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: April 11, 2019
(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 1.01 Entry Into a Material Definitive Agreement.
On April 11, 2019, the Company entered into an Amended and Restated Incentive Compensation Agreement with Ms. Bobbi Jo Brockmann (its Vice President of Sales and Marketing) setting forth a potential variable compensation payment of $100,000 (payable in two installments of $50,000 each) which may be earned based on achieving FDA approval of Re-Tain™, and the potential to earn up to $22,500 and up to 20,000 stock options (exercisable at the fair market value of the Company’s common stock as of the date of grant of such options) based on the achievement of certain sales performance objectives in 2019.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Amended and Restated Incentive Compensation Agreement with Ms. Bobbi Jo Brockmann, dated April 11, 2019. |
| 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.
| IMMUCELL CORPORATION | ||
| Date: April 12, 2019 | By: | /s/ Michael F. Brigham |
| Michael F. Brigham | ||
| President and Chief Executive Officer | ||
| 2 |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Amended and Restated Incentive Compensation Agreement with Ms. Bobbi Jo Brockmann, dated April 11, 2019. |
| 3 |
Exhibit 99.1
AMENDED AND RESTATED INCENTIVE COMPENSATION AGREEMENT
This Amended and Restated Incentive Compensation Agreement, dated as of April 11, 2019, is by and between ImmuCell Corporation, a Delaware corporation (the “Company”) and Bobbi Jo Brockmann (the “Executive”), and replaces and supersedes in its entirety the Incentive Compensation Agreement, dated as of March 6, 2017, between the Company and the Executive.
WITNESSETH:
WHEREAS, the Company wishes to provide to the Executive additional incentive compensation opportunities in order to induce the Executive to remain in the Company’s employ and to further incentivize her to continue her leadership efforts toward increasing sales of the First Defense® product line and implementing the successful commercialization of Re-Tain™; and
WHEREAS, the Executive, in partial consideration of such potential additional compensation, is willing to agree to expand the obligations set forth in the Agreement in Connection with Employment by ImmuCell Corporation, dated as of November 15, 2009, between the Company and the Executive;
NOW, THEREFORE, in consideration of the mutual promises of the parties contained herein and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. Incentive Compensation.
(a) The Company agrees to pay to the Executive (i) $50,000 upon the sale by the Company of any doses of Re-Tain™ within twelve (12) months after receipt by the Company of all necessary regulatory approvals to sell Re-Tain™ in the United States, and (ii) an additional $50,000 (if the amount contemplated by clause (i) has been paid to the Executive) on the date that is twenty-four (24) months after receipt by the Company of all necessary regulatory approvals to sell Re-Tain™ in the United States; provided, however, that such payments shall be due and payable only if the Executive is employed by the Company at the applicable payment date. Such payments shall be subject to all required tax withholdings.
In addition, if the Company undergoes a Change of Control or sells or licenses all or substantially all of the rights to manufacture and sell Re-Tain™, and at the time of such Change of Control, sale or license the Executive is an employee of the Company, the Company will make the payments to the Executive described in the first paragraph of this Section 1(a). For purposes hereof, “Change of Control” means (a) the sale of all or substantially all of the Company’s assets, or (b) the sale or issuance of capital stock of the Company, in a single transaction or series of related transactions, or a merger, consolidation or similar transaction to which the Company is party, the result of which is one or more persons or entities acting together directly or indirectly acquiring a majority of the outstanding capital stock of the Company or of the surviving or resulting entity in such transaction. For purposes hereof, a license of all or substantially all of the rights to manufacture and sell Re-Tain™ shall not include a transaction in which the Company continues to perform manufacturing services to or for the benefit of the licensee.
(b) In addition to the incentive compensation potentially payable to the Executive pursuant to Section 1(a) hereof, the Company will pay and, if applicable, issue to the Executive, not later than February 28, 2020, the amount of cash (up to $22,500), and if applicable, incentive stock options (up to 20,000 shares) earned if certain sales objectives are achieved pursuant to the bonus payout schedule set forth in Exhibit A; provided, however, that such payments and issuances shall be due and payable or issuable only if the Executive is employed by the Company at the applicable payment and issuance date. Such payments shall be subject to all required tax withholdings and, in the case of incentive stock options, to execution of standard Company documentation in accordance with the Company’s incentive stock option plan.
2. Non-Solicitation. The Executive agrees, during the period in which she is employed by the Company and for one (1) year thereafter, not to solicit, or assist or induce any other person or entity in the soliciting, any person who at that time is (or within the preceding ninety (90) days was) an employee of, or a consultant or independent contractor to, the Company to leave his or her employment, consultancy or independent contractor status with the Company.
| IMMUCELL CORPORATION | ||
| By: | /s/ Michael F. Brigham | |
| Michael F. Brigham,
its President | ||
| /s/ Bobbi Jo Brockmann | ||
| Bobbi Jo Brockmann | ||