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) August 15, 2022

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

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:

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

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

Item 2.03 – Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On August 15, 2022, ImmuCell Corporation (the “Company”) entered into a second amendment to its lease from TVP, LLC of Falmouth, Maine for property at 175 Industrial Way in Portland, Maine that was originally entered into on September 12, 2019 (the “Amended Lease”).

The original lease covers 14,300 square feet of space that is being used by the Company primarily for its formulating, filling and assembly operations related to the First Defense^® product line. The Amended Lease expands the building on the leased premises by an additional 15,400 square feet for a total of 29,700 square feet. The new space is intended to be used by the Company for additional freeze-drying capacity, cold storage and warehousing for the First Defense^® product line. Construction of the new building shell has been initiated by the landlord.

The original term of the lease that was set to expire on February 28, 2030 has been extended. The Amended Lease now expires on January 31, 2043.

Under the Amended Lease, increased monthly lease payments are set to commence on the date that is four months after the landlord receives a certificate of occupancy from the City of Portland for the building shell, which is anticipated to be on or about February 1, 2023. For the first 24 months of the extended term, total lease payments shall be $28,105 per month (of which $17,774 is attributable to the added lease space), which amounts to $11.30 per square foot per year. Lease payments are subject to a 2% increase per year for each of the third through twentieth years of the term.

The Amended Lease includes a ten-year renewal option that is exercisable at the Company’s option, with lease payments increased during the renewal term by 2.5% per year over the preceding lease year. The Amended Lease also provides the Company with the right of first refusal to purchase the property during the term of the Amended Lease.

The information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01.  Financial Statements and Exhibits.

The following exhibits relating to Item 2.03 shall be deemed to be furnished, and not filed.

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.

Exhibit Index

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EXHIBIT 99.1

SECOND AMENDMENT OF LEASE

This is a Second Amendment of Lease (this “Amendment”) is dated as of this 15th day of August, 2022, by and between TVP, LLC, with a mailing address of P.O. Box 66749, Falmouth, Maine 04105 (hereinafter the “Landlord”), and ImmuCell Corporation with a mailing address of 56 Evergreen Drive, Portland, Maine 04103 (hereinafter the “Tenant”).

WHEREAS, the parties entered into an Indenture of Lease dated September 12, 2019, as amended by First Amendment of Lease dated June 15, 2020 (the “Original Lease”); and,

WHEREAS, the Original Lease covers the following property:

The Demised Premises deemed to consist of approximately +/- 14,300 square feet of floor area situated on the land at 175 Industrial Way, Portland, Maine, as more particularly described in the Original Lease; and,

WHEREAS, the parties now wish to amend the Original Lease to expand the Demised Premises and extend the Term;

NOW THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree that the Lease is hereby amended as follows:

“Provided said Tenant is not in default beyond any applicable grace period in the performance of any of the terms and conditions of the Lease, the Tenant may, at its option, exercised by written notice to Landlord, given not less than 365 days prior to the expiration of the then current term, extend the Lease for One (1) Ten (10) year period under the same terms and conditions of the original lease except that Basic Rent for the option period shall be increased by 2.5% annually over the preceding lease year.

In all other respects, the terms and conditions of the Lease are hereby ratified and affirmed.

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals on the day and year first above written.

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