facility (formerly associated with Re-Tain®) as part of our previously announced strategy to utilize the facility for the production of First Defense® following our December 2025 decision to suspend our efforts to obtain FDA approval of Re-Tain®, coupled with a $0.1 million reduction of wages and lab supplies associated with Re-Tain® product development.

 

Other Expenses, Net

 

During the three months ended September 30, 2026, other expenses, net decreased by 85.5%, or $132,872, to $22,495 in comparison to $155,367 during the three months ended September 30, 2025. This decrease was primarily due to a loss on disposal of property, plant and equipment during the three months ended September 30, 2025.

 

Income Tax (Benefit) Expense

 

During the three months ended September 30, 2026, we recorded $17,235 of income tax benefit as compared to $4,456 of income tax expense during the three months ended September 30, 2025. We anticipate having some amount of tax liability for profits we may realize moving forward, as certain NOLs carried forward can offset only 80% of taxable income, rather than 100%.

 

21


Table of Contents

ImmuCell Corporation

 

Results of Operations for the Nine Months Ended September 30, 2026, Compared with the Nine Months Ended September 30, 2025

 

 

 

Nine Months Ended September 30,

 

 

Increase/(Decrease)

 

 

 

2026

 

 

2025

 

 

Amount

 

 

Percent

 

Product sales

 

$ 25,583,359

 

 

$ 20,018,175

 

 

$ 5,565,184

 

 

 

27.8 %

Costs of goods sold

 

 

14,933,633

 

 

 

11,483,181

 

 

 

3,450,452

 

 

 

30.0 %

Gross profit

 

 

10,649,726

 

 

 

8,534,994

 

 

 

2,114,732

 

 

 

24.8 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing expenses

 

 

3,474,718

 

 

 

2,472,035

 

 

 

1,002,683

 

 

 

40.6 %

Product development expenses

 

 

614,111

 

 

 

2,283,016

 

 

 

(1,668,905 )

 

 

-73.1 %

Administrative expenses

 

 

3,698,877

 

 

 

2,072,682

 

 

 

1,626,195

 

 

 

78.5

%

Other operating income

 

 

(2,000,000

)

 

 

—

 

 

 

(2,000,000

)

 

 

NM

 

Operating expenses

 

 

5,787,706

 

 

 

6,827,733

 

 

 

(1,040,027

)

 

 

-15.2 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET OPERATING INCOME

 

 

4,862,020

 

 

 

1,707,261

 

 

 

3,154,759

 

 

 

184.8 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other (expenses) income, net

 

 

(92,010

)

 

 

110,118

 

 

 

(202,128

)

 

 

NM

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCOME BEFORE INCOME TAXES

 

 

4,770,010

 

 

 

1,817,379

 

 

 

2,952,631

 

 

 

162.5 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

41,237

 

 

 

8,264

 

 

 

32,973

 

 

 

399.0 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME

 

$ 4,728,773

 

 

$ 1,809,115

 

 

$ 2,919,658

 

 

 

161.4 %

NM - Not meaningful

 

Product Sales

 

Sales of the First Defense® product line made up more than 99% of our total sales during the nine months ended September 30, 2026 and 2025. We also sell our CMT product line, which is used to detect somatic cell counts in milk. Sales of CMT aggregated less than 1% of our total product sales during the periods reported.

 

Product sales during the nine months ended September 30, 2026 were $25.6 million representing a 27.8%, or $5.6 million, increase over product sales of $20.0 million during the nine months ended September 30, 2025. The increase was primarily due to higher sales volumes for all product categories of the First Defense® product line, including portfolio expansion, and product price increases. 

 

Domestic sales during the nine months ended September 30, 2026 increased by 31.5% (to $22.9 million), and international sales increased by 3.6% (to $2.7 million), in comparison to the nine months ended September 30, 2025. International sales aggregated 11% and 13% of total sales during the nine months ended September 30, 2026 and 2025, respectively.

 

Our sales are concentrated among a small number of distributors. Two distributors accounted for 67% and 73% of total product sales during the nine months ended September 30, 2026 and 2025, respectively, and 82% of trade accounts receivable as of September 30, 2026 (69% as of December 31, 2025). See Note 2, “Trade Accounts Receivable and Concentration of Risk.” A reduction in purchases by, or the financial difficulty of, either of these distributors could materially affect our revenues and liquidity.

