UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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(State or other jurisdiction of incorporation) |
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area code
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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 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:
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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
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 March 23, 2022, ImmuCell Corporation (the "Company") entered into definitive agreements covering certain secured term credit facilities with Gorham Savings Bank in the aggregate additional principal amount of $2.0 million, bearing interest at the rate of 3.58% per annum. This new debt was blended together with the $4,233,956 in principal then outstanding under the Company’s mortgage note to create a new mortgage obligation in the amount of $6,233,956 that is subject to repayment on the basis of a 20-year amortization schedule payable over a 10-year term bearing interest at the blended rate of 3.53% per annum, under which a balloon payment of approximately $3,660,699 plus accrued interest would become due on March 11, 2032. The loan proceeds will be used to provide additional working capital. The Company also extended its $1 million line of credit agreement with Gorham Savings Bank that bears interest at a variable rate equal to the National Prime Rate plus 0.00% per annum through March 11, 2024. In connection with this financing, the bank debt covenant requiring a minimum debt service coverage ratio of 1.35 was reduced to 1.00 for the year ending December 31, 2022.
The credit facilities are 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 Gorham Savings Bank, would entitle the lender to accelerate the maturity of such debt and demand repayment in full.
The Allonge to and Amendment of the Term Note and the Mortgage Modification Agreement executed in connection with these credit facilities are attached as Exhibit 99.1 and Exhibit 99.2, respectively, 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 exhibits relating to Item 2.03 shall be deemed to be furnished, and not filed.
99.1 | Allonge to Amendment of Term Note | |
99.2 | Mortgage Modification Agreement |
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: March 24, 2022
IMMUCELL CORPORATION | ||
By: | /s/ Michael F Brigham | |
Michael F. Brigham | ||
President, Chief Executive Officer and Principal Financial Officer |
2
Exhibit Index
Exhibit No. | Description | |
EX-99.1 | Allonge to and Amendment of Term Note, dated March 23, 2022, between the Company and Gorham Savings Bank, amending the Term Note for $5,100,000 given by the Company to Gorham Savings Bank dated March 11, 2020. | |
EX-99.2 | Mortgage Modification Agreement, dated March 23, 2022, between the Company and Gorham Savings Bank, amending the Mortgage Deed dated March 11, 2020 executed by the Company in favor of Gorham Savings Bank. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
3
Exhibit 99.1
ALLONGE TO AND AMENDMENT OF TERM NOTE
Loan No. 8160005131
This Allonge to and Amendment of Term Note (this “Allonge”) refers to the loan evidenced by a Promissory Note (#8160005131) dated March 11, 2020 in the original amount of Five Million One Hundred Thousand and 00/100 Dollars ($5,100,000.00) (the “Note”) executed by ImmuCell Corporation, a Delaware corporation (“Borrower”) in favor of Gorham Savings Bank, a Maine banking corporation, having a place of business at 10 Wentworth Drive, Gorham, Maine 04038, (“Bank”).
In consideration of acceptance of this Allonge, the undersigned hereby agrees that the Note is hereby amended as follows:
A. | The current principal balance of the Note is increased by Two Million and 00/100 Dollars ($2,000,000.00) resulting in a principal balance owed upon execution of this Allonge in the amount of Six Million, Two Hundred Thirty-Three Thousand, Nine Hundred Fifty-Six and 37/100 Dollars ($6,233,956.37). |
B. | Upon execution of this Allonge, the Interest Rate shall be equal to 3.53% per annum. |
C. | The Borrower shall repay the Note, as amended by this Allonge, in equal consecutive monthly payments of $36,386.40 beginning on April 11, 2022, and continuing on the same day of each month thereafter, with all remaining principal and interest due and payable on March __, 2032, ten (10) years from the date hereof. For the avoidance of confusion, the “Payment Amount” under the Note, as amended by this Allonge, shall mean $36,386.40 and the “Maturity Date” shall mean March 23, 2032. |
D. | Monthly principal and interest is based on a 240-month amortization schedule. |
The Borrower hereby warrants and represents to Bank that it is now indebted to Bank on account of the Note, together with interest thereon, as said Note is amended hereby. The Borrower hereby certifies to Bank that the indebtedness evidenced by the Note, and as amended hereby, shall be and hereby is the same indebtedness evidenced by said original Note and that this Allonge represents an amendment and renewal to the original indebtedness evidenced by the Note and not a novation thereof.
The Borrower hereby ratifies and reaffirms that all other collateral documents securing the Note are and will continue to be security for the Note as amended hereby.
