UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
OR
For the transition period from _________________ to _____________________
(Commission file number)
ImmuCell Corporation
(Exact name of registrant as specified in its charter)
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| (State of Incorporation) | (I.R.S. Employer Identification No.) |
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| (Address of principal executive office) | (Zip Code) |
(
(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 |
| The |
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.
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).
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 | ☐ |
| | ☒ | 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
The number of shares of the registrant’s common stock outstanding as of July 31, 2026 was
ImmuCell Corporation
June 30, 2026
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.
ImmuCell Corporation
ITEM 1. CONDENSED UNAUDITED FINANCIAL STATEMENTS
(Unaudited)
| As of | As of | |||||||
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Trade accounts receivable | ||||||||
| Inventory | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property, plant and equipment, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| Goodwill | ||||||||
| Other assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Current portion of debt obligations | $ | $ | ||||||
| Current portion of operating lease liabilities | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Total current liabilities | ||||||||
| LONG-TERM LIABILITIES: | ||||||||
| Debt obligations, net of current portion | ||||||||
| Operating lease liabilities, net of current portion | ||||||||
| Total long-term liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| STOCKHOLDERS’ EQUITY: | ||||||||
| Common stock, $ par value per share, shares authorized and shares issued and and shares outstanding, as of June 30, 2026 and December 31, 2025, respectively. | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Treasury stock, at cost, and shares as of June 30, 2026 and December 31, 2025, respectively | ( | ) | ( | ) | ||||
| TOTAL STOCKHOLDERS’ EQUITY | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these condensed unaudited financial statements.
CONDENSED STATEMENTS OF INCOME
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Product sales | $ | $ | $ | $ | ||||||||||||
| Costs of goods sold | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Administrative expenses | ||||||||||||||||
| Sales and marketing expenses | ||||||||||||||||
| Product development expenses | ||||||||||||||||
| Other operating income | ( | ) | ( | ) | ||||||||||||
| Operating expenses | ||||||||||||||||
| NET OPERATING INCOME | ||||||||||||||||
| Other (expenses) income, net | ( | ) | ( | ) | ( | ) | ||||||||||
| INCOME BEFORE INCOME TAXES | ||||||||||||||||
| Income tax expense | ||||||||||||||||
| NET INCOME | $ | $ | $ | $ | ||||||||||||
| Basic weighted average common shares outstanding | ||||||||||||||||
| Basic net income per share | $ | $ | $ | $ | ||||||||||||
| Diluted weighted average common shares outstanding | ||||||||||||||||
| Diluted net income per share | $ | $ | $ | $ | ||||||||||||
The accompanying notes are an integral part of these condensed unaudited financial statements.
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
| Common Stock | Treasury Stock | |||||||||||||||||||||||||||
| Additional | Total | |||||||||||||||||||||||||||
| paid-in | Accumulated | Stockholders’ | ||||||||||||||||||||||||||
| Shares | Amount | capital | Deficit | Shares | Amount | Equity | ||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||
| Exercise of stock options | ( | ) | ||||||||||||||||||||||||||
| Stock-based compensation | — | — | ||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||
| Exercise of stock options | ( | ) | ( | ) | ||||||||||||||||||||||||
| At-The-Market Offering of common stock, net of $ of issuance fees | ||||||||||||||||||||||||||||
| Stock-based compensation | — | — | ||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||
| Exercise of stock options | ( | ) | ||||||||||||||||||||||||||
| Stock-based compensation | — | — | ||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||
| Exercise of stock options | ( | ) | ( | ) | ||||||||||||||||||||||||
| At-The-Market Offering of common stock, net of $ of issuance fees | ||||||||||||||||||||||||||||
| Stock-based compensation | — | — | ||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
The accompanying notes are an integral part of these condensed unaudited financial statements.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation | ||||||||
| Amortization of intangible assets | ||||||||
| Amortization of debt issuance costs and debt discounts | ||||||||
| Stock-based compensation | ||||||||
| Gain on disposal of property, plant and equipment | ( | ) | ( | ) | ||||
| Non-cash rent expense (benefit) | ( | ) | ||||||
| Changes in: | ||||||||
| Trade accounts receivable | ||||||||
| Inventory | ( | ) | ||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Other assets | ( | ) | ||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Net cash provided by operating activities | ||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of property, plant and equipment | ( | ) | ( | ) | ||||
| Proceeds from sale of property, plant and equipment | ||||||||
| Net cash used for investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Repayments on debt obligations | ( | ) | ( | ) | ||||
| Proceeds from At-The-Market Offering | ||||||||
| Payments of equity issuance fees | ( | ) | ||||||
| Proceeds from exercise of stock options | ||||||||
| Net cash used for financing activities | ( | ) | ( | ) | ||||
| NET INCREASE IN CASH AND CASH EQUIVALENTS | ||||||||
| BEGINNING CASH AND CASH EQUIVALENTS | ||||||||
| ENDING CASH AND CASH EQUIVALENTS | $ | $ | ||||||
The accompanying notes are an integral part of these condensed unaudited financial statements.
CONDENSED STATEMENTS OF CASH FLOWS
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
(Unaudited)
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| CASH PAID FOR: | ||||||||
| Income taxes | $ | $ | ||||||
| Interest | $ | $ | ||||||
| NON-CASH ACTIVITIES: | ||||||||
| Change in capital expenditures incurred, but not paid | $ | ( | ) | $ | ( | ) | ||
| Operating lease right-of-use assets and operating lease liabilities | $ | $ | ||||||
The accompanying notes are an integral part of these condensed unaudited financial statements.
Notes to Condensed Unaudited Financial Statements
1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
ImmuCell Corporation, founded in 1982 and an SEC-registered public company since 1987, is an animal health biologics company focused on the development, manufacture, and commercialization of products intended to improve the survivability, health, and long-term performance of neonatal dairy and beef calves. Our primary product line, First Defense®, utilizes hyperimmunized bovine colostrum to provide pathogen-specific antibodies and other bioactive components. In the United States, First Defense® products are regulated as veterinary biologics by the U.S. Department of Agriculture’s Center for Veterinary Biologics under the Virus-Serum-Toxin Act. In Canada, products are regulated by the Canadian Food Inspection Agency and in other countries, the products are regulated by similar agencies. Certain product formats are marketed as feed supplements regulated by the U.S. Food and Drug Administration under the Federal Food, Drug, and Cosmetic Act. References to ImmuCell (“the Company”) throughout this document are made using the first person notations of “we”, “us” and “our”. See our Annual Report on Form 10-K for the year ended December 31, 2025 for further information about our company and strategy.
