ImmuCell Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement
On September 20, 2024, ImmuCell Corporation (the “Company”) and TVP, LLC (the “Landlord”) entered into a Fifth Amendment of Lease (the “Lease Amendment”), which Lease Amendment amends that certain Indenture of Lease, dated September 12, 2019 (as amended to date, the “Lease Agreement”), by and between the Company and the Landlord with respect to certain property leased by the Company from the Landlord located at 175 Industrial Way in Portland, Maine (the “Leased Premises”).
The Lease Amendment revises payment terms set forth in the Lease Agreement for amounts due by the Company to the Landlord with respect to certain tenant improvements on the Leased Premises. Pursuant to the Lease Amendment, in lieu of a one-time rent payment of $368,743 previously due in January of 2025, the Company will now make additional monthly rent payments of $20,000 from January of 2025 through June of 2025 and a one-time payment of $248,743 in July of 2025.
The forgoing description of the Lease Amendment is qualified in its entirety by reference to the Lease Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information included in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 of this Current Report on Form 8-K by reference.
Item 5.03 Amendment to By-Laws
Effective September 20, 2024, the Board of Directors (the “Board”) of the Company amended and restated the Company’s By-Laws (as so amended and restated, the “Amended By-Laws”) to update and modernize certain provisions, including provisions regarding stockholder voting lists, based on amendments to the Delaware General Corporation Law, and to provide that some or all of any class of stock shall be uncertificated. In addition, the Amended By-Laws also contain other administrative, non-substantive changes.
The forgoing summary description of the amendments to the By-Laws is not intended to by complete and is qualified in its entirety by reference to the complete text of the Amended By-Laws, a copy of which is included as Exhibit 3.2 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 3.2 | Amended and Restated By-Laws of ImmuCell Corporation, amended through September 20, 2024. | |
| 10.1 | Fifth Amendment of Indenture of Lease for Premises Located in Portland, Maine between the Company and TVP, LLC dated as of September 20, 2024. | |
| 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: September 24, 2024 | By: | /s/ Michael F. Brigham |
| Michael F. Brigham | ||
| President, Chief Executive Officer and Principal Financial Officer |
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Exhibit Index
| Exhibit No. | Description | |
| 3.2 | Amended and Restated By-Laws of ImmuCell Corporation, amended through September 20, 2024. | |
| 10.1 | Fifth Amendment of Indenture of Lease for Premises Located in Portland, Maine between the Company and TVP, LLC dated as of September 20, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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