ImmuCell (ICCC) adds industry veterans to a smaller, more independent board

Rhea-AI Filing Summary

ImmuCell Corporation announced significant Board changes and governance updates. Three long-serving directors, including former President and CEO Michael Brigham and Vice President of Sales and Marketing Bobbi Jo Brockmann, will retire from the Board effective April 15, 2026, while remaining executives where applicable.

The Company appointed two new directors, Dr. Gilles Guillemette and Dr. Anthony DiMarco, both with extensive animal health and biologics experience. ImmuCell is moving to a 7-person Board with six Independent Directors and the CEO, and is creating a new Strategy and Technology Committee to support innovation and manufacturing improvements.

8-K Event Classification

3 items: 5.02, 8.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Board size: 7 directors Independent directors: 6 Independent Directors Annual Meeting date: June 11, 2026, 9:30 AM ET +3 more

6 metrics

Board size 7 directors Board restructured to 7-person Board with six Independent Directors and the CEO

Independent directors 6 Independent Directors New governance structure with majority independent oversight

Annual Meeting date June 11, 2026, 9:30 AM ET 2026 Annual Meeting of Stockholders held remotely via webcast and phone

Guillemette experience More than 30 years Executive experience in animal health therapeutics across multiple companies

DiMarco experience Four decades Scientific leadership in human and animal health biologics companies

IDEXX tenure 21 years Dr. DiMarco served as Vice President of R&D and Global Manufacturing at IDEXX

Key Terms

Independent Directors, Strategy and Technology Committee, Investor Presentation, Annual Meeting of Stockholders, +2 more

6 terms

Independent Directors financial

"The Company also announced it is moving to a 7-person Board of Directors with six Independent Directors and the CEO"

Members of a company’s board who do not have significant business, family, or financial ties to the company and are not part of its management; they are chosen to provide impartial oversight of strategy, financial reporting, executive pay and risk. They matter to investors because independent directors act like an objective referee, helping ensure decisions favor shareholders’ long-term interests rather than insiders, which can strengthen trust and reduce the chance of mismanagement or conflicts of interest.

Strategy and Technology Committee financial

"it will create a Strategy and Technology Committee of the Board of Directors"

Investor Presentation financial

"The Company has posted to its website an Investor Presentation that provides an overview of the Company’s business and strategy"

An investor presentation is a carefully prepared talk or visual display that explains a company's business, goals, and financial performance. It helps investors understand how the company operates and its future prospects, much like a report card or progress update. These presentations are important because they provide transparency and help investors decide whether to support or invest in the company.

Annual Meeting of Stockholders financial

"The Annual Meeting of Stockholders of ImmuCell Corporation will be held remotely"

Audit Committee financial

"he will Chair the new Strategy and Technology Committee and serve on the Audit Committee"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Compensation, Nominations, and Strategy & Technology Committees financial

"he will serve on the Compensation, Nominations, and Strategy & Technology Committees"

Understanding 8-K Material Events →

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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) April 7, 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

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; Election of Directors.

(b)

As previously disclosed in the Company’s Current Report on Form 8-K filed on February 9, 2026, Bryan K. Gathagan gave the Company notice that he preferred not to run for re-election to the Company’s Board of Directors (the “Board”) at the 2026 Annual Meeting of Stockholders. At a meeting of the Board held on April 7, 2026, Mr. Gathagan tendered his retirement from the Board effective April 15, 2026.

During the same April 7, 2026 meeting of the Board, Michael F. Brigham and Bobbi Jo Brockmann agreed not to stand for re-election as Director at the upcoming 2026 Annual Meeting of Stockholders, and tendered their resignations from the Board effective April 15, 2026. Mr. Brigham had served as President and CEO of the Company for more than 25 years (since February 2000) until his retirement on November 1, 2025. His service as a Director dates back to 1999. Ms. Brockman first joined the Company in January 2010, as Director of Sales and Marketing and had served as a Board member for the past 8 years and more. She continues to serve as the Company’s Vice President of Sales and Marketing.

