ImmuCell (NASDAQ: ICCC) to receive $2M in Norbrook settlement

Rhea-AI Filing Summary

ImmuCell Corporation entered into a new settlement agreement with Norbrook Laboratories on May 8, 2026. The companies signed a Settlement Deed that resolves and releases all claims related to their 2019 Development Services and Commercial Supply Agreement, which expired March 31, 2026. Under this Settlement Deed, Norbrook will pay ImmuCell $2,000,000, providing a one-time cash benefit to ImmuCell. The agreement is governed by Northern Ireland law, contains confidentiality undertakings, and explicitly states it is not an admission of liability or wrongdoing by either party.

Insights

Equity analyst

ImmuCell secures a one-time $2M settlement payment from Norbrook.

ImmuCell Corporation and Norbrook Laboratories signed a Settlement Deed on May 8, 2026, ending all claims tied to their 2019 Development Services and Commercial Supply Agreement. Norbrook agreed to pay ImmuCell $2,000,000 under this arrangement.

The settlement appears to close out a commercial relationship that already expired on March 31, 2026. Because the payment is a single amount rather than recurring revenue, it looks more like a non-operating gain than ongoing business growth.

The Settlement Deed is governed by Northern Ireland law, includes confidentiality undertakings, and clarifies there is no admission of liability or wrongdoing by either side. Future company filings may clarify how this $2,000,000 is reflected in earnings and cash flow.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Key Figures

Settlement payment: $2,000,000 Agreement expiry date: March 31, 2026 Settlement date: May 8, 2026

3 metrics

Settlement payment $2,000,000 Cash payment from Norbrook to ImmuCell under Settlement Deed

Agreement expiry date March 31, 2026 Expiration of 2019 Development Services and Commercial Supply Agreement

Settlement date May 8, 2026 Date ImmuCell and Norbrook entered into the Settlement Deed

Key Terms

Material Definitive Agreement, Settlement Deed, Development Services and Commercial Supply Agreement, Emerging growth company

4 terms

Material Definitive Agreement regulatory

"ITEM 1.01. Entry into a Material Definitive Agreement On May 8, 2026"

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Settlement Deed regulatory

"entered into a Settlement Deed to resolve and release any and all claims"

Development Services and Commercial Supply Agreement financial

"underlying 2019 Development Services and Commercial Supply Agreement between the two companies"

Emerging growth company regulatory

"Emerging growth company ITEM 1.01."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

false 0000811641 0000811641 2026-05-08 2026-05-08

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) May 8, 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 1.01. Entry into a Material Definitive Agreement

On May 8, 2026, ImmuCell Corporation and Norbrook Laboratories Limited (incorporated and registered in Northern Ireland) entered into a Settlement Deed to resolve and release any and all claims arising out of or relating to an underlying 2019 Development Services and Commercial Supply Agreement between the two companies. As previously reported, that agreement expired March 31, 2026. Under the Settlement Deed, Norbrook has agreed to pay ImmuCell the sum of $2,000,000. The Settlement Deed is governed by Northern Ireland law, includes undertakings regarding confidentiality, and does not constitute an admission of liability or wrongdoing on the part of either party.

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: May 8, 2026	By:	/s/ Timothy C. Fiori
		Timothy C. Fiori
		Chief Financial Officer

FAQ

What did ImmuCell (ICCC) announce regarding Norbrook Laboratories?

ImmuCell announced a Settlement Deed with Norbrook Laboratories that resolves all claims related to their 2019 Development Services and Commercial Supply Agreement. The agreement, signed May 8, 2026, ends disputes tied to a contract that had already expired March 31, 2026.

How much will ImmuCell (ICCC) receive under the Norbrook settlement?

ImmuCell will receive a cash payment of $2,000,000 from Norbrook Laboratories under the Settlement Deed. This payment is intended to resolve and release all claims arising from the companies’ 2019 Development Services and Commercial Supply Agreement, which expired at the end of March 2026.

What agreement did the ImmuCell–Norbrook Settlement Deed resolve?

The Settlement Deed resolves claims relating to a 2019 Development Services and Commercial Supply Agreement between ImmuCell and Norbrook. That earlier agreement, covering development and commercial supply services, expired on March 31, 2026, and the new settlement closes out all associated claims between the companies.

Does the ImmuCell–Norbrook settlement include any admission of liability?

No, the Settlement Deed specifically states it does not constitute an admission of liability or wrongdoing by either ImmuCell or Norbrook. The payment and mutual releases are structured to resolve all related claims while preserving both parties’ positions regarding responsibility for past conduct.

Which law governs the ImmuCell (ICCC) and Norbrook Settlement Deed?

The Settlement Deed between ImmuCell and Norbrook is governed by Northern Ireland law. The document also includes undertakings regarding confidentiality, meaning the parties commit to keep certain aspects of the settlement private while formally resolving all claims from the earlier commercial agreement.

What is the nature of the $2,000,000 payment to ImmuCell?

The $2,000,000 payment from Norbrook to ImmuCell is a settlement amount under a formal Settlement Deed. It represents a one-time cash payment to resolve and release all claims connected to their expired 2019 Development Services and Commercial Supply Agreement, rather than ongoing operating revenue.

Filing Exhibits & Attachments

4 documents

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