Form 8-K

8-K — IMMUCELL CORP /DE/

Accession: 0001437749-26-012182

Filed: 2026-04-14

Period: 2026-04-07

CIK: 0000811641

SIC: 2835 (IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — iccc20260413_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_945208.htm)

EX-99.2 — EXHIBIT 99.2 (ex_945209.htm)

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2026-04-07

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) April 7, 2026

ImmuCell Corporation

(Exact name of registrant as specified in its charter)

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

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 5.02. Departure of Directors; Election of Directors.

(b)

As previously disclosed in the Company’s Current Report on Form 8-K filed on February 9, 2026, Bryan K. Gathagan gave the Company notice that he preferred not to run for re-election to the Company’s Board of Directors (the “Board”) at the 2026 Annual Meeting of Stockholders. At a meeting of the Board held on April 7, 2026, Mr. Gathagan tendered his retirement from the Board effective April 15, 2026.

During the same April 7, 2026 meeting of the Board, Michael F. Brigham and Bobbi Jo Brockmann agreed not to stand for re-election as Director at the upcoming 2026 Annual Meeting of Stockholders, and tendered their resignations from the Board effective April 15, 2026. Mr. Brigham had served as President and CEO of the Company for more than 25 years (since February 2000) until his retirement on November 1, 2025. His service as a Director dates back to 1999. Ms. Brockman first joined the Company in January 2010, as Director of Sales and Marketing and had served as a Board member for the past 8 years and more. She continues to serve as the Company’s Vice President of Sales and Marketing.

(d)

At its April 7, 2026 meeting, the Board elected two new Directors to join the Board effective as of April 15, 2026, as follows:

Gilles Guillemette, DVM. Dr. Guillemette has more than 30 years of executive experience in animal health therapeutics. He has held executive positions at Elanco, Bayer, Henry Schein, Chewy, and Trupanion, where he had significant P&L responsibilities, led strategy, business development and finance functions, and managed regulated therapeutic operations. Dr. Guillemette is currently an Operating Partner at Archimed and earned his Doctor of Veterinary Medicine in Nantes, France. In his capacity as a Director of the Company, he will Chair a new Strategy & Technology Committee and serve on the Audit Committee.

Anthony DiMarco, Ph.D. Dr. DiMarco brings four decades of scientific leadership in human and animal health biologics companies. For 21 years, he was Vice President of R&D and Global Manufacturing at IDEXX where he developed new products and implemented productivity improvements. Previously, Dr. DiMarco spent 10 years in scientific roles at Abbott Laboratories. Dr. DiMarco serves as Chair of Educate Maine and received his Ph.D. in Microbiology from the University of Illinois. In his capacity as a Director of the Company, he will serve on the Compensation, Nominations, and Strategy & Technology Committees.

The Company is not aware of any transaction involving Dr. Guillemette or Dr. DiMarco requiring disclosure under Item 404(a) of Regulation S-K.

A copy of the press release announcing the election of Dr. Guillemette and Dr. DiMarco as Directors is furnished as Exhibit 99.1.

Item 8.01 Other Events.

The Company has posted to its website an Investor Presentation that provides an overview of the Company’s business and strategy, consistent with information and results reported in the Company’s Annual Report on Form 10-K filed on March 30, 2026.

Item 9.01. Exhibits.

(d) Exhibits.

99.1

Press Release of the Company dated April 13, 2026

99.2

Investor Presentation of the Company dated April 13, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 13, 2026

By:

/s/ Timothy C. Fiori

Timothy C. Fiori

Chief Financial Officer

Exhibit Index

Exhibit No.

Description

99.1

99.1 Press Release of the Company dated April 13, 2026

99.2

Investor Presentation of the Company dated April 13, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_945208.htm · Sequence: 2

ex_945208.htm

Exhibit 99.1

ImmuCell Bolsters its Innovation Strategy with Appointments of

Dr. Gilles Guillemette and Dr. Anthony DiMarco to the Board, and Moves to a Smaller Board of Independent Directors

For Immediate Release

PORTLAND, Maine – April 13, 2026 – ImmuCell Corporation (Nasdaq: ICCC) (“ImmuCell” or the “Company”), an animal health biologics company that develops and markets products to improve calf health and productivity, announced that Dr. Gilles Guillemette and Dr. Anthony DiMarco have been appointed to its Board of Directors, effective April 15, 2026. The Company also announced it is moving to a 7-person Board of Directors with six Independent Directors and the CEO, and that it will create a Strategy and Technology Committee of the Board of Directors.