Seasonality of Sales
Sales of the First Defense® product line are seasonal, with higher sales expected during the first quarter of the calendar year, largely driven by the beef calving season, which runs primarily from January to April, unlike the dairy industry where operations generally calve year-round. Warm and dry weather conditions may reduce the producers’ perceived need for disease prevention products such as the First Defense® product line. However, heat stress on calves caused by extremely hot summer weather and cold stress during the winter months can increase the incidence of scours and the need for our products.
Basis of Presentation
The accompanying condensed unaudited financial statements have been prepared in accordance with (i) United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and (ii) the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of our management, our condensed unaudited financial statements and accompanying notes (the “Financial Statements”) include all normal recurring adjustments that are necessary for the fair statement of the interim periods presented. Interim results of operations are not necessarily indicative of results for the full year. The Financial Statements should be read in conjunction with our audited financial statements (and notes thereto) in our Annual Report on Form 10-K for the year ended December 31, 2025.
Estimates and Assumptions
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Although we regularly assess these estimates, actual amounts could differ from those estimates and are subject to change in the near term. Changes in estimates are recorded during the period in which they become known. Significant estimates include, but are not limited to, our valuation of inventory, deferred tax assets, and the impairment of long-lived assets.
In connection with the idle status of certain property, plant and equipment, net (related to the repurposing of certain equipment previously utilized in the manufacturing of Re-Tain®), we reassessed prior estimates of the useful lives of that manufacturing equipment during December 2025. Because the equipment had seen such limited use since installation, we increased the estimated remaining useful lives on certain equipment by a weighted average of years. The effect of this change in estimate, effective January 1, 2026, for the three months ended June 30, 2026 was a $
See Note 5, “Property, Plant and Equipment” for further information.
Significant Accounting Policies
The accounting policies used in preparing these condensed financial statements are the same as those described in our Annual Report on Form 10-K for the year ended December 31, 2025. Unless otherwise indicated, all references to years are to our fiscal years, which end on December 31.
Accounting Pronouncement Not Yet Adopted
In November of 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, to provide disaggregated disclosures of specific expense categories underlying all relevant income statement expense line items on an annual and interim basis. The disclosure requirements will be applied on a prospective basis, with the option to apply it retrospectively. The effective date for the standard is for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. We are evaluating ASU 2024-03 to determine its impact on our financial statements and expect to apply the standard on a prospective basis.
During the six months ended June 30, 2026, there were no other newly issued or newly applicable accounting pronouncements that had, or are expected to have, a material impact on the Company’s Financial Statements.
2. TRADE ACCOUNTS RECEIVABLE AND CONCENTRATION OF RISK
Allowance for Credit and Sales Losses
As of June 30, 2026 or December 31, 2025 we determined that
Concentration of Risk
Concentration of credit risk with respect to accounts receivable is principally limited to certain customers to whom we make substantial sales. To reduce risk, we routinely assess the financial strength of our customers and, therefore, believe that our accounts receivable credit risk exposure is limited. We maintain an allowance for potential credit losses when deemed necessary, but historically we have not experienced significant credit losses related to an individual customer or groups of customers in any particular industry or geographic area.
Sales to significant customers that amounted to 10 percent or more of total product sales are detailed in the following table:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Company A | % | % | % | % | ||||||||||||
| Company B | % | % | % | % | ||||||||||||
| Total | % | % | % | % | ||||||||||||
Trade accounts receivable due from significant customers that amounted to 10 percent or more of our total trade accounts receivable are detailed in the following table:
| As of | As of | |||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Company A | % | % | ||||||
| Company B | % | % | ||||||
| Total | % | % | ||||||
3. INVENTORY
Inventory consisted of the following:
| As of | As of | |||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Raw materials | $ | $ | ||||||
| Work-in-process, net | ||||||||
| Finished goods | ||||||||
| Total | $ | $ | ||||||
4. PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets consisted of the following:
| As of | As of | |||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Prepaid expenses | $ | $ | ||||||
| Other receivables | ||||||||
| Total | $ | $ | ||||||
5. PROPERTY, PLANT AND EQUIPMENT, NET
As of June 30, 2026 and December 31, 2025, property, plant and equipment, net includes approximately $
Depreciation expense was $
6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consisted of the following:
| As of | As of | |||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Accounts payable – trade | $ | $ | ||||||
| Accounts payable – capital | ||||||||
| Accrued payroll | ||||||||
| Accrued vendor payables | ||||||||
| Accrued professional fees | ||||||||
| Accrued other | ||||||||
| Income tax payable | ||||||||
| Total | $ | $ | ||||||
7. Fair Value Measurements
The carrying value and estimated fair value of financial instruments are reflected in the following tables:
| As of June 30, 2026 | ||||||||||||||||||||||||
| Carrying | Fair | Quoted Prices | Significant | |||||||||||||||||||||
| Value | Value | in Active | Other | Significant | ||||||||||||||||||||
| Markets for | Observable | Observable | ||||||||||||||||||||||
| Identical Assets | Inputs | Inputs | ||||||||||||||||||||||
| (Level 1) | (Level 2) | (Level 3) | Total | |||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||
| Cash and money market accounts(1) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||
| Bank debt(2) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| As of December 31, 2025 | ||||||||||||||||||||||||
| Carrying | Fair | Quoted Prices | Significant | |||||||||||||||||||||
| Value | Value | in Active | Other | Significant | ||||||||||||||||||||
| Markets for | Observable | Observable | ||||||||||||||||||||||
| Identical Assets | Inputs | Inputs | ||||||||||||||||||||||
| (Level 1) | (Level 2) | (Level 3) | Total | |||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||
| Cash and money market accounts(1) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||
| Bank debt(2) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
(1) Cash and cash equivalents are stated at nominal value, which equals fair value. A portion of our cash and cash equivalents is invested in money market accounts. The fair value of these investments is based on their closing published net asset value.
