As filed with the Securities and Exchange Commission on November 12, 2026

Registration No. 333-TBD

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

IMMUCELL CORPORATION

(Exact name of Registrant as specified in its charter)

2025 Stock Option and Incentive Plan

Stock Option Agreement dated September 16, 2025 between ImmuCell Corporation and 

Paul Olivier te Boekhorst

(Full title of the plans)

Timothy C. Fiori

Chief Financial Officer

ImmuCell Corporation

56 Evergreen Drive

Portland, ME 04103

(Name and Address of Agent for Service)

(207) 878-2770

(Telephone Number, Including Area Code, of Agent for Service)

with a copy to:

Gregory S. Fryer, Esq.

Verrill Dana LLP

One Portland Square

Portland, ME 04101

(207) 771-4000

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.

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. ☐

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.         Plan Information.

The information required by Part I, Item 1 of Form S-8 is included in documents sent or given to participants in the plan covered by this registration statement pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the “1933 Act”).

Item 2.         Registrant Information and Employee Plan Annual Information.

The written statement required by Part I, Item 2 of Form S-8 is included in documents sent or given to participants in the plan covered by this registration statement pursuant to Rule 428(b)(1) of the 1933 Act.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.         Incorporation of Documents by Reference.

ImmuCell Corporation (the “Registrant”) is subject to the informational and reporting requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the “Commission”). The following documents, which are on file with the Commission, are incorporated in this registration statement by reference:

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 4.         Description of Securities.

Not applicable.

Item 5.         Interests of Named Experts and Counsel.

Not applicable.

Item 6.         Indemnification of Directors and Officers.

The Registrant is incorporated in Delaware and is subject to the Delaware General Corporation Law (the “DGCL”). Section 145 of the DGCL permits a corporation to indemnify any person who is or was a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the corporation’s request in such a capacity for another enterprise. In actions other than those by or in the right of the corporation, indemnification may cover expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and, in a criminal proceeding, had no reasonable cause to believe the conduct was unlawful. In actions by or in the right of the corporation, indemnification is limited to expenses (including attorneys’ fees) and is not permitted for any matter as to which the person is adjudged liable to the corporation unless, and only to the extent that, the Court of Chancery or the court in which the action was brought determines that the person is fairly and reasonably entitled to indemnity. Section 145 requires indemnification of a present or former director or officer against expenses to the extent the person has been successful on the merits or otherwise in the defense of any such proceeding, permits the advancement of expenses upon receipt of an undertaking to repay if it is ultimately determined that the person is not entitled to indemnification, provides that its indemnification provisions are not exclusive of other rights, and permits a corporation to purchase insurance on behalf of such persons whether or not the corporation would have the power to indemnify them.

Article V of the Registrant’s By-laws provides that the Registrant shall indemnify its directors, officers, employees and agents to the fullest extent permitted by Section 145 of the DGCL, including in actions by or in the right of the Registrant, subject to the standards of conduct and the determination procedures set forth in Section 145. The By-laws also permit the Registrant to advance expenses incurred in defending a proceeding upon receipt of an undertaking to repay such amounts if it is ultimately determined that the person is not entitled to indemnification, provide that these rights are not exclusive and continue after the person ceases to serve, and authorize the Board of Directors to purchase insurance on behalf of such persons.

As permitted by Section 102(b)(7) of the DGCL, Article Eighth of the Registrant’s Certificate of Incorporation, as amended effective June 16, 2026, provides that a director or officer of the Registrant shall not be personally liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except for liability (i) for any breach of the director’s or officer’s duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of law, (iii) in the case of directors only, under Section 174 of the DGCL, (iv) for any transaction from which the director or officer derived an improper personal benefit, or (v) in the case of officers only, for any action by or in the right of the Registrant. Article Eighth further provides that if the DGCL is amended to authorize further elimination or limitation of the liability of directors or officers, their liability shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended, and that any repeal or modification of Article Eighth by the stockholders shall not adversely affect any right or protection of a director or officer existing at the time of such repeal or modification.

As permitted by the By-laws, the Registrant also presently maintains a policy of directors’ and officers’ liability insurance.

The Registrant has also entered into an indemnification agreement (the “Indemnification Agreement”) with each of its directors and executive officers, which is intended to complement the indemnity and protection available under the Registrant’s Certificate of Incorporation and By-laws and its directors’ and officers’ liability insurance, and to provide for indemnification to the fullest extent permitted by applicable law. The Indemnification Agreement establishes procedures, presumptions and remedies that broaden the indemnity rights of directors and officers beyond those expressly contained in the By-laws and Section 145 of the DGCL. Among other things, it provides for indemnification of expenses and, other than in derivative suits, judgments, fines and settlement amounts, unless the indemnitee is found not to have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Registrant; treats dismissal of an action, with or without prejudice, as a successful defense; requires advancement of litigation expenses within twenty days of request against an undertaking to repay; requires a determination of entitlement within sixty days of a request, failing which entitlement is deemed established; and, following a change in control of the Registrant, creates a presumption of entitlement and permits the indemnitee to require that the determination be made by independent counsel. An indemnitee who is denied indemnification may seek a de novo determination in court.

Item 7.         Exemption from Registration Claimed.

Not applicable.

Item 8.         Exhibits.

See the Exhibit Index following the signature pages to this Registration Statement, which is incorporated by reference herein.

Item 9.         Undertakings.

The undersigned Registrant hereby undertakes:

EXHIBIT INDEX

* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portland, State of Maine, on this 12th day of November, 2026.

POWER OF ATTORNEY AND SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below hereby makes, constitutes and appoints Paul Olivier te Boekhorst and Timothy C. Fiori, and each of them, his or her true and lawful attorney, with full power to sign for such person and in such person’s name and capacity indicated below, and with full power of substitution any and all amendments, including post-effective amendments, to this Registration Statement on Form S-8, hereby ratifying and confirming such person’s signature as it may be signed by said attorney to any and all amendments.

ATTACHMENTS / EXHIBITS

EXHIBIT 4.9

EXHIBIT 4.10

EXHIBIT 5

EXHIBIT 23.2

EXHIBIT FILING FEES

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