ImmuCell Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Leadership Update, Financial Statements and Exhibits
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Item 1.01 – Entry into a Material Definitive Agreement
The information set forth in Item 5.02 below is hereby incorporated by reference into this Item 1.01.
Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Board of Directors of ImmuCell Corporation (the Company) has elected Timothy C. Fiori, age 46, to serve as its Chief Financial Officer effective April 7, 2025. For the past 24 years, Mr. Fiori has held various financial and commercial operating positions at Idexx Laboratories in Westbrook, Maine (Nasdaq: IDXX), most recently as its Senior Director Finance, Commercial Operations since 2020.
Mr. Fiori will be compensated at an annual base salary of $250,000 and will be entitled to participate in the employee benefit plans offered by the Company, including its 2017 Stock Option and Incentive Plan. The Company has entered into an Incentive Compensation Agreement with Mr. Fiori, which provides Mr. Fiori with certain cash bonuses as further inducement to continue his employment with the Company and to contribute to the Company’s attainment of certain specific objectives and outcomes.
The forgoing description of the Incentive Compensation Agreement is qualified in all respects by reference to the full text of the Incentive Compensation Agreement, attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated into this Item 5.02 by reference. A copy of the press release announcing Mr. Fiori’s appointment is furnished as Exhibit 99.1.
Item 9.01 Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Incentive Compensation Agreement between the Company and Timothy C. Fiori dated as of April 4, 2025 | |
| 99.1 | Press Release of the Company dated April 7, 2025. | |
| 104 | Cover Page Interactive Data File |
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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: April 7, 2025 | By: | /s/ Michael F. Brigham |
| Michael F. Brigham | ||
| President and Chief Executive Officer | ||
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Incentive Compensation Agreement between the Company and Timothy C. Fiori dated as of April 4, 2025 | |
| 99.1 | Press Release of the Company dated April 7, 2025 | |
| 104 | Cover Page Interactive Data File |
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