(2) Due to inflation and the changing interest rate environment, the carrying values of our fixed rate bank debt as of June 30, 2026 and December 31, 2025 differed from their fair market values. The amount outstanding under our bank debt facilities is measured at carrying value in our accompanying balance sheets.
We evaluate assets and liabilities subject to fair value measurements on a recurring and nonrecurring basis to determine the appropriate level at which to classify them for each reporting period. Some nonfinancial assets are measured at fair value only in certain circumstances, including the event of impairment.
We assess the levels of assets and liabilities at each measurement date, and transfers between levels are recognized on the actual date of the event or change in circumstances that caused the transfer in accordance with our accounting policy regarding the recognition of transfers between levels of the fair value hierarchy. During the six months ended June 30, 2026 and 2025, there were
As of June 30, 2026 and December 31, 2025, the carrying amounts of accounts receivable, inventory, prepaid expenses and other current assets, other assets, accounts payable and accrued expenses approximate fair value because of their short-term nature.
8. DEBT OBLIGATIONS
Loans #1 and #2: During the first quarter of 2020, we closed on a debt financing with Maine Community Bank (formerly known as Gorham Savings Bank) (MCB) aggregating $
Loan #3: During the second quarter of 2020, we received a loan from the Maine Technology Institute (MTI) in the aggregate principal amount of $
Loan #4: During the fourth quarter of 2020, we closed on a $
Loan #5: On June 30, 2021, we executed definitive agreements covering a second loan from the MTI in the aggregate principal amount of $
Loan #6: During the third quarter of 2023, we closed on a $
Loan #7: Also during the third quarter of 2023, we closed on a $
Loan #8: During the year ended December 31, 2025, we refinanced some of our bank debt. The principal amount of $
Loans #1, #2, #4, and #8 are secured by liens on substantially all of our assets and are subject to certain restrictions and annual financial covenants. Loans #3 and #5 are unsecured and subordinated to our indebtedness to MCB. Failure to make timely payments of principal and interest, or otherwise to comply with the terms of the agreements of Loans #3 and #5, would entitle the MTI to accelerate the maturity of such debt and demand repayment in full. These loans may be prepaid without penalty at any time.
During the six months ended June 30, 2026, we made principal payments under bank loans of $
| 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | Total | ||||||||||||||||||||||
| Loans #1-#8 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Debt issuance cost(1) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Debt discount cost(1) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
(1) The amortization of these debt issuance costs and debt discount costs is being recorded as a component of interest expense, included in other income (expenses), net and is being amortized on a straight-line basis over the underlying terms of the notes.
We maintain a $
9. COMMITMENTS AND CONTINGENCIES
Litigation and Regulatory
Our bylaws, as amended, in effect provide that we will indemnify our officers and directors against any liability arising from their responsibilities as officers and directors to the maximum extent permitted by Delaware law. In addition, we make similar indemnity undertakings with each director and executive officer through a separate indemnification agreement with that director or officer. The maximum payment that we may be required to make under such provisions is theoretically unlimited and is impossible to determine. We maintain directors’ and officers’ liability insurance, which may provide us reimbursement for payments made to, or on behalf of, officers and directors pursuant to the indemnification provisions. Our indemnification obligations were grandfathered under the provisions of Codification Topic 460, Guarantees. Accordingly, we have recorded
The development, manufacturing and marketing of animal health and nutrition products entails an inherent risk that liability claims will be asserted against us during the normal course of business. We are aware of no such claims against us as of the time of this filing on August 13, 2026. We believe that we have reasonable levels of liability insurance to support our operations.
We enter into agreements with third parties in the ordinary course of business under which we are obligated to indemnify such third parties from and against various risks and losses. The precise terms of such indemnities vary with the nature of the agreement. In some cases those obligations may be theoretically unlimited. We have incurred material expenses in discharging any of these indemnification obligations and based on our analysis of the nature of the risks involved, we believe that the fair value of the liabilities potentially arising under these agreements is minimal. Accordingly, we recorded
During the three and six months ended June 30, 2026, the Company recorded a $
Employee Compensation
Upon retirement from the Company during January 2026, Mr. Brigham (our former President and Chief Executive Officer), was paid $
As of September 29, 2025, we entered into an employment agreement with Mr. te Boekhorst, which includes the potential for annual cash bonuses, with the payout amount subject to the Company having achieved financial improvement targets from the prior year, as set in advance by our Board of Directors or its Compensation and Stock Option Committee of our Board of Directors (the “Committee”). The targets for 2026 have been set based on the board approved budget in the first quarter of 2026.
Effective as of January 27, 2026, we entered into new employment agreements with Timothy C. Fiori, the Company’s Chief Financial Officer, and Bobbi Jo Brockmann, the Company’s Senior Vice President of Sales and Marketing. Under the new employment agreements, both individuals have the potential to earn a formulaic annual cash bonus if various preset financial and strategic targets are achieved. The financial and strategic targets for 2026 were approved by the Committee.
Amounts potentially owed under these employment agreements are accrued over the period they are earned (when it is probable that the amounts will be earned) based on our best estimate of the amount expected to be earned. As with other incentive-based compensation, payouts of annual cash bonuses are subject to possible retroactive claw back if and to the extent mandated by Company policy or applicable laws or listing requirements.
Other Commitments
In addition to the commitments discussed above, we had committed i) $2,940,000 to the purchase of inventory, ii) $1,202,000 to increase our production capacity for the First Defense® product line, iii) $
10. OPERATING LEASES
During the three months ended June 30, 2026, the Company entered into lease agreements for
There were no other changes to our operating leases during the three and six months ended June 30, 2026.
