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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Item 1.01. Entry into a Material Definitive Agreement
On June 11, 2024, ImmuCell Corporation (the “Company”) and TVP, LLC (the “Landlord”) entered into a Fourth Amendment of Lease (the “Lease Amendment”), which Lease Amendment amends that certain Indenture of Lease, dated September 12, 2019 (as amended to date, the “Lease Agreement”), by and between the Company and the Landlord with respect to certain property leased by the Company from the Landlord located at 175 Industrial Way in Portland, Maine (the “Leased Premises”).
The Lease Amendment revises payment terms set forth in the Lease Agreement for amounts due by the Company to the Landlord with respect to certain tenant improvements on the Leased Premises. Pursuant to the Lease Amendment, in lieu of a one-time rent payment of $488,743 previously due in July of 2024, the Company will now make additional monthly rent payments of $20,000 from July of 2024 through December of 2024 and a one-time payment of $368,743 in January of 2025.
The forgoing description of the Lease Amendment is qualified in its entirety by reference to the Lease Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by this reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information included in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 of this Current Report on Form 8-K by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 10.1 | Fourth Amendment of Indenture of Lease for Premises Located in Portland, Maine between the Company and TVP, LLC dated as of June 11, 2024. | |
| 104 | Cover Page Interactive Data File |
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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: June 14, 2024 | By: | /s/ Michael F. Brigham |
| Michael F. Brigham | ||
| President, Chief Executive Officer and Principal Financial Officer | ||
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Exhibit Index
| Exhibit No. | Description | |
| 10.1 | Fourth Amendment of Indenture of Lease for Premises Located in Portland, Maine between the Company and TVP, LLC dated as of June 11, 2024. | |
| 104 | Cover Page Interactive Data File |
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Exhibit 10.1
FOURTH AMENDMENT OF LEASE
This is a Fourth Amendment of Lease (this “Amendment”) dated as of this 11th day of June 2024, by and between TVP, LLC, with a mailing address of P.O. Box 66749, Falmouth, Maine 04105 (hereinafter the “Landlord”), and ImmuCell Corporation with a mailing address of 56 Evergreen Drive, Portland, Maine 04103 (hereinafter the “Tenant”).
WHEREAS, the parties entered into an Indenture of Lease dated September 12, 2019, as amended by First Amendment of Lease dated June 15, 2020, as further amended by a Second Amendment of Lease dated August 15, 2022, as further amended by a letter agreement dated April 6, 2023, as further amended by a Third Amendment of Lease dated November 13, 2023, (collectively, the “Original Lease”); and,
WHEREAS, the parties now wish to amend the Original Lease to adjust the Tenant’s payback for the funding for the certain Tenant improvement to the Demised Premises;
NOW THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree that the Lease is hereby amended as follows:
1. Capitalized terms not defined in this Amendment shall have the meaning ascribed to them in the Original Lease. The Original Lease, as amended by this Amendment, is the “Lease”.
2. In lieu of the Tenant’s payment of $488,743.00, due July 1, 2024, Landlord has agreed to accept payment as follows:
Payments for Tenant Improvements
| Date | Amount | |||
| July 1, 2024 | $ | 20,000.00 | ||
| August 1, 2024 | $ | 20,000.00 | ||
| September 1, 2024 | $ | 20,000.00 | ||
| October 1, 2024 | $ | 20,000.00 | ||
| November 1, 2024 | $ | 20,000.00 | ||
| December 1, 2024 | $ | 20,000.00 | ||
| January 1, 2025 | $ | 368,743.00 | ||
For avoidance of doubt, the amounts set forth above are in addition to all other amounts due under the Lease.
3. All payments are due without demand or offset, on or before the first day of the month, and all other Rent payments due under the Lease must be kept current, or this Amendment becomes null and void.
In all other respects, the terms and conditions of the Lease are hereby ratified and affirmed.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals on the day and year first above written.
| LANDLORD: TVP, LLC |
| Witness: | /s/ Karen Twohig | By: | /s/ Richard McGoldrick | |
| Richard McGoldrick, Manager |
| TENANT: | |
| ImmuCell Corporation |
| Witness: | /s/ Jennifer Turkewitz | By: | /s/Michael Brigham | |
| Michael Brigham, Duly Authorized |
Cover |
Jun. 11, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jun. 11, 2024 |
| 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 |