UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 1
For the fiscal year ended
For the transition period from to
(Commission file number)
(Exact name of registrant as specified in its charter)
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(I.R.S. Employer |
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(Address of principal executive offices) |
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(Registrant’s telephone number)
Securities registered pursuant to Section 12(b) of the Act:
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The |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
Large accelerated filer ☐ Accelerated filer ☐
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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that require a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The aggregate market value of the voting and non-voting common equity held by non-affiliates at June 30, 2025 was approximately $
The number of shares of the registrant’s common stock outstanding as of March 24, 2026 was
Documents incorporated by reference: Portions of the registrant’s definitive Proxy Statement to be filed in connection with the 2026 Annual Meeting of Stockholders are incorporated by reference into Part III hereof.
Explanatory Note
This Amendment (i) adds as an additional exhibit (Exhibit 10.43) a previously-filed document that was inadvertently omitted from the Exhibit Index as filed; (ii) adds textual “incorporated by reference” descriptions inadvertently omitted for five previously-filed documents shown on the Exhibit Index (Exhibits 10.12 through 10.16); (iii) changes the descriptive heading of one document (Exhibit 10.9) filed with the Original Filing; and (iv) refiles a previously-filed stock incentive plan (Exhibit 10.7) to conform to the updated version included as Appendix A to the Company’s definitive proxy statement filed with the SEC on April 24, 2026. Additionally, the Company is filing updated certifications as Exhibits 31.1, 31.2, 32.1, and 32.2.
The Company’s financial statements (and report of Wipfli LLP, as Independent Registered Public Accounting Firm) were included in Part IV of the Original Filing and are not amended hereby.
This Amendment does not otherwise change or update any of the disclosures set forth in the Original Filing and does not otherwise reflect any events occurring after the filing date of the Original Filing.
PART IV
ITEM 15 — EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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1.1 |
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3.1 |
Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company’s 1987 Registration Statement No. 33-12722 on Form S-1 as filed with the Commission). |
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3.2 |
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3.3 |
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3.4 |
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3.5 |
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10.27 |
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10.28 |
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10.29 |
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10.30 |
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10.31 |
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10.32 |
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10.33 |
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Management contract or compensatory plan or arrangement. |
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Filed herewith. |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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ImmuCell Corporation |
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Registrant |
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Date: May 13, 2026 |
By: |
/s/ Timothy C. Fiori |
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Timothy C. Fiori, Chief Financial Officer and Principal Financial Officer |