11. STOCKHOLDERS’ EQUITY
Common Stock Issuances
In the three and six months ended June 30, 2025, the Company sold shares pursuant to the At-The-Market (ATM) agreement (net of legal, accounting, sales commissions and other fees) for net proceeds of $
Stock Option Plans
On November 7, 2025, the Board of Directors adopted a new 2025 Stock Option and Incentive Plan (the “2025 Plan”), under which employees, directors and other service providers may be granted options to purchase shares of the Company’s common stock at no less than fair market value on the date of grant. The Board further revised the 2025 Plan on March 26, 2026 and April 7, 2026, including revising the number of shares from
On January 27, 2026, we granted stock options to purchase
The fair value of stock options, including performance-based stock options, is estimated on the grant date using a Black-Scholes option-pricing model. We recorded compensation expense pertaining to stock-based awards of $
12. Net Income Per Share
Basic net income per share is computed by dividing net income by the weighted average common shares outstanding during the period. The computation of diluted net income per share is similar to the computation of basic net income per share, except that the weighted average common shares outstanding includes the assumed exercise of in-the-money options and contingently issuable shares that would be issuable if the end of the reporting period was the end of the contingency period, unless the effect is anti-dilutive. We use the treasury stock method, which assumes that proceeds, including cash received from the exercise of employee stock options and the average unrecognized compensation expense for unvested awards during the period, would be used to purchase the Company’s common stock at the average market price during the period.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net income attributable to stockholders | $ | $ | $ | $ | ||||||||||||
| Weighted average common shares outstanding - Basic | ||||||||||||||||
| Dilutive impact of share-based compensation awards(1) | ||||||||||||||||
| Weighted average common shares outstanding - Diluted | ||||||||||||||||
| Net income per share: | ||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||
(1) Outstanding stock options that were not included in this calculation because the effect would be anti-dilutive amounted to
13. REVENUE
We primarily offer the First Defense® product line to dairy and beef producers to prevent scours in newborn calves. This line offers two distinct platforms: i) veterinary biologics providing scours protection with USDA-approved claims against E.coli, coronavirus and rotavirus and ii) functional feed products delivering concentrated bioactive colostrum proteins. Generally, our products are promoted to veterinarians as well as dairy and beef producers by our sales team and then sold through distributors.
We have determined that each unit within each purchase order we receive from our customers is distinct, can be used on its own, and is not combined with another promise. As such, each unit constitutes a distinct performance obligation. The transaction price is determined based on the pricing noted within each written contract or provided to customers via standard price lists and with payments typically due in full within 30 days of invoicing. Our contracts do not include significant financing components.
We recognize revenue at a point in time, when we invoice at shipment, which is when the customer assumes legal title and we have the right to payment.
There were no material changes between the allocation and timing of revenue recognition during the three or six months ended June 30, 2026 or 2025.
The following table presents our product sales disaggregated by geographic area:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
| 2026 | Percent | 2025 | Percent | 2026 | Percent | 2025 | Percent | |||||||||||||||||||||||||
| United States | $ | % | $ | % | $ | % | $ | % | ||||||||||||||||||||||||
| Other | % | % | % | % | ||||||||||||||||||||||||||||
| Total Product Sales | $ | % | $ | % | $ | % | $ | % | ||||||||||||||||||||||||
All trade receivables on our balance sheet date are from contracts with customers. As of January 1, 2025, trade accounts receivable (all of which relates to contracts with customers) totaled $
14. OTHER (EXPENSES) INCOME, NET
Other (expenses) income, net consisted of the following:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Interest expense(1) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Interest income | ||||||||||||||||
| Other (expenses) income, net | ( | ) | ||||||||||||||
| Gain on disposal of property, plant and equipment | ||||||||||||||||
| Insurance recoveries(2) | ||||||||||||||||
| Total | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| (1) | Interest expense includes amortization of debt issuance and debt discount costs of $ |
| (2) | The income from insurance recoveries resulted from claim benefits paid to us during the first quarter of 2025 under our business interruption policy related to product contamination losses incurred during late 2022 and through early 2024. This recovery does not include the $ |
15. INCOME TAXES
Our income tax expense aggregated $
During the second quarter of 2018, we assessed our historical and near-term future profitability and recorded $
16. SEGMENT INFORMATION
Our business operations (being the development, manufacture and sale of products that improve the health and productivity of dairy and beef cattle) are described in Note 1, “Basis of Presentation and Significant Accounting Policies”. Our chief operating decision-maker (CODM), our President and CEO, regularly evaluates operating segments: i) Scours and ii) Mastitis for purposes of deciding how to allocate resources and assess performance. Our CODM primarily evaluates performance based on product sales as well as net operating income (loss). No operating segments have been aggregated; therefore, our operating segments are the Company's reportable segments.
Scours segment - consists of the First Defense® product line. The core technology underlying the Scours segment is focused on polyclonal antibodies.
Mastitis segment - includes our CMT product line, consisting of reagents and equipment used for rapid cow-side testing to identify mastitic quarters by detecting elevated somatic cell counts. This segment also includes our Re-Tain® product in development for the treatment of subclinical mastitis based on the bacteriocin nisin. On December 23, 2025, we made the decision to cease our efforts to obtain FDA approval of Re-Tain® while continuing the stability testing and investigational studies to evaluate Re-Tain® performance.
Other - includes unallocated administrative and overhead expenses and other products.
