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0000811641
0000811641
2026-03-12
2026-03-12
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) March 12, 2026
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ImmuCell Corporation
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(Exact name of registrant as specified in its charter)
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DE
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001-12934
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01-0382980
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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56 Evergreen Drive Portland, Maine
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04103
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code 207-878-2770
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(Former name or former address, if changed since last report)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.10 par value per share
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ICCC
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The Nasdaq Capital Market
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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; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)
As previously disclosed in the Company’s Current Report on Form 8-K filed on February 9, 2026, Steven A. Rosgen 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 Shareholders. On March 12, 2026, Mr. Rosgen tendered his resignation from the Board, and will thereby retire from the Board effective as of April 1, 2026.
(d)
On March 12, 2026, the Board elected Kathy V. Turner to fill the vacancy on the Board that will be created by Mr. Rosgen’s retirement, which election is to be effective as of April 1, 2026. Ms. Turner has more than three decades of commercial executive leadership experience in global healthcare and animal health markets. She currently serves on the Board of Directors of Veterinarians Without Borders and from April 2024 to May 2025 served on the Board of Directors of Elanco Animal Health. From 2014 to 2023, Ms. Turner held senior leadership roles at IDEXX Laboratories, including most recently serving as Chief Marketing Officer and Senior Vice President of International Operations. Prior to that, Ms. Turner spent nearly 30 years at Abbott Laboratories, where she held multiple leadership roles in global commercial operations, including responsibility for European markets. Ms. Turner received a B.S. in Marketing and Advertising from Syracuse University.
In its March 12, 2026 action, the Board also appointed Ms. Turner to serve as a member of the Audit Committee and as Chair of the Compensation and Stock Option Committee, which appointments are to be effective as of April 1, 2026.
The Company is not aware of any transaction involving Ms. Turner requiring disclosure under Item 404(a) of Regulation S-K.
A copy of the press release announcing the election of Ms. Turner as a director is furnished as Exhibit 99.1.
Item 9.01. Exhibits.
(d) Exhibits.
99.1 Press Release of the Company dated March 18, 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.
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Date: March 18, 2026
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IMMUCELL CORPORATION
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By:
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/s/ Timothy C. Fiori
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Timothy C. Fiori
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Chief Financial Officer
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Exhibit Index
| Exhibit No. |
Description |
| 99.1 |
99.1 Press Release of the Company dated March 18, 2026. |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Exhibit 99.1
ImmuCell
ImmuCell Appoints Former Elanco Animal Health Board Member Kathy Turner to Board
For Immediate Release
PORTLAND, Maine – March 18, 2026 – ImmuCell Corporation (Nasdaq: ICCC) (“ImmuCell” or the “Company”), an animal health biologics company that develops, manufactures and markets products to improve calf health and productivity, today announced that Kathy Turner has been appointed to its Board of Directors, effective April 1, 2026. Ms. Turner replaces Steven Rosgen, who is retiring from the Board after serving since January 2018. Upon joining the Board, Ms. Turner will serve as Chair of the Compensation and Stock Option Committee and as a member of the Audit Committee.
Ms. Turner brings more than three decades of commercial executive leadership experience in global healthcare and animal health markets and previously served on the Board of Directors of Elanco Animal Health, a leading animal health company. From 2014 to 2023, she held senior leadership roles at IDEXX Laboratories, including most recently serving as Chief Marketing Officer and Senior Vice President of International Operations, where she contributed to sustained double-digit growth across international markets. Prior to that, Ms. Turner spent nearly 30 years at Abbott Laboratories, where she held multiple leadership roles in global commercial operations. She currently serves on the Board of Veterinarians Without Borders.
Olivier te Boekhorst, President and Chief Executive Officer of ImmuCell, commented, “Kathy brings deep experience across the global animal health industry, including her service on the Board of Elanco Animal Health and her leadership in scaling international businesses at IDEXX and Abbott. Her perspective will strengthen our Board as we pursue opportunities to extend the reach of First Defense® in the U.S. and internationally.”
Ms. Turner said, “I am excited to join the Board of ImmuCell. Its hyperimmune colostrum technology and First Defense® product line are a compelling platform with meaningful opportunities for growth, and I look forward to supporting the team as it works to expand the reach of its calf health innovations across global animal health markets.”
The Company sincerely thanks Mr. Rosgen for his many valuable contributions during 8 years of dedicated service.
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 orally delivered antibodies against the principal viral and bacterial causes of scours, one of the most prevalent and deadly diseases in neonatal calves worldwide. Press releases and other information about the Company are available at http://www.immucell.com.
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