 

Costs of Goods Sold

 

Costs of goods sold during the nine months ended September 30, 2026 were $14.9 million representing a 30.0%, or $3.5 million, increase over costs of goods sold of $11.5 million during the nine months ended September 30, 2025.  The increase was primarily due to $2.1 million higher costs associated with increased sales of First Defense® combined with a shift of $1.1 million of costs associated with the former Re-Tain® manufacturing facility from product development expense to costs of goods sold. Costs of goods sold increased at a rate higher than sales due to the shift of depreciation and building related expenses related to our 33 Caddie Lane facility (formerly associated with Re-Tain®) from product development expense as a result of the Company's December 2025 decision to suspend its efforts to obtain FDA approval of Re-Tain® and instead refit the facility for use in producing First Defense® products.

 

22


Table of Contents

ImmuCell Corporation

 

Administrative Expenses

 

During the nine months ended September 30, 2026, administrative expenses increased by 78.5%, or $1.6 million, to $3.7 million in comparison to $2.1 million during the nine months ended September 30, 2025. The increase was primarily due to a $1.3 million increase in executive compensation (including share-based compensation), coupled with $0.2 million higher legal and professional service fees.

 

Other Operating Income

 

During the nine months ended September 30, 2026, the Company recorded a $2.0 million settlement with a former contract manufacturer that compensated the Company for operating costs incurred in product development and contract performance related to the Company’s Re-Tain® product.  The settlement agreement fully released the parties from all further material obligations. Payment of the entire settlement amount has been received, with no remaining contingent amounts due. The income generated from this settlement is non-recurring, thus our operating income, net for the nine months ended September 30, 2026 is not necessarily indicative of results for future periods. See Note 9 “Commitments and Contingencies,” of the Notes to Condensed Unaudited Financial Statements included in Part I, Item 1 of this Form 10-Q.

 

Sales and Marketing Expenses

 

During the nine months ended September 30, 2026, sales and marketing expenses increased by 40.6%, or $1.0 million, to $3.5 million in comparison to $2.5 million during the nine months ended September 30, 2025. This increase was due to expanded commercial efforts in First Defense® leading to $1.0 million in higher compensation and expenses associated with new and backfilled sales positions.

 

Product Development Expenses

 

During the nine months ended September 30, 2026, product development expenses decreased by 73.1%, or $1.7 million, to $0.6 million in comparison to $2.3 million during the nine months ended September 30, 2025. This decrease was driven by the $1.1 million shift to costs of goods sold of depreciation and building related expenses related to our 33 Caddie Lane facility (formerly associated with Re-Tain®) as part of our previously announced strategy to utilize the facility for the production of First Defense® following our December 2025 decision to suspend our efforts to obtain FDA approval of Re-Tain®, coupled with a $0.5 million reduction of wages and lab supplies associated with Re-Tain® product development and $0.1 million lower licenses and fees.

 

Other (Expenses) Income, Net

 

During the nine months ended September 30, 2026, other (expenses) income, net was $0.1 million of expense, compared to $0.1 million of income during the nine months ended September 30, 2025. The year-over-year shift of $0.2 million, from income to expense was primarily due to a one-time insurance recovery which occurred in the nine months ended September 30, 2025.

 

Income Tax Expense

 

During the nine months ended September 30, 2026, we recorded $41,237 of income tax expense as compared to $8,264 during the nine months ended September 30, 2025. As mentioned above, we anticipate having some amount of tax liability for profits we may realize moving forward, as certain NOLs carried forward can offset only 80% of taxable income, rather than 100%.

 

Liquidity and Capital Resources

 

Our potential sources of liquidity and capital resources are cash flows from operations, proceeds from the sale of common stock, and bank borrowings such as under a bank line of credit. We have negotiated terms of a new $3,000,000 line of credit (LOC) with MCB, which we expect to sign during the fourth quarter of 2026. Our previous $1,000,000 LOC with MCB expired on September 11, 2026. In connection with the negotiations for the new LOC, MCB has confirmed that ImmuCell is in compliance with all financial and non-financial covenants under all outstanding MCB loans. We believe that future cash flows and our line of credit facility will be sufficient to fund our operations and planned capital expenditures for at least the next 12 months.

 

23


Table of Contents

ImmuCell Corporation

 

We had aggregate debt outstanding (net of debt issuance and debt discount costs) of $7.9 million and $9.1 million as of September 30, 2026 and December 31, 2025, respectively. Recurring debt principal repayments (excluding the line of credit) aggregated $1.2 million and $1.9 million during the nine months ended September 30, 2026 and 2025, respectively. We anticipate that recurring debt principal repayments will aggregate $1.6 million during the year ending December 31, 2026. 