| Three Months Ended June 30, 2026 | ||||||||||||||||
| Scours | Mastitis | Other | Total | |||||||||||||
| Product sales | $ | $ | $ | $ | ||||||||||||
| Costs of goods sold | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Administrative expenses | ||||||||||||||||
| Sales and marketing expenses | ||||||||||||||||
| Product development expenses (income), net(1) | ( | ) | ||||||||||||||
| Other operating income(2) | ( | ) | ( | ) | ||||||||||||
| Operating expenses (income) | ( | ) | ||||||||||||||
| NET OPERATING INCOME (LOSS) | $ | $ | $ | ( | ) | $ | ||||||||||
(1) Includes a $
(2) Includes a $
| Three Months Ended June 30, 2025 | ||||||||||||||||
| Scours | Mastitis | Other | Total | |||||||||||||
| Product sales | $ | $ | $ | $ | ||||||||||||
| Costs of goods sold | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Administrative expenses | ||||||||||||||||
| Sales and marketing expenses | ||||||||||||||||
| Product development expenses | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| NET OPERATING INCOME (LOSS) | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||
| Scours | Mastitis | Other | Total | |||||||||||||
| Total Assets as of June 30, 2026(1) | $ | $ | $ | $ | ||||||||||||
| Total Assets as of December 31, 2025(1) | $ | $ | $ | $ | ||||||||||||
| Depreciation expense during the three months ended June 30, 2026 | $ | $ | $ | $ | ||||||||||||
| Depreciation and amortization expense during the three months ended June 30, 2025 | $ | $ | $ | $ | ||||||||||||
| Capital Expenditures during the three months ended June 30, 2026 | $ | $ | $ | $ | ||||||||||||
| Capital Expenditures during the three months ended June 30, 2025 | $ | $ | $ | $ | ||||||||||||
(1) Total assets for our Scours segment as of June 30, 2026 and December 31, 2025, includes property, plant and equipment, net of approximately $
| Six Months Ended June 30, 2026 | ||||||||||||||||
| Scours | Mastitis | Other | Total | |||||||||||||
| Product sales | $ | $ | $ | $ | ||||||||||||
| Costs of goods sold | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Administrative expenses | ||||||||||||||||
| Sales and marketing expenses | ||||||||||||||||
| Product development expenses | ||||||||||||||||
| Other operating income(1) | ( | ) | ( | ) | ||||||||||||
| Operating expenses (income) | ( | ) | ||||||||||||||
| NET OPERATING INCOME (LOSS) | $ | $ | $ | ( | ) | $ | ||||||||||
(1) Includes a $
| Six Months Ended June 30, 2025 | ||||||||||||||||
| Scours | Mastitis | Other | Total | |||||||||||||
| Product sales | $ | $ | $ | $ | ||||||||||||
| Costs of goods sold | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Administrative expenses | ||||||||||||||||
| Sales and marketing expenses | ||||||||||||||||
| Product development expenses | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| NET OPERATING INCOME (LOSS) | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||
| Scours | Mastitis | Other | Total | |||||||||||||
| Depreciation expense during the six months ended June 30, 2026 | $ | $ | $ | $ | ||||||||||||
| Depreciation and amortization expense during the six months ended June 30, 2025 | $ | $ | $ | $ | ||||||||||||
| Capital Expenditures during the six months ended June 30, 2026 | $ | $ | $ | $ | ||||||||||||
| Capital Expenditures during the six months ended June 30, 2025 | $ | $ | $ | $ | ||||||||||||
17. RELATED PARTY TRANSACTIONS
David S. Tomsche (Chair of our Board of Directors) is a controlling owner of Leedstone Inc., a domestic distributor of our products (the First Defense® product line and CMT). His affiliated company purchased $
We have evaluated subsequent events through the time of filing on the date we have issued this Quarterly Report on Form 10-Q.
On July 31, 2026, the USDA approved an extension of expiration limits for colostrum used in the production of First Defense®. As of June 30, 2026, we had reserved $
No other subsequent events were identified.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read together with our condensed unaudited financial statements and the related notes and other financial information included in this Quarterly Report on Form 10-Q (Quarterly Report). Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. One should review the Forward-Looking Statements for a discussion of some of the important factors that could cause actual results to differ materially from the anticipated results, objectives or expectations described in or implied by the forward-looking statements contained in the following discussion and analysis.
Overview
ImmuCell Corporation, founded in 1982 and an SEC-registered public company since 1987, is an animal health biologics company focused on the development, manufacture, and commercialization of products intended to improve the survivability, health, and long-term performance of neonatal dairy and beef calves.
Change in Accounting Estimate
In connection with the idle status of certain property, plant and equipment, net (related to the repurposing of certain equipment previously utilized in the manufacturing of Re-Tain®), during December 2025, we reassessed prior estimates of the useful lives of that manufacturing equipment. Because the equipment had seen such limited use since installation, we increased the estimated remaining useful lives on certain equipment by a weighted average of five years. The effect of this change in estimate, effective January 1, 2026, for the three months ended June 30, 2026 was a $0.1 million decrease to depreciation expense included in costs of goods sold, and an increase in operating income and net income of $0.1 million, or $0.01 per both basic and diluted share. The effect of this change in estimate for the six months ended June 30, 2026 was a $0.2 million decrease to depreciation expense included in costs of goods sold, and an increase in operating income and net income of $0.2 million, or $0.02 per both basic and diluted share.
See Note 5, “Property, Plant and Equipment” of the Notes to Condensed Unaudited Financial Statements included in Part I, Item 1 of this Form 10-Q for further information.
Seasonality of Sales
Sales of the First Defense® product line are seasonal, with higher sales expected during the first quarter of the calendar year, largely driven by the beef calving season, which runs primarily from January to April, unlike the dairy industry where operations generally calve year-round. Warm and dry weather conditions may reduce the producers' perceived need for disease prevention products such as the First Defense® product line. However, heat stress on calves caused by hot summer weather and cold stress during the winter months can increase the incidence of scours and the need for our products.
First Defense® Manufacturing Expansion
In late December 2025 and early January 2026, we announced our plan to convert the former Re-Tain® facilities and most of the related equipment for increased production of our First Defense® product line. In June 2026, our Board of Directors authorized a manufacturing capacity expansion program to execute on that strategy.
The first phase, which we have initiated to stay ahead of current and future demand growth, expands drying capacity by renovating the former Re-Tain® facility and adding a new freeze dryer with greater capacity and reliability than our current freeze-drying equipment. This phase is expected to take approximately 12 months and cost approximately $3.5 million.
In a second phase, we plan to repurpose Re-Tain® equipment and add additional equipment and automation to expand our First Defense® colostrum liquid processing capacity. The second phase will involve additional investments, including for detailed engineering work to develop an efficient and scalable process. This phase is expected to take an additional six months and cost approximately $4.5 million.
The goal of these capacity expansion investments is to further strengthen our ability to reliably manufacture First Defense® products to meet expected customer demand.
Results of Operations for the Three Months Ended June 30, 2026, Compared with the Three Months Ended June 30, 2025
| Three Months Ended June 30, |
Increase/(Decrease) |
|||||||||||||||
| 2026 |
2025 |
Amount |
Percent |
|||||||||||||
| Product sales |
$ | 7,186,113 | $ | 6,444,880 | $ | 741,233 | 11.5 | % | ||||||||
| Costs of goods sold |
4,748,891 | 3,626,956 | 1,121,935 | 30.9 | % | |||||||||||
| Gross profit |
2,437,222 | 2,817,924 | (380,702 | ) | -13.5 | % | ||||||||||
| Administrative expenses | 1,271,909 | 720,418 | 551,491 | 76.6 | % | |||||||||||
| Sales and marketing expenses |
1,110,727 | 696,086 | 414,641 | 59.6 | % | |||||||||||
| Product development expenses |
119,652 | 831,858 | (712,206 | ) | -85.6 | % | ||||||||||
| Other operating income | (2,000,000 | ) | — | (2,000,000 | ) | NM | ||||||||||
| Operating expenses |
502,288 | 2,248,362 | (1,746,074 | ) | -77.7 | % | ||||||||||
| NET OPERATING INCOME |
1,934,934 | 569,562 | 1,365,372 | 239.7 | % | |||||||||||
| Other expenses, net |
(54,328 | ) | (65,778 | ) | 11,450 | -17.4 | % | |||||||||
| INCOME BEFORE INCOME TAXES |
1,880,606 | 503,784 | 1,376,822 | 273.3 | % | |||||||||||
| Income tax expense |
45,950 | 1,904 | 44,046 | 2313.3 | % | |||||||||||
| NET INCOME |
$ | 1,834,656 | $ | 501,880 | $ | 1,332,776 | 265.6 | % | ||||||||
NM - Not meaningful
Product Sales
Sales of the First Defense® product line made up approximately 99% of our total sales during the three months ended June 30, 2026 and 2025. We also sell our own CMT, which is used to detect somatic cell counts in milk. Sales of CMT aggregated approximately 1% of our total product sales during the periods reported.
Product sales during the three months ended June 30, 2026 were $7.2 million representing a 11.5%, or $0.7 million, increase over product sales of $6.4 million during the three months ended June 30, 2025. The increase was primarily due to higher sales volumes for all product categories of the First Defense® product line, including portfolio expansion, and product price increases.
Domestic sales during the three months ended June 30, 2026 increased by 27.7% (to $6.2 million), and international sales decreased by 38.9% (to $1.0 million), in comparison to the three months ended June 30, 2025. International sales aggregated 13.4% and 24.4% of total sales during the three months ended June 30, 2026 and 2025, respectively.
Costs of Goods Sold
Costs of goods sold during the three months ended June 30, 2026 were $4.7 million representing a 30.9%, or $1.1 million, increase over costs of goods sold during the three months ended June 30, 2025. The increase was primarily due to higher sales of First Defense® combined with a shift of $0.3 million of costs associated with the former Re-Tain® manufacturing facility from product development expense to costs of goods sold, along with $0.2 million in manufacturing inefficiencies and $0.2 million of increased raw material costs during the three months ended June 30, 2026. Costs of goods sold increased at a rate higher than sales due to the shift of depreciation and building related expenses related to our 33 Caddie facility (formerly associated with Re-Tain®) from product development expense as a result of the Company's December 2025 decision to cease its efforts on obtaining FDA approval of Re-Tain® and instead refit the facility for use in producing First Defense® products, and manufacturing inefficiencies and increased raw material costs in the three months ending June 30, 2026, partially offset by price increases effective January 1, 2026.
Administrative Expenses
During the three months ended June 30, 2026, administrative expenses increased by 76.6%, or $0.6 million, to $1.3 million in comparison to $0.7 million during the three months ended June 30, 2025. The increase was primarily due to a $0.3 million increase in executive compensation (including share-based compensation), coupled with $0.1 million in higher professional services fees.
Sales and Marketing Expenses
During the three months ended June 30, 2026, sales and marketing expenses increased by 59.6%, or $0.4 million, to $1.1 million in comparison to $0.7 million during the three months ended June 30, 2025. This increase was primarily due to expanded commercial efforts in First Defense® leading to higher compensation and expenses associated with new and backfilled sales positions. In the three months ended June 30, 2025, we restricted commercial spending due to tight product supply; however, this tight supply was alleviated in the summer of 2025.
Product Development Expenses
During the three months ended June 30, 2026, product development expenses decreased by 85.6%, or $0.7 million, to $0.1 million in comparison to $0.8 million during the three months ended June 30, 2025. This decrease was driven by the $0.3 million shift to costs of goods sold of depreciation and building related expenses related to our 33 Caddie facility (formerly associated with Re-Tain®) as part of our recently announced strategy to utilize the facility for the production of First Defense® as a result of our December 2025 decision to cease our efforts on obtaining FDA approval of Re-Tain® and instead refit the facility for use in producing First Defense® products, coupled with a $0.2 million reduction of wages and lab supplies associated with Re-Tain® product development and $0.1 million lower licenses and fees related expense.
Other Operating Income
During the three months ended June 30, 2026, the Company recorded a $2.0 million settlement with a former contract manufacturer that compensated the Company for operating costs incurred in product development and contract performance related to the development of the Company’s Re-Tain® product. The settlement resolved claims for operating costs the Company incurred in developing the product. The settlement agreement fully released the parties with no further material obligations. There are no remaining material contingent amounts related to this settlement.
Other Expenses, Net
During both the three months ended June 30, 2026 and 2025, other expenses, net was insignificant.
Income Tax Expense
During the three months ended June 30, 2026, we recorded $45,950 of income tax expense as compared to $1,904 during the three months ended June 30, 2025. We anticipate having some amount of tax liability for profits we may realize moving forward, as certain NOLs carried forward no longer 100% offset taxable income, but 80% instead.