(d)

At its April 7, 2026 meeting, the Board elected two new Directors to join the Board effective as of April 15, 2026, as follows:

Gilles Guillemette, DVM. Dr. Guillemette has more than 30 years of executive experience in animal health therapeutics. He has held executive positions at Elanco, Bayer, Henry Schein, Chewy, and Trupanion, where he had significant P&L responsibilities, led strategy, business development and finance functions, and managed regulated therapeutic operations. Dr. Guillemette is currently an Operating Partner at Archimed and earned his Doctor of Veterinary Medicine in Nantes, France. In his capacity as a Director of the Company, he will Chair a new Strategy & Technology Committee and serve on the Audit Committee.

Anthony DiMarco, Ph.D. Dr. DiMarco brings four decades of scientific leadership in human and animal health biologics companies. For 21 years, he was Vice President of R&D and Global Manufacturing at IDEXX where he developed new products and implemented productivity improvements. Previously, Dr. DiMarco spent 10 years in scientific roles at Abbott Laboratories. Dr. DiMarco serves as Chair of Educate Maine and received his Ph.D. in Microbiology from the University of Illinois. In his capacity as a Director of the Company, he will serve on the Compensation, Nominations, and Strategy & Technology Committees.

The Company is not aware of any transaction involving Dr. Guillemette or Dr. DiMarco requiring disclosure under Item 404(a) of Regulation S-K.

A copy of the press release announcing the election of Dr. Guillemette and Dr. DiMarco as Directors is furnished as Exhibit 99.1.

Item 8.01 Other Events.

The Company has posted to its website an Investor Presentation that provides an overview of the Company’s business and strategy, consistent with information and results reported in the Company’s Annual Report on Form 10-K filed on March 30, 2026.

Item 9.01.  Exhibits.

(d)           Exhibits.

	99.1	Press Release of the Company dated April 13, 2026
	99.2	Investor Presentation of the Company dated April 13, 2026
	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: April 13, 2026	By:	/s/ Timothy C. Fiori
		Timothy C. Fiori
		Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	99.1 Press Release of the Company dated April 13, 2026
99.2	Investor Presentation of the Company dated April 13, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit 99.1

ImmuCell Bolsters its Innovation Strategy with Appointments of
Dr. Gilles Guillemette and Dr. Anthony DiMarco to the Board, and Moves to a Smaller Board of Independent Directors

For Immediate Release

PORTLAND, Maine – April 13, 2026 – ImmuCell Corporation (Nasdaq: ICCC) (“ImmuCell” or the “Company”), an animal health biologics company that develops and markets products to improve calf health and productivity, announced that Dr. Gilles Guillemette and Dr. Anthony DiMarco have been appointed to its Board of Directors, effective April 15, 2026. The Company also announced it is moving to a 7-person Board of Directors with six Independent Directors and the CEO, and that it will create a Strategy and Technology Committee of the Board of Directors.

Dr. Guillemette has more than 30 years of executive experience in animal health therapeutics. He has held executive positions at Elanco, Bayer, Henry Schein, Chewy, and Trupanion, where he had significant P&L responsibilities, led strategy, business development and finance functions, and managed regulated therapeutic operations. Dr. Guillemette is currently an Operating Partner at Archimed and earned his Doctor of Veterinary Medicine in Nantes, France. He will Chair the new Strategy and Technology Committee and serve on the Audit Committee.

Dr. DiMarco brings four decades of scientific leadership in human and animal health biologics companies. For 21 years, he was Vice President of R&D and Global Manufacturing at IDEXX where he developed new products and implemented productivity improvements. Previously, Dr. DiMarco spent 10 years in scientific roles at Abbott Laboratories. Dr. DiMarco serves as Chair of Educate Maine and received his Ph.D. in Microbiology from the University of Illinois. He will serve on the Compensation, Nominations, and Strategy & Technology Committees.

Dr. DiMarco said, “My first introduction was in helping ImmuCell develop a manufacturing yield improvement plan and I look forward to working with the team to consider opportunities to further develop hyperimmune colostrum technology and expand the First Defense® line.”
Mr. Guillemette added, “This is an exciting time to join the ImmuCell Board as the company develops and executes new innovation strategies to accelerate the growth of First Defense®.”