 

Interest expense (excluding amortization of debt issuance and debt discount costs) was $278,465 and $336,048 during the nine months ended September 30, 2026 and 2025, respectively. Our debt bears interest at fixed rates, which on a blended basis amounts to 4.29% per annum as of September 30, 2026. We anticipate that interest expense (excluding amortization of debt issuance and debt discount costs) will be $367,000 during the year ending December 31, 2026.

 

In April of 2024, we entered into our ATM Agreement, which allows us to offer and sell up to $11 million of shares of our common stock. As of September 30, 2026, we have the capacity to sell $6 million of shares under the ATM Agreement but no pending plan to issue additional shares under that arrangement.

 

The table below summarizes the changes in selected key accounts:

 

 

 

As of

 

 

As of

 

 

Increase

 

 

 

September 30, 2026

 

 

December 31, 2025

 

 

Amount

 

 

Percent

 

Cash and cash equivalents

 

$

7,914,406

 

 

$

3,806,831

 

 

$

4,107,575

 

 

 

108

%

Net working capital

 

$

16,896,867

 

 

$

12,966,625

 

 

$

3,930,242

 

 

 

30

%

Total assets

 

$

47,958,262

 

 

$

42,532,447

 

 

$

5,425,815

 

 

 

13

%

Stockholders’ equity

 

$

32,774,185

 

 

$

27,055,480

 

 

$

5,718,705

 

 

 

21

%

Common shares outstanding

 

 

9,090,361

 

 

 

9,045,851

 

 

 

44,510

 

 

 

0.5

%

 

 

 

Nine Months Ended September 30,

 

 

 

2026

 

 

2025

 

Net cash provided by operating activities

 

$ 7,348,008

 

 

$ 1,992,751

 

Net cash used for investing activities

 

$ (2,246,430

)

 

$ (1,047,001 )

Net cash used for financing activities

 

$ (994,003

)

 

$ (817,784 )
 

Net cash provided by operating activities increased $5.4 million during the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025. The increase was primarily due to a $2.9 million increase in net income, which benefitted from a $2.0 million settlement as the result of a contract dispute with a prior contract manufacturer for  Re-Tain®. Working capital changes also contributed to the increase, including (i) $2.1 million less cash used for inventory as finished goods were built up in 2025, and (ii) a $1.0 million increase in cash provided by accounts payable and accrued expenses primarily due to timing of payroll and executive bonus payments, partly offset by (iii) $1.2 million less cash provided by accounts receivable due to timing of order fulfillment.

 

Net cash used for investing activities increased $1.2 million during the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025. The increase was primarily due to spending on capital expenditures related to investments supporting the First Defense®  planned production increase. See “First Defense® Manufacturing Expansion” section above for further information.

 

Net cash used for financing activities increased $0.2 million during the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025 primarily due to the absence of $0.8 million of debt proceeds and $0.3 million of net proceeds from the ATM Agreement that were received in the nine months ended September 30, 2025, partly offset by $0.7 million lower debt repayments and $0.2 million of proceeds from the exercise of stock options during the nine months ended September 30, 2026.

 

24


Table of Contents

ImmuCell Corporation

 

Commitments, Contingencies and Contractual Obligations

 

For disclosures on contingencies, see Note 9 “Commitments and Contingencies,” of the Notes to Condensed Unaudited Financial Statements included in Part I, Item 1 of this Form 10-Q.

 

Critical Accounting Policies and Estimates         

 

Our Financial Statements are prepared in accordance with U.S. GAAP, which requires us to make certain complex estimates in the application of our accounting policies based on the best assumptions, judgments, and opinions of our management. During the quarter ended September 30, 2026, we made no significant changes to our critical accounting policies and estimates. For a description of our critical accounting policies, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended December 31, 2025.

 

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable

 

ITEM 4 - CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures: Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) require the Company to maintain disclosure controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosure. Due to inherent limitations, even controls and procedures determined to be effective might not prevent or detect all misstatements and can provide only reasonable assurance with respect to financial statement preparation and presentation. In evaluating effectiveness, management necessarily applies judgment to weighing costs and benefits of possible controls and procedures. Based on their evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of  September 30, 2026. 