Results of Operations for the Six Months Ended June 30, 2026, Compared with the Six Months Ended June 30, 2025
| Six Months Ended June 30, |
Increase/(Decrease) |
|||||||||||||||
| 2026 |
2025 |
Amount |
Percent |
|||||||||||||
| Product sales |
$ | 17,543,408 | $ | 14,512,054 | $ | 3,031,354 | 20.9 | % | ||||||||
| Costs of goods sold |
10,448,742 | 8,340,158 | 2,108,584 | 25.3 | % | |||||||||||
| Gross profit |
7,094,666 | 6,171,896 | 922,770 | 15.0 | % | |||||||||||
| Administrative expenses | 2,409,586 | 1,343,260 | 1,066,326 | 79.4 | % | |||||||||||
| Sales and marketing expenses |
2,343,490 | 1,552,744 | 790,746 | 50.9 | % | |||||||||||
| Product development expenses |
437,340 | 1,588,705 | (1,151,365 | ) | -72.5 | % | ||||||||||
| Other operating income | (2,000,000 | ) | — | (2,000,000 | ) | NM | ||||||||||
| Operating expenses |
3,190,416 | 4,484,709 | (1,294,293 | ) | -28.9 | % | ||||||||||
| NET OPERATING INCOME |
3,904,250 | 1,687,187 | 2,217,063 | 131.4 | % | |||||||||||
| Other (expenses) income, net |
(69,515 | ) | 265,485 | (335,000 | ) | -126.2 | % | |||||||||
| INCOME BEFORE INCOME TAXES |
3,834,735 | 1,952,672 | 1,882,063 | 96.4 | % | |||||||||||
| Income tax expense |
58,472 | 3,809 | 54,663 | 1435.1 | % | |||||||||||
| NET INCOME |
$ | 3,776,263 | $ | 1,948,863 | $ | 1,827,400 | 93.8 | % | ||||||||
NM - Not meaningful
Product Sales
Sales of the First Defense® product line made up more than 99% of our total sales during the six months ended June 30, 2026 and 2025. We also sell our own CMT, which is used to detect somatic cell counts in milk. Sales of CMT aggregated approximately 0.5% of our total product sales during the periods reported.
Product sales during the six months ended June 30, 2026 were $17.5 million representing a 20.9%, or $3.0 million, increase over product sales of $14.5 million during the six months ended June 30, 2025. The increase was primarily due to higher sales volumes for all product categories of the First Defense® product line, including portfolio expansion, and product price increases.
Domestic sales during the six months ended June 30, 2026 increased by 32.5% (to $16.0 million), and international sales decreased by 35.7% (to $1.6 million), in comparison to the six months ended June 30, 2025. International sales aggregated 9.0% and 17.0% of total sales during the six months ended June 30, 2026 and 2025, respectively.
Costs of Goods Sold
Costs of goods sold during the six months ended June 30, 2026 were $10.4 million representing a 25.3%, or $2.1 million, increase over costs of goods sold of $8.3 million during the six months ended June 30, 2025. The increase was primarily due to higher sales of First Defense® combined with a shift of $0.6 million of costs associated with the former Re-Tain® manufacturing facility from product development expense to costs of goods sold, and $0.4 million of increased raw material costs. Costs of goods sold increased at a rate higher than sales due to the shift of depreciation and building related expenses related to our 33 Caddie facility (formerly associated with Re-Tain®) from product development expense as a result of the Company's December 2025 decision to cease its efforts on obtaining FDA approval of Re-Tain® and instead refit the facility for use in producing First Defense® products, and higher raw material costs, partially offset by price increases effective January 1, 2026.
Administrative Expenses
During the six months ended June 30, 2026, administrative expenses increased by 79.4%, or $1.1 million, to $2.4 million in comparison to $1.3 million during the six months ended June 30, 2025. The increase was primarily due a $0.7 million increase in executive compensation (including share-based compensation), coupled with $0.2 million additional legal and professional service fees.
Other Operating Income
During the six months ended June 30, 2026, the Company recorded a $2.0 million settlement with a former contract manufacturer that compensated the Company for operating costs incurred in product development and contract performance related to the development of the Company’s Re-Tain® product. The settlement resolved claims for operating costs the Company incurred in developing the product. The settlement agreement fully released the parties with no further material obligations. There are no remaining material contingent amounts related to this settlement.
Sales and Marketing Expenses
During the six months ended June 30, 2026, sales and marketing expenses increased by 50.9%, or $0.8 million, to $2.3 million in comparison to $1.6 million during the six months ended June 30, 2025. This increase was primarily due to expanded commercial efforts in First Defense® leading to $0.6 million in higher compensation and expenses associated with new and backfilled sales positions, coupled with $0.1 million in increased promotional and tradeshow related expenses. In the six months ended June 30, 2025, we restricted commercial spending due to tight product supply; however, this tight supply was alleviated in the summer of 2025.
Product Development Expenses
During the six months ended June 30, 2026, product development expenses decreased by 72.5%, or $1.2 million, to $0.4 million in comparison to $1.6 million during the six months ended June 30, 2025. This decrease was driven by the $0.6 million shift to costs of goods sold of depreciation and building related expenses related to our 33 Caddie facility (formerly associated with Re-Tain®) as part of our recently announced strategy to utilize the facility for the production of First Defense® as a result of our December 2025 decision to cease our efforts on obtaining FDA approval of Re-Tain® and instead refit the facility for use in producing First Defense® products, coupled with a $0.4 million reduction of wages and lab supplies associated with Re-Tain® product development and $0.1 million lower licenses and fees.
Other (Expenses) Income, Net
During the six months ended June 30, 2026, other (expenses) income, net was ($0.1) million in comparison to $0.3 million of other (expenses) income, net during the six months ended June 30, 2025. The year-over-year expenses increase of 126.2% or $0.3 million was primarily due to a one-time insurance recovery which occurred in the six months ended June 30, 2025.
Income Tax Expense
During the six months ended June 30, 2026, we recorded $58,472 of income tax expense as compared to $3,809 during the six months ended June 30, 2025. As mentioned above, we anticipate having some amount of tax liability for profits we may realize moving forward, as certain NOLs carried forward no longer 100% offset taxable income, but 80% offset instead.
Our sources of liquidity and capital resources are cash flows from operations, proceeds from our sale of common stock, and borrowings available under our bank line of credit.
We had aggregate debt outstanding (net of debt issuance and debt discount costs) of $8.3 million and $9.1 million as of June 30, 2026 and December 31, 2025, respectively. Recurring debt principal repayments (excluding the line of credit) aggregated $0.8 million during both the six months ended June 30, 2026 and 2025. We anticipate that recurring debt principal repayments will aggregate $1.6 million during the year ending December 31, 2026. Our $1.0 million line of credit, which bears interest at the National Prime Rate per annum, is currently available until September 11, 2026. No draw on our line of credit was outstanding as of June 30, 2026, or December 31, 2025.
Interest expense (excluding amortization of debt issuance and debt discount costs) was $189,027 and $231,110 during the six months ended June 30, 2026 and 2025, respectively. Our debt bears interest at fixed rates, which on a blended basis amounts to 4.29% per annum as of June 30, 2026. We anticipate that interest expense (excluding amortization of debt issuance and debt discount costs) will be $367,000 during the year ending December 31, 2026.
