ImmuCell Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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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 7, 2025, ImmuCell Corporation (the “Company”) entered into a Loan Agreement, Promissory Note, and other definitive agreements covering a loan transaction with Maine Community Bank (MCB). Proceeds from such loan transaction in the principal amount of $2,327,119, and bearing interest at a fixed rate of 6.5% per annum, were used to pay off a loan from MCB with an outstanding balance of $1,525,852 that was bearing interest at a fixed rate of 7% per annum and a loan from the Finance Authority of Maine (FAME) with an outstanding balance of $768,209 that was bearing interest at a fixed rate of 8% per annum.
The loan is secured by a security interest with respect to substantially all of the Company’s assets. The Company’s failure to make timely payments of principal and interest, or otherwise comply with the terms of its agreements with MCB, would entitle MCB to accelerate the maturity of such debt and demand repayment in full.
The foregoing descriptions of the Loan Agreement and the Promissory Note are qualified in their entirety by reference to the Loan Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference, and to the Promissory Note, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.
Item 9.01. Exhibits.
(d) Exhibits.
| 10.1 | Loan Agreement between the Company and Maine Community Bank dated as of August 7, 2025. |
| 10.2 | Promissory Note executed by the Company in favor of Maine Community Bank dated as of August 7, 2025. |
| 99.1 | Press Release of the Company dated August 12, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: August 12, 2025 | By: | /s/ Michael F. Brigham |
| Michael F. Brigham | ||
| President and Chief Executive Officer | ||
| Date: August 12, 2025 | By: | /s/ Timothy C. Fiori |
| Timothy C. Fiori | ||
| Chief Financial Officer | ||
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Exhibit Index
|
Exhibit No. |
Description | |
| 10.1 | Loan Agreement between the Company and Maine Community Bank dated as of August 7, 2025. | |
| 10.2 | Promissory Note executed by the Company in favor of Maine Community Bank dated as of August 7, 2025. | |
| 99.1 | Press Release of the Company dated August 12, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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