Two ImmuCell (ICCC) directors to step down after 2026 shareholder meeting

Rhea-AI Filing Summary

ImmuCell Corporation reported that two directors, Steven A. Rosgen and Bryan K. Gathagan, have each notified the company that they prefer not to run for re-election at the 2026 Annual Meeting of Shareholders. Both directors are described as supportive of the company’s new strategic direction and management team, but cited time constraints from full-time leadership roles at their own companies. The Board’s Nominating Committee has been reviewing possible changes to Board composition and will now incorporate these planned retirements into its ongoing work.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 9, 2026

ImmuCell Corporation

(Exact name of registrant as specified in its charter)

DE		001-12934		01-0382980
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

56 Evergreen Drive Portland, Maine		04103
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 207-878-2770

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, $0.10 par value per share		ICCC		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.  Departure of Directors or Certain Officers, Election of Directors.

Two Company directors (Steven A. Rosgen and Bryan K. Gathagan) have separately given notice that they prefer not to run for re-election at the 2026 Annual Meeting of Shareholders. Both have been supportive of the Company’s new strategic direction and management team, but each cited time constraints from full-time leadership roles at their respective companies. The Nominating Committee has recently been evaluating possible changes in composition of the Board of Directors and will now factor those future retirements into its ongoing work.

Item 9.01.  Exhibits.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	IMMUCELL CORPORATION
Date: February 9, 2026	By:	/s/ Timothy C. Fiori
		Timothy C. Fiori
		Chief Financial Officer

FAQ

What Board change did ImmuCell (ICCC) disclose in this 8-K filing?

ImmuCell disclosed that directors Steven A. Rosgen and Bryan K. Gathagan each plan not to run for re-election at the 2026 Annual Meeting of Shareholders. Their future retirements will be considered by the Board’s Nominating Committee as it evaluates Board composition changes.

Why are ImmuCell directors Steven Rosgen and Bryan Gathagan not seeking re-election?

Both directors cited time constraints from full-time leadership roles at their respective companies as the reason for preferring not to run for re-election. The filing notes that each has been supportive of ImmuCell’s new strategic direction and current management team despite deciding not to continue on the Board.

When will the ImmuCell directors step down from the Board?

The filing states that Steven A. Rosgen and Bryan K. Gathagan prefer not to run for re-election at the 2026 Annual Meeting of Shareholders. This indicates their Board service is expected to end in connection with that meeting, subject to standard shareholder election processes.

How is ImmuCell’s Nominating Committee responding to the planned director retirements?

The Nominating Committee has been evaluating possible changes in the composition of the Board of Directors. It will now factor the upcoming retirements of Steven A. Rosgen and Bryan K. Gathagan into its ongoing work as it considers future Board composition.

Did ImmuCell indicate any disagreement between the departing directors and management?

No disagreement is described. The filing states that both Steven A. Rosgen and Bryan K. Gathagan have been supportive of the company’s new strategic direction and management team, and that their decision not to run again is based on time constraints from other full-time leadership roles.

Filing Exhibits & Attachments

4 documents

Other Documents

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