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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
June 5, 2024
ImmuCell Corporation |
(Exact name of registrant as specified in its charter) |
DE |
|
001-12934 |
|
01-0382980 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
56 Evergreen Drive Portland, Maine |
|
04103 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code 207-878-2770
|
(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following
provisions:
☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading symbol(s) |
|
Name of each exchange on which registered |
Common Stock, $0.10 par value per share |
|
ICCC |
|
The Nasdaq Capital Market |
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 8.01. Other Events
On June 5, 2024 ImmuCell Corporation (the “Company”) issued
a press release announcing an update on the regulatory status of its product development initiative with respect to Re-Tain®.
The information in Item 8.01 and Exhibit 99.1 to
this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in
such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit relating to Item 8.01 shall be deemed to be furnished,
and not filed:
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: June 6, 2024 |
By: |
/s/ Michael F. Brigham |
|
|
Michael F. Brigham |
|
|
President, Chief Executive Officer and Principal Financial Officer |
Exhibit Index
3
Exhibit
99.1
ImmuCell
ImmuCell Provides Update on Regulatory Status
of Product Development Initiative for Re-Tain®
For Immediate Release
PORTLAND, Maine – June 5, 2024 – ImmuCell
Corporation (Nasdaq: ICCC) (“ImmuCell” or the “Company”), a growing animal health company that develops,
manufactures and markets scientifically proven and practical products that improve the health and productivity of dairy and beef cattle,
today provided a regulatory update on the status of its product development initiative for Re-Tain®.
As previously disclosed, the Company recently received a Technical
Section Incomplete Letter (Incomplete Letter) from the United States Food and Drug Administration (FDA) in response to its third submission
of the Chemistry, Manufacturing and Controls (CMC) Technical Section (which is its fifth and final major Technical Section required for
its New Animal Drug Application (NADA)). Since then, the Company has prepared the fourth submission of its CMC Technical Section, responding
to the comments provided in the Incomplete Letter that are not complex.
This submission has not been made yet because all inspectional observations
must be cleared at both the Company’s Drug Substance facility and at the Drug Product facility of its contract manufacturer before
the FDA will issue a Technical Section Complete Letter. The FDA recently confirmed ImmuCell’s inspectional status as acceptable.
ImmuCell’s contract manufacturer expects to submit responses to its inspectional observations around the end of June of 2024. Clearing
the outstanding inspectional observations with the FDA defines the critical path timeline.
Once the facility inspection at the Drug Product facility of the Company’s
contract manufacturer is cleared by the FDA, the Company anticipates submitting a Non-Administrative NADA that would include the Company’s
fourth submission of the CMC Technical Section, together with the minor technical sections covering All Other Information and Product
Labeling. By statute, this submission would be subject to a review period of up to 180 days. However, the Company believes that a shorter
review period may be provided because the responses to the CMC Incomplete Letter are not complex. The goal of submitting this combined
filing would be to eliminate the need for an additional 60-day review period of an Administrative NADA submission at the end of the application
process, after all five major Technical Section Complete Letters are received.
Upon FDA approval, the Company intends to implement its previously
disclosed limited distribution, controlled launch strategy with product expiration dating estimated at between the second quarter of 2025
and the first quarter of 2026, subject to final product shelf-life disposition by the FDA.
“We will remain focused on the commercial opportunity we have
with First Defense®, as we push forward to finish this regulatory process to bring Re-Tain®
to market,” commented Michael F. Brigham, President and CEO of ImmuCell.
Cautionary Note Regarding Forward-Looking Statements (Safe Harbor
Statement):
This Press Release contains “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements can
be identified by the fact that they do not relate strictly to historical or current facts and will often include words such as “expects”,
“may”, “anticipates”, “aims”, “intends”, “would”, “could”, “should”,
“will”, “plans”, “believes”, “estimates”, “targets”, “projects”,
“forecasts”, “seeks” and similar words and expressions. Such statements include, but are not limited to, any forward-looking
statements relating to: our plans and strategies for our business; projections of future financial or operational performance; the timing
and outcome of pending or anticipated applications for regulatory approvals; future demand for our products; the scope and timing of ongoing
and future product development work and commercialization of our products; the expected efficacy or impact of new products; estimates
about the market size for our products; future market share of and revenue generated by current products and products still in development;
the adequacy of our own manufacturing facilities or those of third parties with which we have contractual relationships to meet demand
for our products on a timely basis; the robustness of our manufacturing processes and related technical issues; estimates about our production
capacity, efficiency and yield; the salability of products currently held in inventory pending regulatory approval; future regulatory
requirements relating to our products; and any other statements that are not historical facts. These statements are intended to provide
management’s current expectation of future events as of the date of this Press Release, are based on management’s estimates, projections,
beliefs and assumptions as of the date hereof; and are not guarantees of future performance. Such statements involve known and unknown
risks and uncertainties that may cause the Company’s actual results, financial or operational performance or achievements to be materially
different from those expressed or implied by these forward-looking statements, including, but not limited to, those risks and uncertainties
relating to: difficulties or delays in development, testing, regulatory approval, production and marketing of our products (including
the First Defense® product line and Re-Tain®), customer acceptance of our new and existing
products, product performance, alignment between our manufacturing resources and product demand, adverse impacts of supply chain disruptions
on our operations and customer and supplier relationships, commercial and operational risks relating to our current and planned expansion
of production capacity, and other risks and uncertainties detailed from time to time in filings we make with the Securities and Exchange
Commission (SEC), including our Quarterly Reports on Form 10-Q, our Annual Reports on Form 10-K and our Current Reports on Form 8-K. Such
statements involve risks and uncertainties and are based on our current expectations, but actual results may differ materially due to
various factors. In addition, there can be no assurance that future risks, uncertainties or developments affecting us will be those that
we anticipate. We undertake no obligation to update any forward-looking statement, whether written or oral, that may be made from time
to time, whether as a result of new information, future developments or otherwise.
About ImmuCell:
ImmuCell Corporation’s (Nasdaq: ICCC) purpose is to create scientifically
proven and practical products that improve the health and productivity of dairy and beef cattle. ImmuCell manufactures and markets
First Defense®, providing Immediate Immunity™ to newborn dairy and beef calves, and is in the late
stages of developing Re-Tain®, a novel treatment for subclinical mastitis in dairy cows without FDA-required milk
discard or meat withhold claims that provides an alternative to traditional antibiotics. Press releases and other information about the
Company are available at: http://www.immucell.com.
Contacts: Michael F. Brigham, President and CEO
ImmuCell Corporation
(207) 878-2770
Joe Diaz, Robert Blum and Joe Dorame
Lytham Partners, LLC
(602) 889-9700
iccc@lythampartners.com
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