8-K

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 14, 2018
(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)

Not Applicable
(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 obligations 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))

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 5.03 Amendment to Certificate of Incorporation

On June 18, 2018, the Company filed an amendment to its Certificate of Incorporation with the State of Delaware reflecting an increase in the Company’s authorized common stock to 11,000,000 shares. The Amendment to the Certificate of Incorporation is filed herewith as Exhibit 3.1.

Item 5.07. Submission of Matters to a Vote of Security Holders

The 2018 Annual Meeting of Stockholders of ImmuCell Corporation (the Company) was held at the Company’s office at 56 Evergreen Drive, Portland, Maine 04103 on Thursday, June 14, 2018, at 3:00 p.m. Eastern Time, for the following purposes:

1. To elect to one-year terms as Directors of the Company the nominees listed in the Company’s Proxy Statement dated April 30, 2018.

2. To approve a nonbinding advisory resolution on the Company’s executive compensation program.

3. To approve an amendment to the Company’s Certificate of Incorporation.

4. To ratify the Audit Committee’s selection of RSM US LLP as the Independent Registered Public Accounting Firm of the Company for the year ending December 31, 2018.

At the Annual Meeting, there were present in person or by proxy 5,008,295.8 shares of the Company’s common stock, representing 91.4% of the total outstanding eligible votes. The final voting results for each proposal are as follows:

1. To elect to one-year terms as Directors of the Company the nominees listed in the Company’s Proxy Statement dated April 30, 2018:

	For		Withheld		Broker non-votes
Michael F. Brigham		2,701,804.8		180,520		2,125,971
Bobbi Jo Brockmann		2,701,472.8		180,852		2,125,971
David S. Cunningham		2,703,083.8		179,241		2,125,971
Steven T. Rosgen		2,870,091.8		12,233		2,125,971
Jonathan E. Rothschild		2,683,464.8		198,860		2,125,971
David S. Tomsche		2,501,175.8		381,149		2,125,971
Paul R. Wainman		2,703,664.8		178,660		2,125,971

On the basis of this vote, each of the seven nominees were elected to one-year terms as Directors of the Company.

2. To approve a nonbinding advisory resolution on the Company’s executive compensation program:

For		Against		Abstain		Broker non-votes
	2,844,484		28,491		9,349.8		2,125,971

98.7% of the shares voting on this item voted in favor. On the basis of this vote, the nonbinding advisory resolution on the Company’s executive compensation plan was approved.

3. To approve an amendment to the Company’s Certificate of Incorporation increasing the Company’s authorized common stock to 11,000,000 shares:

For		Against		Abstain
	4,428,926.8		558,794		20,575

88.4% of the shares voting on this item, and 80.8% of the Company’s outstanding shares, voted in favor. On the basis of this vote, the amendment to the Company’s Certification of Incorporation was approved.

4. To ratify the Audit Committee’s selection of RSM US LLP as the Independent Registered Public Accounting Firm of the Company for the year ending December 31, 2018:

For		Against		Abstain
	4,995,713.8		2,645		9,937

99.7% of the shares voting on this item voted in favor. On the basis of this vote, the Audit Committee’s selection of RSM US LLP as the Independent Registered Accounting Firm of the Company for the year ending December 31, 2018 was ratified.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 3.1 Certificate of Amendment of Certificate of Incorporation of ImmuCell Corporation filed with the Secretary of the State of Delaware on June 18, 2018.

1

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: June 18, 2018	IMMUCELL CORPORATION
	By:	/s/ Michael F. Brigham
		President, Chief Executive Officer
		and Principal Financial Officer

2

Exhibit Index

Exhibit No.	Description of Exhibit
3.1	Certificate of Amendment of Certificate of Incorporation of ImmuCell Corporation, filed with the Secretary of State of Delaware on June 18, 2018

3

EX-3.1

Exhibit 3.1

Delaware

The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “IMMUCELL CORPORATION”, FILED IN THIS OFFICE ON THE EIGHTEENTH DAY OF JUNE, A.D. 2018, AT 12:51 O’CLOCK P.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

2117088 8100 SR# 20185210180


Authentication: 202904101
Date: 06-18-18

You may verify this certificate online at corp.delaware.gov/authver.shtml

State of Delaware Secretary of State Division of Corporations Delivered 12:51 PM 06/18/2018 FILED 12:51 PM 06/18/2018 SR 20185210180 - File Number 2117088	CERTIFICATE OF AMENDMENT OF CERTIFICAIE OF INCORPORATION
	OF IMMUCELL CORPORATION

IMMUCELL CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That resolutions of the Board of Directors of ImmuCell Corporation were duly adopted setting forth a proposed amendment to the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and directing that said amendment be considered at the next annual meeting of the stockholders of said corporation. The resolution setting forth the proposed amendment is as follows:

RESOLVED:	That this Board of Directors hereby declares it advisable that the Certificate of Incorporation of the Corporation be amended by deleting paragraph FOURTH thereof in its entirety and substituting therefore the following:
	“FOURTH. The total number of shares which the corporation shall have authority to issue is 11,000,000 shares of common stock with a par value of $0.10 per share.”
	and that the foregoing proposed amendment be considered at the next annual meeting of the stockholders of the Corporation.

SECOND: That thereafter, an annual meeting of the stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of aforesaid amendment.

THIRD: That said amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, ImmuCell Corporation has caused this Certificate to be signed by Michael F. Brigham, its President and Secretary, this 18^th day of June, 2018.

IMMUCELL CORPORATION
By:	/s/ Michael F. Brigham
	Michael F. Brigham
	President and Secretary