In April of 2024, we entered into our ATM Agreement, which allows us to offer and sell up to $11 million of shares of our common stock. As of June 30, 2026, we have the capacity to sell $6 million of shares under the ATM Agreement but no pending plan to issue additional shares under that arrangement.
The table below summarizes the changes in selected key accounts:
| As of |
As of |
Increase |
|||||||||||||||||
| June 30, 2026 |
December 31, 2025 |
Amount |
Percent |
||||||||||||||||
| Cash and cash equivalents |
$ | 8,860,205 | $ | 3,806,831 | $ | 5,053,374 | 133 | % | |||||||||||
| Net working capital |
$ | 16,644,234 | $ | 12,966,625 | $ | 3,677,609 | 28 | % | |||||||||||
| Total assets |
$ | 46,629,796 | $ | 42,532,447 | $ | 4,097,349 | 10 |
% | |||||||||||
| Stockholders’ equity |
$ | 31,374,536 | $ | 27,055,480 | $ | 4,319,056 | 16 | % | |||||||||||
| Common shares outstanding |
9,082,197 | 9,045,851 | 36,346 | 0% | |||||||||||||||
| Six Months Ended June 30, |
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| 2026 |
2025 |
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| Net cash provided by operating activities |
$ | 6,592,102 | $ | 3,175,334 | ||||
| Net cash used for investing activities |
$ | (901,169 | ) | $ | (454,977 | ) | ||
| Net cash used for financing activities |
$ | (637,559 | ) | $ | (480,095 | ) | ||
Net cash provided by operating activities increased $3.4 million during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. The increase was primarily due to a $1.8 million increase in net income, which benefitted from a $2.0 million settlement as the result of a contract dispute with a prior contract manufacturer for Re-Tain®. Working capital changes also contributed to the increase, including i) $1.4 million less cash used for inventory as finished goods were built up in 2025, ii) cash outflows for accounts payable and accrued expenses decreased by $0.8 million primarily due to timing of payroll and executive bonus payments, and iii) $0.9 million less cash provided by accounts receivable due to timing of order fulfillment.
Net cash used for investing activities increased $0.4 million during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. The increase was primarily due to spending on capital expenditures related to investments supporting the first phase of the First Defense® planned production increase. See “First Defense® Manufacturing Expansion” section above for further information.
Net cash used for financing activities increased $0.2 million during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025 primarily due to the absence of $0.3 million proceeds from the ATM Agreement that were received in the six months ended June 30, 2025, partly offset by $0.2 million of proceeds from the exercise of stock options during the six months ended June 30, 2026.
Commitments, Contingencies and Contractual Obligations
For disclosures on contingencies, see Note 9 “Commitments and Contingencies,” of the Notes to Condensed Unaudited Financial Statements included in Part I, Item 1 of this Form 10-Q.
Critical Accounting Policies and Estimates
Our Financial Statements are prepared in accordance with U.S. GAAP, which require us to make certain complex estimates in the application of our accounting policies based on the best assumptions, judgments, and opinions of our management. There have been no significant changes to our critical accounting policies and estimates. For a description of our critical accounting policies, see Item 7., “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable
ITEM 4 - CONTROLS AND PROCEDURES
Disclosure Controls and Procedures: Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of June 30, 2026. Based on this evaluation, management concluded that our disclosure controls and procedures were effective as of that date.
Changes in Internal Controls over Financial Reporting: Our Chief Financial Officer, other members of management, and our accounting team periodically evaluate any change in internal control over financial reporting which has occurred during the prior fiscal quarter. We have concluded that there was no change in our internal control over financial reporting that occurred during the quarter ended June 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
In the ordinary course of business, we may become subject to lawsuits, investigations and claims. Although we cannot predict with certainty the ultimate resolution of any such lawsuits, investigations and claims against us, we do not believe that any pending or threatened legal proceedings to which we are or could become a party will have a material adverse effect on our business, results of operations, or financial condition.
Except as set forth below, there have been no material changes from the risk factors identified in our Annual Report on Form 10-K for the year ended December 31, 2025, in response to Item 1A., “Risk Factors,” of Part I of the Annual Report.
Production capacity constraints: The inability to meet market demand for our products is a risk to our business. Our plans call for increases of our production capacity through yield improvements, redeploying assets previously slated for production of Re-Tain® and investing approximately $3.5 million in incremental freeze drying capacity and approximately $4.5 million in colostrum processing capacity over the next 12 to 18 months. Expanding manufacturing capacity involves practical and technical risks affecting efficiency of production including contamination and yields, and risks of not being able to access sufficient high-quality colostrum or other raw materials. There is a risk of cost overruns in our production expansion project, and a risk that we will not be able to achieve our production capacity growth objectives on a timely basis, resulting in a shortfall in supply to the market. A backlog of orders presents a risk that we could lose customers that are not easily regained. Our long-term capital plan to continue to expand the First Defense® product line requires ongoing review of equipment capacity and utilization and assessment of costs, functional obsolescence and reliability of equipment. This review and assessment could identify a need to fund unexpected equipment maintenance or replacement costs.
Colostrum collection: There is a risk that the farms that participate in our vaccination and colostrum collection process no longer wish to continue supplying us with colostrum, due to the need to use all or part of the colostrum for their own calves, or concerns with the increasing cost of colostrum-replacement products, or higher prices offered by other companies that use colostrum to develop human or animal health products. There is a risk that our supply farms, which are almost entirely located in one state, are subject to a disease outbreak that inhibits their ability to supply the colostrum. There is a risk that the quality of the colostrum collected will not be suitable for our production requirements.
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4 - MINE SAFETY DISCLOSURES
None
Rule 10b5-1 Trading Plan Elections. During the three months ended June 30, 2026, of our directors or officers adopted, modified or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408(a) of Regulation S-K of the Securities Act of 1933).
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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ImmuCell Corporation |
| Registrant | |
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| Date: August 13, 2026 |
By: /s/ Timothy C. Fiori |
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Timothy C. Fiori |
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Chief Financial Officer and |
| Principal Financial Officer | |