Dr. Guillemette has more than 30 years of executive experience in animal health therapeutics. He has held executive positions at Elanco, Bayer, Henry Schein, Chewy, and Trupanion, where he had significant P&L responsibilities, led strategy, business development and finance functions, and managed regulated therapeutic operations. Dr. Guillemette is currently an Operating Partner at Archimed and earned his Doctor of Veterinary Medicine in Nantes, France. He will Chair the new Strategy and Technology Committee and serve on the Audit Committee.

Dr. DiMarco brings four decades of scientific leadership in human and animal health biologics companies. For 21 years, he was Vice President of R&D and Global Manufacturing at IDEXX where he developed new products and implemented productivity improvements. Previously, Dr. DiMarco spent 10 years in scientific roles at Abbott Laboratories. Dr. DiMarco serves as Chair of Educate Maine and received his Ph.D. in Microbiology from the University of Illinois. He will serve on the Compensation, Nominations, and Strategy & Technology Committees.

Dr. DiMarco said, “My first introduction was in helping ImmuCell develop a manufacturing yield improvement plan and I look forward to working with the team to consider opportunities to further develop hyperimmune colostrum technology and expand the First Defense® line.”

Mr. Guillemette added, “This is an exciting time to join the ImmuCell Board as the company develops and executes new innovation strategies to accelerate the growth of First Defense®.”

“Dr. Guillemette strengthens our board with expertise in animal health strategy and M&A, complemented by a veterinary background that will help us develop an innovation strategy based on clinical relevance,” commented Olivier te Boekhorst, President and Chief Executive Officer of ImmuCell. “Dr. DiMarco brings experience improving biological manufacturing processes and a track record of developing successful new animal health products. Joined by Gloria Basse and Kathy Turner, they will serve on our new Strategy and Technology Committee that will support management with strategic and technical expertise as we pursue opportunities to improve our yield, expand our capacity, and generate innovation-driven growth of First Defense®. We are also pleased to advance our corporate governance by moving to an independent board.”

The Company is moving to a 7-person Board of Directors with six Independent Directors and the CEO and gratefully acknowledges the many valuable contributions and dedicated service of Bryan Gathagan and non-independent members Michael Brigham and Bobbi Brockmann, who will retire from the Board effective April 15, 2026, and Timothy Fiori who will retire from the Board after the 2026 Annual Meeting. Ms. Brockmann and Mr. Fiori will continue their executive roles at the Company.

Effective April 15, 2026, the independent members of the Board of Directors of ImmuCell will be Dr. David Tomsche DVM (Chair), Ms. Gloria Basse, Dr. Anthony DiMarco Ph.D., Dr. Gilles Guillemette DVM, Ms. Kathy Turner, and Mr. Paul Wainman.

About ImmuCell

ImmuCell Corporation (Nasdaq: ICCC) is an animal health biologics company serving the dairy and beef industries with practical, science-based solutions that improve the survivability, health, and long-term performance of dairy and beef calves. The Company’s primary product line, First Defense®, provides Immediate Immunity™ through colostrum-derived, orally delivered antibodies against the principal viral and bacterial causes of scours, one of the most prevalent and deadly diseases in neonatal calves worldwide. The Annual Meeting of Stockholders of ImmuCell Corporation will be held remotely via a live audio webcast as well as by telephone conference call on Thursday, June 11, 2026 at 9:30 AM ET. Press releases and other information about the Company, including an updated Investor Presentation that provides an overview of the Company’s business, are available at http://www.immucell.com/investors.

Contacts: Olivier te Boekhorst, President and CEO

Timothy C. Fiori, Chief Financial Officer

ImmuCell Corporation

investor.relations@immucell.com

Joe Diaz, Robert Blum and Joe Dorame

Lytham Partners, LLC

iccc@lythampartners.com

EX-99.2 — EXHIBIT 99.2

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