iccc20260801

iccc20260801_10q.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2026

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

For the transition period from _________________ to _____________________

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 July 31, 2026 was 9,082,197.

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ImmuCell Corporation

TABLE OF CONTENTS

June 30, 2026

Forward-Looking Statements

PART I: FINANCIAL INFORMATION

ITEM 1.	Condensed Unaudited Financial Statements	2
	Condensed Balance Sheets as of June 30, 2026 and December 31, 2025	2
	Condensed Statements of Income for the three and six months ended June 30, 2026 and 2025	3
	Condensed Statements of Stockholders’ Equity for the three and six months ended June 30, 2026 and 2025	4
	Condensed Statements of Cash Flows for the six months ended June 30, 2026 and 2025	5-6
	Notes to Condensed Unaudited Financial Statements	7-15

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16-20

ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	20

ITEM 4.	Controls and Procedures	20

PART II: OTHER INFORMATION

ITEM 1.	Legal Proceedings	21

ITEM 1A.	Risk Factors	21

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21

ITEM 3.	Defaults Upon Senior Securities	21

ITEM 4.	Mine Safety Disclosures	21

ITEM 5.	Other Information	21

ITEM 6.	Exhibits	21

	Signature	22

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Forward-Looking Statements

This Quarterly Report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements do not relate strictly to historical or current facts and often use words such as “expects,” “may,” “anticipates,” “aims,” “intends,” “would,” “could,” “should,” “will,” “plans,” “believes,” “estimates,” “targets,” “projects,” “forecasts,” “seeks,” “goal,” and similar expressions. Such statements include, but are not limited to, statements relating to:

●	our business plans, goals and strategies;
●	projections of future financial and operational performance, expense ratios and margins;
●	future demand for our products, including the First Defense^® product line;
●	the sequence, duration, costs and goals of our program to repurpose our former Re-Tain^®facility;
●	equipment for First Defense^®production; and cost recoveries on Re-Tain^® equipment no longer in service;
●	the scope, timing, and cost of ongoing and future product development and commercialization, including further investigational studies of Re-Tain®;

●	capital expenditures, contractual commitments, and the anticipated sources and uses of cash to fund them;

●	expected debt principal repayments and interest expense, our line of credit, and our at-the-market equity offering program;

●	our anticipated income tax liability and the availability, utilization and limitation of our net operating loss carryforwards, and the potential release of the valuation allowance against our deferred tax assets;

●	the collectability of our accounts receivable, the adequacy of our liability insurance, and the estimated fair value of our indemnification obligations;

●	the vesting of performance-based bonuses and equity awards; and

●	the absence of material litigation and claims.

Such statements reflect management’s current expectations as of the date hereof, are based on management’s estimates, projections, beliefs and assumptions as of such date, and are not guarantees of future performance. Such statements involve known and unknown risks and uncertainties that may cause our actual results, performance or achievements to differ materially, including risks relating to: competition in our markets; customer acceptance and product performance; alignment between our manufacturing resources and product demand; supply chain disruptions affecting our operations and our customer and supplier relationships; the commercial and operational risks of our current and planned expansion of production capacity; difficulties or delays in the development, testing, regulatory approval, production and marketing of our products; and the other risks detailed from time to time in our filings with the Securities and Exchange Commission (SEC), including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and summarized under PART II: OTHER INFORMATION, ITEM 1A—RISK FACTORS. There can be no assurance that the risks or developments we anticipate will be those that actually affect us. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise.

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ImmuCell Corporation

Part 1. FINANCIAL INFORMATION

ITEM 1. CONDENSED UNAUDITED FINANCIAL STATEMENTS

CONDENSED BALANCE SHEETS

(Unaudited)

	*As of*			*As of*
	*June 30,*			*December 31,*
	*2026*			*2025*
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	8,860,205		$	3,806,831
Trade accounts receivable		2,897,281			3,419,009
Inventory		9,078,466			9,267,369
Prepaid expenses and other current assets		244,084			451,673
Total current assets		21,080,036			16,944,882

Property, plant and equipment, net		21,033,653			21,074,694
Operating lease right-of-use assets		4,388,892			4,379,628
Goodwill		95,557			95,557
Other assets		31,658			37,686
TOTAL ASSETS	$	46,629,796		$	42,532,447

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of debt obligations	$	1,506,219		$	1,610,185
Current portion of operating lease liabilities		121,858			85,489
Accounts payable and accrued expenses		2,807,725			2,282,583
Total current liabilities		4,435,802			3,978,257

LONG-TERM LIABILITIES:
Debt obligations, net of current portion		6,796,667			7,488,922
Operating lease liabilities, net of current portion		4,022,791			4,009,788
Total long-term liabilities		10,819,458			11,498,710

TOTAL LIABILITIES		15,255,260			15,476,967

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY:
Common stock, $0.10 par value per share, 15,000,000 shares authorized and 9,105,622 shares issued and 9,082,197 and 9,045,851 shares outstanding, as of June 30, 2026 and December 31, 2025, respectively.		910,563			910,563
Additional paid-in capital		41,968,805			41,479,430
Accumulated deficit		(11,427,490	)		(15,203,753	)
Treasury stock, at cost, 23,425 and 59,771 shares as of June 30, 2026 and December 31, 2025, respectively		(77,342	)		(130,760	)
TOTAL STOCKHOLDERS’ EQUITY		31,374,536			27,055,480

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	46,629,796		$	42,532,447

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

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ImmuCell Corporation

CONDENSED STATEMENTS OF INCOME

(Unaudited)

	*Three Months Ended June 30,*						*Six Months Ended June 30,*
	*2026*			*2025*			*2026*			*2025*

Product sales	$	7,186,113		$	6,444,880		$	17,543,408		$	14,512,054
Costs of goods sold		4,748,891			3,626,956			10,448,742			8,340,158
Gross profit		2,437,222			2,817,924			7,094,666			6,171,896

Administrative expenses		1,271,909			720,418			2,409,586			1,343,260
Sales and marketing expenses		1,110,727			696,086			2,343,490			1,552,744
Product development expenses		119,652			831,858			437,340			1,588,705
Other operating income		(2,000,000	)		—			(2,000,000	)		—
Operating expenses		502,288			2,248,362			3,190,416			4,484,709

NET OPERATING INCOME		1,934,934			569,562			3,904,250			1,687,187

Other (expenses) income, net		(54,328	)		(65,778	)		(69,515	)		265,485

INCOME BEFORE INCOME TAXES		1,880,606			503,784			3,834,735			1,952,672

Income tax expense		45,950			1,904			58,472			3,809

NET INCOME	$	1,834,656		$	501,880		$	3,776,263		$	1,948,863

Basic weighted average common shares outstandin