Except as set forth herein, each of the terms, conditions, and provisions of the Note shall remain in full force and effect and the Borrower shall remain fully liable thereunder.
Dated this 23rd day of March, 2022.
ImmuCell Corporation | ||||
/s/ Ryan F. Kelley | By: | /s/ Michael F. Brigham | ||
Witness | Name: | Michael F. Brigham | ||
Its: | President & CEO |
Accepted by Gorham Savings Bank | ||
By: | /s/ Nicholas Weightman | |
Name: | Nicholas Weightman | |
Its: | Senior Vice President |
Exhibit 99.2
MORTGAGE
MODIFICATION AGREEMENT
This Mortgage Modification Agreement will be recorded and made a part of a certain Mortgage Deed (the “Mortgage”) dated March 11, 2020, and recorded in the Cumberland County Registry of Deeds in Book 36500, Page 77, and executed by Michael F. Brigham in his capacity as President and CEO of ImmuCell Corporation (“Grantor”) in favor of Gorham Savings Bank (“Grantee”).
WHEREAS, the Mortgage secures the payment of a Term Note dated March 11, 2020, in the original principal sum of Five Million One Hundred Thousand and 00/100 Dollars ($5,100,000.00) executed by Grantor in favor of Grantee (the “Note”), of which Four Million Two Hundred Thirty-Three Thousand Nine Hundred Fifty-Six and 37/100 Dollars ($4,233,956.37) in principal remains outstanding;
WHEREAS, the Note is further secured by an Assignment of Leases and Rents by the Grantor in favor of the Grantee dated March 11, 2020 (the “Assignment”), and
WHEREAS, the Grantee has agreed to advance an additional Two Million and 00/100 Dollars ($2,000,000.00) to Grantor and the principal amount of the Note shall be increased accordingly to Six Million Two Hundred Thirty-Three Thousand Nine Hundred Fifty-Six and 37/100 Dollars ($6,233,956.37) by an Allonge and Amendment of even date herewith (the “Allonge”).
NOW, THEREFORE, it is hereby agreed that the Mortgage and the Assignment shall continue to secure the Note, as amended by the Allonge, in the increased principal amount of Six Million, Two Hundred Thirty-Three Thousand, Nine Hundred Fifty-Six and 37/100 Dollars ($6,233,956.37).
In all other respects both the aforesaid Mortgage and the Assignment shall remain in full force and effect and not be amended unless by further written agreement signed by the parties.
IN WITNESS WHEREOF, this Mortgage Modification Agreement has been duly executed by the parties hereto as of the 23rd day of March, 2022.
ImmuCell Corporation | ||
/s/ Ryan F. Kelley | /s/ Michael F. Brigham | |
Witness | By: Michael F. Brigham | |
Its: President & CEO |
STATE OF MAINE | |
COUNTY OF CUMBERLAND | March 23, 2022 |
Personally appeared before me, Michael F. Brigham, in his capacity as President and CEO of ImmuCell Corporation, and acknowledged the foregoing to be his free act and deed in his said capacity and the free act and deed of ImmuCell Corporation.
/s/ Karen L. Knights | |
Notary Public | |
Printed Name: Karen L. Knights | |
My Commission Expires: May 23, 2025 |
ACCEPTED BY: | GORHAM SAVINGS BANK | |
/s/ Ryan F. Kelley | /s/ Nicholas Weightman | |
Witness | By: Nicholas Weightman | |
Its: Senior Vice President |
STATE OF MAINE | |
COUNTY OF CUMBERLAND | March 23, 2022 |
Personally appeared before me, Nicholas Weightman, in his capacity as Senior Vice President of Gorham Savings Bank, and acknowledged the foregoing to be his free act and deed in his said capacity and the free act and deed of said Bank.
/s/ Karen L. Knights | |
Notary Public | |
Printed Name: Karen L. Knights | |
My Commission Expires: May 23, 2025 |
Cover |
Mar. 24, 2022 |
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Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Mar. 24, 2022 |
Entity File Number | 001-12934 |
Entity Registrant Name | ImmuCell Corporation |
Entity Central Index Key | 0000811641 |
Entity Tax Identification Number | 01-0382980 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 56 Evergreen Drive |
Entity Address, City or Town | Portland |
Entity Address, State or Province | ME |
Entity Address, Postal Zip Code | 04103 |
City Area Code | 207 |
Local Phone Number | 878-2770 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, $0.10 par value per share |
Trading Symbol | ICCC |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
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