UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

001-12934

(Commission file number)

ImmuCell Corporation

(Exact name of registrant as specified in its charter)

Delaware

01-0382980

(State of Incorporation)

(I.R.S. Employer

Identification No.)

56 Evergreen Drive, Portland, ME		04103
(Address of principal executive office)		(Zip Code)

(207) 878-2770

(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, $0.10 par value per share

ICCC

The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the registrant’s common stock outstanding as of October 30, 2024 was 8,911,589.

ImmuCell Corporation

TABLE OF CONTENTS

September 30, 2024

PART I: FINANCIAL INFORMATION

ITEM 1.	Unaudited Financial Statements

	Balance Sheets as of September 30, 2024 and December 31, 2023	1

	Statements of Operations during the three-month and nine-month periods ended September 30, 2024 and 2023	2

	Statements of Stockholders’ Equity during the three-month and nine-month periods ended September 30, 2024 and 2023	3

	Statements of Cash Flows during the nine-month periods ended September 30, 2024 and 2023	4-5

	Notes to Unaudited Financial Statements	6-26

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27-47

ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	47

ITEM 4.	Controls and Procedures	47

PART II: OTHER INFORMATION

ITEM 1 THROUGH 6.		48-58

	Signature	59

ImmuCell Corporation

Part 1. FINANCIAL INFORMATION

ITEM 1. UNAUDITED FINANCIAL STATEMENTS

BALANCE SHEETS

(Unaudited)

	As of September 30, 2024			As of December 31, 2023

ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	3,808,633		$	978,741
Trade accounts receivable		2,307,913			2,185,383
Inventory		7,460,452			7,811,841
Prepaid expenses and other current assets		310,488			493,885
Total current assets		13,887,486			11,469,850

Property, plant and equipment, net		25,820,333			27,575,683
Operating lease right-of-use asset		4,592,718			4,571,149
Goodwill		95,557			95,557
Intangible assets, net		23,880			38,208
Other assets		28,899			57,655
TOTAL ASSETS	$	44,448,873		$	43,808,102

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of debt obligations	$	1,479,058		$	1,428,807
Current portion of operating lease liability		482,244			644,276
Accounts payable and accrued expenses		2,504,535			2,124,337
Total current liabilities		4,465,837			4,197,420

LONG-TERM LIABILITIES:
Debt obligations, net of current portion		9,422,961			10,540,496
Operating lease liability, net of current portion		4,148,404			4,077,109
Total long-term liabilities		13,571,365			14,617,605

TOTAL LIABILITIES		18,037,202			18,815,025

CONTINGENT LIABILITIES AND COMMITMENTS (See Note 11)

STOCKHOLDER’ EQUITY:
Common stock, $0.10 par value per share, 15,000,000 and 15,000,000 shares authorized, 8,896,398 and 7,814,165 shares issued and 8,833,097 and 7,750,864 shares outstanding, as of September 30, 2024 and December 31, 2023, respectively.		889,641			781,417
Additional paid-in capital		40,338,793			36,357,239
Accumulated deficit		(14,678,281	)		(12,007,097	)
Treasury stock, at cost, 63,301 shares as of both September 30, 2024 and December 31, 2023		(138,482	)		(138,482	)
TOTAL STOCKHOLDERS’ EQUITY		26,411,671			24,993,077

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	44,448,873		$	43,808,102

The accompanying notes are an integral part of these unaudited financial statements.

ImmuCell Corporation

STATEMENTS OF OPERATIONS

(Unaudited)

	During the Three-Month Periods Ended September 30,						During the Nine-Month Periods Ended September 30,
	2024			2023			2024			2023

Product sales	$	6,011,573		$	5,396,500		$	18,742,040		$	12,375,708
Costs of goods sold		4,428,019			4,129,619			13,632,642			9,764,164
Gross margin		1,583,554			1,266,881			5,109,398			2,611,544

Product development expenses		786,136			1,118,489			3,079,189			3,328,397
Sales and marketing expenses		844,045			817,486			2,629,925			2,416,701
Administrative expenses		528,267			514,952			1,661,838			1,611,026
Operating expenses		2,158,448			2,450,927			7,370,952			7,356,124

NET OPERATING LOSS		(574,894	)		(1,184,046	)		(2,261,554	)		(4,744,580	)

Other expenses (income), net		125,456			(244,275	)		405,610			(113,092	)

LOSS BEFORE INCOME TAXES		(700,350	)		(939,771	)		(2,667,164	)		(4,631,488	)

Income tax expense		1,340			229			4,020			3,279

NET LOSS	$	(701,690	)	$	(940,000	)	$	(2,671,184	)	$	(4,634,767	)

Basic weighted average common shares outstanding		8,164,423			7,746,864			7,908,425			7,746,864
Basic net loss per share	$	(0.09	)	$	(0.12	)	$	(0.34	)	$	(0.60	)
Diluted weighted average common shares outstanding		8,164,423			7,746,864			7,908,425			7,746,864
Diluted net loss per share	$	(0.09	)	$	(0.12	)	$	(0.34	)	$	(0.60	)

The accompanying notes are an integral part of these unaudited financial statements.

ImmuCell Corporation

STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

	Common Stock									Treasury Stock
	Shares		Amount		Additional paid-in capital		Accumulated Deficit			Shares		Amount			Total Stockholders’ Equity
During the Three-Month Period Ended September 30, 2024:
BALANCE,
June 30, 2024		7,896,381	$	789,639	$	36,780,897	$	(13,976,591	)		63,301	$	(138,482	)	$	23,455,463
Net loss		—		—		—		(701,690	)		—		—			(701,690	)
At-The-Market Offering of common stock, net of $110,838 of offering costs		1,000,017		100,002		3,480,339		—			—		—			3,580,341
Stock-based compensation		—		—		77,557		—			—		—			77,557
BALANCE,
September 30, 2024		8,896,398	$	889,641	$	40,338,793	$	(14,678,281	)		63,301	$	(138,482	)	$	26,411,671

During the Three-Month Period Ended September 30, 2023:
BALANCE,
June 30, 2023		7,814,165	$	781,417	$	36,150,137	$	(9,927,266	)		67,301	$	(147,233	)	$	26,857,055
Net loss		—		—		—		(940,000	)		—		—			(940,000	)
Stock-based compensation		—		—		96,434		—			—		—			96,434
BALANCE,
September 30, 2023		7,814,165	$	781,417	$	36,246,571	$	(10,867,266	)		67,301	$	(147,233	)	$	26,013,489

During the Nine-Month Period Ended September 30, 2024:
BALANCE,
December 31, 2023		7,814,165	$	781,417	$	36,357,239	$	(12,007,097	)		63,301	$	(138,482	)	$	24,993,077
Net loss		—		—		—		(2,671,184	)		—		—			(2,671,184	)
At-The-Market Offering of common stock, net of $275,640 of offering costs		1,082,233		108,224		3,724,866		—			—		—			3,833,090
Stock-based compensation		—		—		256,688		—			—		—			256,688
BALANCE,
September 30, 2024		8,896,398	$	889,641	$	40,338,793	$	(14,678,281	)		63,301	$	(138,482	)	$	26,411,671

During the Nine-Month Period Ended September 30, 2023:
BALANCE,
December 31, 2022		7,814,165	$	781,417	$	35,978,364	$	(6,232,499	)		67,301	$	(147,233	)	$	30,380,049
Net loss		—		—		—		(4,634,767	)		—		—			(4,634,767	)
Stock-based compensation		—		—		268,207		—			—		—			268,207
BALANCE,
September 30, 2023		7,814,165	$	781,417	$	36,246,571	$	(10,867,266	)		67,301	$	(147,233	)	$	26,013,489

The accompanying notes are an integral part of these unaudited financial statements.

ImmuCell Corporation

STATEMENTS OF CASH FLOWS

(Unaudited)

	During the Nine-Month Periods Ended September 30,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,671,184	)	$	(4,634,767	)
Adjustments to reconcile net loss to net cash provided by (used for) operating activities:
Depreciation		1,999,005			2,027,788
Amortization of intangible assets		14,328			14,328
Amortization of debt issuance costs and debt discounts		31,859			12,525
Stock-based compensation		256,688			268,207
Loss on disposal of property, plant and equipment		14,557			8,099
Non-cash rent (benefit) expense		(112,306	)		95,881
Changes in:
Trade accounts receivable		(122,530	)		(105,985	)
Inventory		351,389			(1,347,124	)
Prepaid expenses and other current assets		183,397			(201,211	)
Other assets		28,756			6,587
Accounts payable and accrued expenses		386,995			(95,493	)
Net cash provided by (used for) operating activities		360,954			(3,951,165	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment		(269,509	)		(1,811,169	)
Prepaid expenses and other current assets		—			(115,127	)
Proceeds from sale of property, plant and equipment		4,500			2,474
Net cash used for investing activities		(265,009	)		(1,923,822	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt issuance

SEC Form 10-Q filed by ImmuCell Corporation