“Dr. Guillemette strengthens our board with expertise in animal health strategy and M&A, complemented by a veterinary background that will help us develop an innovation strategy based on clinical relevance,” commented Olivier te Boekhorst, President and Chief Executive Officer of ImmuCell. “Dr. DiMarco brings experience improving biological manufacturing processes and a track record of developing successful new animal health products. Joined by Gloria Basse and Kathy Turner, they will serve on our new Strategy and Technology Committee that will support management with strategic and technical expertise as we pursue opportunities to improve our yield, expand our capacity, and generate innovation-driven growth of First Defense®. We are also pleased to advance our corporate governance by moving to an independent board.”

The Company is moving to a 7-person Board of Directors with six Independent Directors and the CEO and gratefully acknowledges the many valuable contributions and dedicated service of Bryan Gathagan and non-independent members Michael Brigham and Bobbi Brockmann, who will retire from the Board effective April 15, 2026, and Timothy Fiori who will retire from the Board after the 2026 Annual Meeting. Ms. Brockmann and Mr. Fiori will continue their executive roles at the Company.

Effective April 15, 2026, the independent members of the Board of Directors of ImmuCell will be Dr. David Tomsche DVM (Chair), Ms. Gloria Basse, Dr. Anthony DiMarco Ph.D., Dr. Gilles Guillemette DVM, Ms. Kathy Turner, and Mr. Paul Wainman.

About ImmuCell

ImmuCell Corporation (Nasdaq: ICCC) is an animal health biologics company serving the dairy and beef industries with practical, science-based solutions that improve the survivability, health, and long-term performance of dairy and beef calves. The Company’s primary product line, First Defense®, provides Immediate Immunity™ through colostrum-derived, orally delivered antibodies against the principal viral and bacterial causes of scours, one of the most prevalent and deadly diseases in neonatal calves worldwide. The Annual Meeting of Stockholders of ImmuCell Corporation will be held remotely via a live audio webcast as well as by telephone conference call on Thursday, June 11, 2026 at 9:30 AM ET. Press releases and other information about the Company, including an updated Investor Presentation that provides an overview of the Company’s business, are available at http://www.immucell.com/investors.

Contacts: Olivier te Boekhorst, President and CEO
Timothy C. Fiori, Chief Financial Officer
ImmuCell Corporation
investor.relations@immucell.com

Joe Diaz, Robert Blum and Joe Dorame
Lytham Partners, LLC
iccc@lythampartners.com

Exhibit 99.2

FAQ

What governance changes did ImmuCell (ICCC) announce in this 8-K filing?

ImmuCell announced a move to a seven-person Board with six Independent Directors and the CEO. It is also forming a Strategy and Technology Committee, marking a shift toward a more independent, innovation-focused governance structure aligned with its animal health biologics strategy.

Which ImmuCell (ICCC) directors are retiring from the Board in April 2026?

Bryan G. Gathagan, former President and CEO Michael Brigham, and Vice President of Sales and Marketing Bobbi Jo Brockmann will retire from the Board effective April 15, 2026. Chief Financial Officer Timothy Fiori will retire from the Board after the 2026 Annual Meeting.

Who are the new ImmuCell (ICCC) Board members and what experience do they bring?

ImmuCell appointed Dr. Gilles Guillemette and Dr. Anthony DiMarco as directors effective April 15, 2026. Dr. Guillemette has over 30 years of executive animal health experience, while Dr. DiMarco brings about four decades of scientific and manufacturing leadership in human and animal health biologics.

What new Board committee is ImmuCell (ICCC) establishing and who will lead it?

ImmuCell is creating a Strategy and Technology Committee of the Board. Dr. Gilles Guillemette will chair this committee, with members including Dr. Anthony DiMarco, Gloria Basse, and Kathy Turner, focusing on innovation, yield improvements, capacity expansion, and growth of the First Defense® product line.

When will ImmuCell’s 2026 Annual Meeting of Stockholders take place?

ImmuCell’s 2026 Annual Meeting of Stockholders will be held remotely on Thursday, June 11, 2026, at 9:30 AM Eastern Time. Shareholders can participate via live audio webcast or telephone conference call, reflecting the company’s continued use of virtual meeting formats.

What additional investor information did ImmuCell (ICCC) release with these Board changes?

ImmuCell posted an updated Investor Presentation and issued a press release on April 13, 2026. The Investor Presentation provides an overview of its business and strategy, consistent with the Annual Report on Form 10-K filed on March 30, 2026, and is available on the company’s investor relations website.

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 8.6 KB
• EX-99.2 EXHIBIT 99.2 18.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB