Form 8-K IMMUCELL CORP /DE/ For: Jun 30



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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: June 30, 2021

(Date of earliest event reported)

 

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 Number)

 

56
Evergreen Drive
Portland, Maine

 

04103

(Address of principal executive offices)   (Zip Code)

 

207-878-2770

(Registrant’s
telephone number, including area code)

 

Check the
appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any
of the following provisions:

 

Written
communications pursuant to Rule 425 under the Securities Act

 

Soliciting
material pursuant to Rule 14a-12 under the Exchange Act

 

Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act

 

Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities
registered pursuant to Section 12(b) of the Exchange Act: NONE

 

Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act or Rule 12b-2 of the
Exchange Act:

 

Emerging
growth company ☐

 

 


 

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
June 30, 2021, ImmuCell Corporation (the “Company”) executed definitive agreements covering a loan from the Maine Technology
Institute (MTI) in the aggregate principal amount of $400,000. No principal payments are due until September 2023, and the note bears
no interest until July 2023, at which time principal and interest payments are due quarterly at a fixed rate of 5% per annum based on
a 5.5-year amortization schedule until December 2028.  

 

The
proceeds from the loan are to be used to support, in part, the Company’s investments to increase its production capacity for the
First Defense® product line, to complete the development of Re-Tain™ and to bring the formulation
and aseptic filling services for Re-Tain™ in-house.

 

The
credit facility is unsecured and subordinated to the Company’s indebtedness to Gorham Savings Bank, which senior indebtedness is
secured by mortgages and security interests with respect to substantially all of the Company’s assets. The Company’s failure
to make timely payments of principal and interest, or otherwise to comply with the terms of its agreements with MTI, would entitle MTI
to accelerate the maturity of such debt and demand repayment in full.  

 

The
Note Purchase Agreement and the Subordinated Promissory Note executed in connection with this credit facility are attached as Exhibit
99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K.

 

Item
9.01 – Financial Statements and Exhibits.

 

(d)          
Exhibits.

 

 


 

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.

 

Dated: July 6, 2021 IMMUCELL CORPORATION
     
  By: /s/ Michael F Brigham
    Michael F. Brigham
    President, Chief Executive Officer and
    Principal Financial Officer

 


 

Exhibit
Index

 

 

 

3

EXHIBIT
99.1

 

NOTE
PURCHASE AGREEMENT

 

This
Note Purchase Agreement, (“Agreement”), is made as of June 30, 2021, by and between the Maine Technology Institute,
a non-profit corporation organized under the laws of the State of Maine (“Holder”), and ImmuCell Corporation, a Corporation
organized under the laws of the State of Delaware, Federal tax identification number 01-0382980 (“Company”)
(collectively referred to as the “Parties”).

 

 

1.1 MTI.
Holder was established by the Maine Legislature to stimulate and support research and development
activity leading to the commercialization of new products and services to enhance the competitive
position of Maine’s technology- intensive industrial sectors, and thereby promote economic
development and job creation. Holder’s goal is to contribute to the long-term development
of a statewide research, development, and product deployment infrastructure, thereby enhancing
the competitive position of Maine’s technology intensive industries, while supporting
clusters of industrial activity and creating jobs for Maine people.
     
1.2 Investment
Program
. To achieve these goals, Holder makes loans to and equity investments in qualifying
companies under the Maine Technology Institute Investment Program.
     
1.3 Project
Application
. The Company has submitted a loan application (“Application”)
to Holder to cost-share a project that will stimulate the commercialization of a new product
or service, stimulate the formation and growth of technology businesses, increase Maine’s
capacity for technology-based companies and services, address gaps in the technology-related
business infrastructure, or create and support an integrated targeted-industry cluster enhancing
the competitive position of those industries in Maine (“Project”).
     
1.4 Agreement
Purpose
. The Parties, in reliance upon the representations, warranties and covenants
contained in the Application and in this Agreement, enter into this Agreement in order to
promote these mutual interests.

 

 

2.1 Consideration.
For valuable and sufficient consideration received and to be received, including, but not
limited to, performance of the Parties’ respective obligations under this Agreement,
the Parties have entered into this Agreement.

 

 

3.1 Effective
and Termination Dates
. The term of this Agreement shall commence on the Effective Date,
which is the same as the Effective Date of the Note and shall terminate on the earlier of
the following events (“Termination Date”):
     
3.1.1 Full
repayment of all outstanding Note balances under this Agreement by the Company; or

 


 

3.1.2 A
declaration by Holder that all outstanding Obligations payable by Company must be repaid
immediately following an Event of Default under Appendix B Note Section 4(ii), “Rights
of Holder Upon Default,” and following the…



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