UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report: February 18, 2020
(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 | (Commission File Number) | (IRS Employer | ||
| of incorporation) | 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)) |
Securities registered pursuant to Section 12(b) of the Act: None
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 2.02. Results of Operations and Financial Condition
On February 19, 2020 ImmuCell Corporation (the “Company”) issued a press release announcing a correction to its unaudited loss per share calculation for the fourth quarter ended December 31, 2019 from ($0.06) to ($0.04). The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information 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 2.02 shall be deemed to be furnished, and not filed:
| 99.1 | Press Release of ImmuCell Corporation dated February 19, 2020. |
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: February 19, 2020 | By: | /s/ Michael F. Brigham |
| Michael F. Brigham | ||
| President, Chief Executive Officer and Principal Financial Officer |
||
2
Exhibit Index
|
Exhibit No. |
Description | |
| 99.1 | Press Release of ImmuCell Corporation dated February 19, 2020 |
3
Exhibit 99.1
ImmuCell
ImmuCell
Announces Correction to its Reported Unaudited Loss
Per Share from ($0.06) to ($0.04) for the Quarter Ended December 31, 2019
For Immediate Release
PORTLAND, Maine – February 19, 2020 – 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 announced a correction to its unaudited loss per share calculation for the fourth quarter ended December 31, 2019.
The unaudited weighted average shares outstanding was incorrectly reported as 5,408,000 resulting in a loss per share calculation of ($0.06). The corrected unaudited weighted average shares outstanding is 7,210,000 resulting in a loss per share calculation of ($0.04).
| ● | Net loss was ($310,000), or ($0.04) per share, during the fourth quarter of 2019 in comparison to net loss of ($1,052,000), or ($0.19) per share, during the fourth quarter of 2018. |
Conference Call:
Interested parties can access a replay of the February 19, 2020 teleconference held by the Company by dialing (877) 344-7529
(toll free) or (412) 317-0088 (international), utilizing confirmation #10138781 until February 26, 2020. Investors are encouraged
to review the Company’s updated Corporate Presentation slide deck that provides an overview of the Company’s business
and is available under the “Investors” tab of the Company’s website at www.immucell.com, or by request to the
Company. The Company expects to file its Annual Report on Form 10-K on or about March 27, 2020.
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 markets First Defense®, providing Immediate
Immunity™ to newborn dairy and beef livestock, and is in the late stages of developing Re-Tain™, a novel
treatment for subclinical mastitis without a milk discard requirement 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