ImmuCell Corporation (NASDAQ:ICCC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry Into a Material Definitive Agreement.
Common Stock Offering
On December 19, 2017 ImmuCell Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Craig-Hallum Capital Group LLC (the “Underwriter”) in connection with an underwritten public offering (the “Offering”) of 417,807 shares of the Company’s common stock, par value $0.10 per share (“Common Stock”). Subject to the terms and conditions of the Underwriting Agreement, the Company has agreed to sell to the Underwriter, and the Underwriter has agreed to purchase from the Company, an aggregate of 417,807 shares of Common Stock. The price to the public is $7.30 per share. The Company expects to close the sale of the Common Stock on or about December 21, 2017, subject to customary closing conditions.
The Company estimates net proceeds from the offering to be approximately $2.7 million, after deducting underwriting discounts and commissions and estimated offering expenses. The Company intends to use the net proceeds from the offering to:
| · | complete the Nisin production facility (estimated total cost is now $21 million, which is $197,000 greater than our previously disclosed estimate of $20,803,000); |
| · | expand production capacity for the newly launched First Defense® Tri-Shield™ in a gel tube delivery format; |
| · | hire additional regional sales managers; |
| · | engage a qualified consultant to help achieve regulatory approval for the sale of the First Defense® product line outside of North America; and |
| · | general working capital purposes. |
The shares of Common Stock have been registered to the Registration Statement on FormS-3 (Registration Statement No. 333-207635) (the “Registration Statement”) previously filed with the Securities and Exchange Commission (the “SEC”) on November 5, 2015 and declared effective by the SEC on November 10, 2015.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
to the terms of the Underwriting Agreement and related lock-up agreements, the Company and all of its directors and executive officers also agreed not to sell or transfer any Common Stock held by them for 90 days after December 19, 2017 without first obtaining the written consent of the Underwriter, subject to certain exceptions, extensions and terms as set forth in the Underwriting Agreement.
Item 2.02. Results of Operations and Financial Condition.
On December 19, 2017 ImmuCell Corporation (the “Company”) issued a press release announcing, among other things, its product sales for the twelve-month period ended November 30, 2017 and its cash and cash equivalents balance as of November 30, 2017. The press release is attached hereto as Exhibit99.1 to this Current Report on Form8-K and is incorporated herein in its entirety.
The information in this item shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act or the Exchange Act, except to the extent, if any, expressly set forth by specific reference in such filing.
Item 7.01. Regulation FD Disclosure.
On December 19, 2017 the Company issued a press release announcing the pricing of the Common Stock in the Offering. A copy of the press release is filed as Exhibit99.1 to this report and is incorporated herein by reference.
The information in this item shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act or the Exchange Act, except to the extent, if any, expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
IMMUCELL CORP /DE/ ExhibitEX-99.1 2 f8k121917ex99-1_immucellcorp.htm PRESS RELEASE OF IMMUCELL CORPORATION,…To view the full exhibit click here
About ImmuCell Corporation (NASDAQ:ICCC)
ImmuCell Corporation is an animal health company. The Company operates in the development, acquisition, manufacture and sale of products that improve the health and productivity of cows for the dairy and beef industries segment. The Company has developed products that provide immediate immunity to newborn dairy and beef cattle, and is developing product line extensions of its existing products that address mastitis. The Company’s lead product, First Defense, is manufactured from cows’ colostrum utilizing its vaccine and milk protein purification technologies. Its Wipe Out Dairy Wipes are made from a non-woven fabric that allows for a vigorous cleaning. It also developed California Mastitis Test (CMT), which is used for bulk tank, as well as individual cow sample monitoring and is used to determine which quarter of the udder is mastitic. Its product development initiative is Mast Out, a Nisin-based intramammary treatment of subclinical mastitis in lactating dairy cows.
