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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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IMMUCELL CORP /DE/ (Name of Issuer) |
Common Stock (Title of Class of Securities) |
452525306 (CUSIP Number) |
SRK CAPITAL, LLC 206 South Avenue, Ste 8 Media, PA, 19063 (610) 424-1017 SEAN KIRKWOOD 206 South Avenue, Ste 8 Media, PA, 19063 (610) 424-1017 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/22/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 452525306 |
| 1 |
Name of reporting person
SRK FUND I, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
391,322.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Percentage calculated based on 7,811,874 shares of common stock, par value $0.10 per share, outstanding as of May 11, 2024, as reported in the Form 10-Q for the fiscal quarter ended March 31, 2024 of ImmuCell Corporation.
SCHEDULE 13D
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| CUSIP No. | 452525306 |
| 1 |
Name of reporting person
SRK Capital, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
PENNSYLVANIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
391,322.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Percentage calculated based on 7,811,874 shares of common stock, par value $0.10 per share, outstanding as of May 11, 2024, as reported in the Form 10-Q for the fiscal quarter ended March 31, 2024 of ImmuCell Corporation.
SCHEDULE 13D
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| CUSIP No. | 452525306 |
| 1 |
Name of reporting person
Sean Kirkwood | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
391,322.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Percentage calculated based on 7,811,874 shares of common stock, par value $0.10 per share, outstanding as of May 11, 2024, as reported in the Form 10-Q for the fiscal quarter ended March 31, 2024 of ImmuCell Corporation.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
IMMUCELL CORP /DE/ |
| (c) | Address of Issuer's Principal Executive Offices:
56 EVERGREEN DR, PORTLAND,
MAINE
, 04103. |
| Item 2. | Identity and Background |
| (a) | (i) SRK Fund I, LP, a Delaware limited partnership ("SRK Fund");
(ii) SRK Capital, LLC, a Pennsylvania limited liability company ("SRK Capital"), as general partner of SRK Fund; and
(iii) Sean Kirkwood, as the sole owner, member, and manager of SRK Capital. |
| (b) | The principal business address of each of the Reporting Persons is 206 South Avenue, Ste 8, Media, PA 19063. |
| (c) | The principal business of SRK Fund is investing in securities and engaging in all related activities and transactions. The principal business of SRK Capital is serving as general partner and the investment manager to, and managing investment and trading accounts of, SRK Fund. The principal occupation of Mr. Kirkwood is serving as the sole owner, member, and manager of SRK Capital. |
| (d) | During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the past five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | SRK Fund I, LP is organized under the laws of Delaware. SRK Capital, LLC is organized under the laws of Pennsylvania. Mr. Kirkwood is a citizen of the United States of America. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The shares purchased by SRK Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 391,322 Shares beneficially owned by SRK Fund is approximately $1,972,263, excluding brokerage commission. | |
| Item 4. | Purpose of Transaction |
The Reporting Persons purchased the Shares based on their belief that the Shares, when purchased, were undervalued and constituted an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
The Reporting Persons do not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. Depending on various factors including, without limitation, the Issuer's financial position, results and strategic direction, actions taken by the Issuer's management and the Issuer's board of directors (the "Board"), other investment opportunities available to the Reporting Persons, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications and information exchanges with the Issuer's management and Board, engaging in discussions with shareholders of the Issuer or other third parties about the Issuer and the Reporting Persons' investment, making recommendation concerning changes to the Issuer's operations, governance or capitalization, potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer's financial and/or operational performance, acquiring additional Shares, disposing of some or all of Shares, or changing their intention with respect to any and all matters referred to in Item 4. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of the date hereof, SRK Fund beneficially owned 391,322 Shares. Representing approximately 5.0% of the outstanding shares.
SRK Capital, as the general partner of SRK Fund, may be deemed the beneficial owner of the 391,322 Shares owned by SRK Fund. Representing approximately 5.0% of the outstanding shares.
Mr. Kirkwood, as the sole owner, member, and manager of SRK Capital, may be deemed the beneficial owner of the 391,322 Shares owned by SRK Fund. Representing approximately 5.0% of the outstanding shares. |
| (b) | SRK Fund:
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 391,322
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 391,322
SRK Capital:
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 391,322
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 391,322
Mr. Kirkwood:
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 391,322
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 391,322 |
| (c) | This Schedule sets forth information with respect to each purchase and sale of shares of Common Stock which were effectuated by the Reporting Person within the past sixty (60) days. All transactions were effectuated in the open market through a broker. Where the price reported in the column titled "Price Per Share ($)" is a weighted average price. The Reporting Persons will undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares of Common Stock sold or purchased at each separate price.
Trade Date Shares Purchased Price Per Share ($)
3/20/2024 628 5.07
3/22/2024 28 5.05
3/26/2024 352 5.16
3/27/2024 500 5.19
3/28/2024 2,173 5.35
4/02/2024 100 5.12
4/04/2024 3,829 5.10
4/05/2024 800 5.09
4/08/2024 1,533 5.30
4/09/2024 1,846 5.25
4/11/2024 2,671 5.20
4/15/2024 10,000 5.05
4/16/2024 9,210 5.05
4/17/2024 893 5.04
4/24/2024 1,000 5.02
4/25/2024 200 4.79
4/29/2024 1,000 5.13
4/30/2024 12,000 5.05
5/01/2024 1,231 5.00
5/02/2024 695 5.00
5/03/2024 100 5.00
5/07/2024 504 5.10
5/09/2024 493 5.29
5/14/2024 217 5.44
5/15/2024 19,901 4.90
5/16/2024 9,483 4.85
5/17/2024 5,751 4.83
5/20/2024 9,064 4.76
5/21/2024 2,002 4.76
5/22/2024 3,500 4.76 |
| (d) | To the knowledge of any of the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported in this Item 5. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
On May 22, 2024, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the Shares of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer. | |
| Item 7. | Material to be Filed as Exhibits. |
99.1 Joint Filing Agreement, dated May 22,2024. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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