 

Changes in Internal Controls over Financial Reporting: There was no change in our internal control over financial reporting during the quarter ended September 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

25


Table of Contents

ImmuCell Corporation

 

PART II: OTHER INFORMATION

 

ITEM 1 - LEGAL PROCEEDINGS

 

In the ordinary course of business, we may become subject to lawsuits, investigations and claims. Although we cannot predict with certainty the ultimate resolution of any such lawsuits, investigations and claims against us, we do not believe that any pending or threatened legal proceedings to which we are or could become a party will have a material adverse effect on our business, results of operations, or financial condition.

 

ITEM 1A - RISK FACTORS 

 

Except as set forth below, there have been no material changes from the risk factors identified in our Annual Report on Form 10-K for the year ended December 31, 2025, in response to Item 1A., “Risk Factors,” of Part I of the Annual Report.

 

Risks of attacks on our information technology systems: We rely on information systems throughout our Company. Any disruption of these systems or significant security breaches could adversely affect our business. We do maintain information security policies and employ system backup measures and engage in information system redundancy planning and processes, but such policies, measures, planning and processes, as well as our current disaster recovery plan, may prove ineffective or inadequate to address all eventualities. Recent years have witnessed sophisticated and targeted cyber-related attacks that pose a risk to the security of information systems and networks and to the confidentiality, availability and integrity of data and information. We have increased our investments in our data and information technology infrastructure (including working with an information security technology consultant to assess and enhance our security systems and procedures, and periodically training our employees in such systems and procedures), but despite these efforts the risk of system disruptions and security breaches from a cyberattack remains. We have not experienced any material adverse effect on our business or operations as a consequence of any such attack or breach but may incur increasing costs in performing the tasks described above. 

 

Production capacity constraints: Future inability to meet market demand for our products is a risk to our business. Our plans call for increases of our production capacity through yield improvements, redeploying assets previously slated for production of Re-Tain® and investing in incremental freeze-drying capacity and in colostrum processing capacity. As of September 30, 2026, we expect this expansion program to last another nine to 15 months, with an additional $6.3 million in spending. Expanding manufacturing capacity involves practical and technical risks affecting efficiency of production including contamination and yields, and risks of not being able to access sufficient high-quality colostrum or other raw materials. There is a risk of cost overruns in our production expansion project, and a risk that we will not be able to achieve our production capacity growth objectives on a timely basis, resulting in a shortfall in supply to the market. A backlog of orders presents a risk that we could lose customers that are not easily regained. Our long-term capital plan to continue to expand the First Defense® product line requires ongoing review of equipment capacity and utilization and assessment of costs, functional obsolescence and reliability of equipment. This review and assessment could identify a need to fund unexpected equipment maintenance or replacement costs.

 

Colostrum collection: Growth in our First Defense® product line requires dependable access to high-quality colostrum, a key component that we source primarily from dairy farms. Colostrum plays an important role in a young calf’s diet and has commercial value for other uses as well. There is a risk that the farms that participate in our vaccination and colostrum collection process will not be able to produce colostrum for us at the quantities we require, or will find other attractive uses for colostrum they otherwise could sell to us. Most of our participating farms are located in a limited geographic area, and thus at risk for local disease outbreaks that could inhibit their ability to supply colostrum. There also is a risk that the quality of the colostrum collected will not be suitable for our production requirements.

 

26


Table of Contents

ImmuCell Corporation

 

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None

 

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

 

None

 

ITEM 4 - MINE SAFETY DISCLOSURES

 

None 

 

ITEM 5 - OTHER INFORMATION

 

Rule 10b5-1 Trading Plan Elections. During the three months ended  September 30, 2026, none of our directors or officers adopted, modified or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408(a) of SEC Regulation S-K).

     

27


Table of Contents

ImmuCell Corporation

 

ITEM 6 – EXHIBITS  

 

 

Exhibit No.

Description

 

31.1* Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

31.2* Certification of the President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

32.1* Certification of the Chief Financial Officer pursuant to Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

32.2* Certification of the President and Chief Executive Officer pursuant to Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

101.INS* Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

 

101.SCH* Inline XBRL Taxonomy Extension Schema Document.

 

101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.

 

101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.

 

101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.

 

101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.

 

104* Cover Page Interactive Data File-the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

 

 

 

 

*Filed/furnished herewith.

 

28


Table of Contents

ImmuCell Corporation

 

SIGNATURE

 

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.

 

 

ImmuCell Corporation

 

Registrant

 

 

Date:       November 12, 2026

By: /s/ Timothy C. Fiori

 

Timothy C. Fiori

 

Chief Financial Officer and

 

Principal Financial Officer

 

 

 

 

 

 

29

Keep reading