As filed with theSecurities andExchange Commission on December 5,2016 Registration No. 333-214641
UNITED STATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C.20549
PRE-EFFECTIVE AMENDMENT NO. 1 TO
FORMS-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ImmuCell Corporation
(Exact name ofregistrant asspecified in itscharter)
| Delaware | 01-0382980 | |
| (Stateor otherjurisdiction ofincorporationor organization) | (I.R.S. Employer Identification Number) |
56Evergreen Drive
Portland, ME 04103
(207) 878-2770
(Address, including zip code,and telephone number, including area code, ofregistrant’s principal executive offices)
Michael F. Brigham
President, Chief Executive Officer and Treasurer 56Evergreen Drive
Portland, ME 04103
(207) 878-2770
(Name, address,including zip code,and telephone number, including area code, ofagent forservice)
Copy to:
DavidJ.Champoux
Pierce AtwoodLLP
254Commercial Street
Portland,ME 04101
(207) 791-1100
Approximatedate ofcommencement ofproposed sale tothe public: From timeto time after this Registration Statement becomeseffective.
Ifthe onlysecurities beingregisteredonthis Form are beingoffered pursuant to dividend orinterest reinvestment plans,please check thefollowing box:¨
If any of thesecurities beingregistered onthis Form areto beofferedon adelayed orcontinuous basispursuant toRule 415under the Securities Act of 1933,other than securities offered onlyinconnection with dividend orinterestreinvestmentplans, check thefollowingbox:þ
Ifthis Formisfiled to register additional securities for anoffering pursuant to Rule 462(b)under the Securities Act, please check thefollowingboxand listthe Securities Act registrationstatement number of the earliereffective registration statement for the same offering.¨
Ifthis Formis apost-effective amendment filed pursuant to Rule 462(c)under the Securities Act, checkthe following boxand list theSecurities Act registration statement number of theearlier effective registration statement for thesame offering.
¨
Ifthis Formis aregistration statement pursuant to General Instruction I.D. or apost-effective amendment thereto that shall become effective uponfiling with the Commissionpursuant to Rule 462(e)under the Securities Act, checkthe following box.¨
Ifthis Formis apost-effective amendment to aregistration statement filed pursuant to GeneralInstructionI.D.filed to register additional securities oradditional classes of securitiespursuant to Rule 413(b)under the Securities Act, check thefollowing box.¨
Indicatebycheck markwhether theregistrant is alargeacceleratedfiler,an acceleratedfiler, anon-accelerated filer or asmaller reporting company. See thedefinitionsof“large accelerated filer”, “accelerated filer” and“smaller reporting company”inRule 12b-2 oftheSecuritiesExchangeAct of 1934.
| Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☐ | Smaller reporting company ☒ |
CALCULATION OF REGISTRATION FEE
Title of eachclass ofsecuritiestobe registered |
Amounttobe registered (1)(2) |
Proposed maximumoffering price per Share(2) | Aggregate maximum offering price (2) |
Amountof registration fee | ||||||||||
| Common Stock, par value $0.10 per share (3) | 659,880 shares | $ | 5.16 | $ | 3,404,981 | $ | 394.64 | |||||||
| (1) | Pursuant to Rule416undertheSecurities Act of 1933(the “Securities Act”), this registrationstatement alsocoversany additionalsecurities that may beofferedorissued in connectionwithanystock split, stock dividend orsimilar transaction. |
| (2) | Estimatedsolelyfor the purpose ofcalculating the amount ofthe registration fee in accordancewith Rule 457(c)undertheSecurities Act. The proposedmaximum offering price pershare and proposedmaximum aggregate offering price are basedupon the average ofthehigh ($5.24)and low ($5.08)salesprice ofthe registrant’s commonstockonNovember 15, 2016, asreportedonthe NASDAQ Capital Market. |
| (3) | Also includes rightsissuablein respect of anysuch shares of CommonStock pursuant to the registrant’s CommonStock Rights Plan, as amended, asmore fully describedin the prospectus forming a part ofthis registration statement. |
The Registrant hereby amends thisRegistrationStatementonsuchdate or dates asmaybe necessary todelay its effectivedate until the Registrant shall file afurther amendment whichspecificallystates thatthis RegistrationStatement shall thereafterbecome effectiveinaccordance withSection 8(a) ofthe Securities Act of 1933 oruntil the RegistrationStatementshallbecome effective onsuch date asthe Securities andExchange Commission, acting pursuant tosaid Section 8(a),maydetermine.
Theinformation in this preliminaryprospectusisnot completeand may bechanged. TheSelling Stockholdersmaynot sell these securities until theregistration statement filed with the Securities and Exchange Commissionis effective. Thisprospectus is notanoffer to sell these securities and the Selling Stockholdersarenot soliciting offers to buythese securities in anystate where theofferorsale ofthese securitiesisnot permitted.
| Subject ToCompletion, Dated December 5, 2016 | |
| Prospectus |
IMMUCELL CORPORATION
659,880Sharesof
CommonStock
Thisprospectus covers the sale,transfer orother disposition ofup to 659,880 sharesofcommon stockby certainSelling Stockholders, which, as usedherein, includes donees,pledgees, transferees, and other successors-in-interest selling sharesof commonstockreceivedafter the date ofthis prospectus from a Selling Stockholder as agift, pledge, partnership distribution orother transfer,orthe Selling Stockholders. The Selling Stockholders may,fromtime to time,sell, transfer orotherwisedispose ofanyorall oftheir sharesofcommon stock on any stockexchange, market, ortrading facility onwhich the shares are traded orin private transactions. Thesedispositions may be atfixed prices, atprevailing market prices atthe timeofsale, at prices relatedtothe prevailingmarketprice, atvarying pricesdeterminedatthe time ofsale,or atnegotiated prices.
ImmuCell is not offeringanyshares of common stockfor sale under this prospectus. Wewillnot receive anyofthe proceeds fromthe sale orother disposition of theshares of common stockbytheSellingStockholders.
Ourcommon stockis listed ontheNASDAQCapital Market underthe symbol“ICCC.” Theaggregate market valueof our outstanding commonstock heldbynon-affiliates was approximately $24,779,280 based on 4,847,390sharesofoutstanding commonstock,ofwhich 863,583sharesareheld byaffiliates, and a price of $6.22 pershare, which was the last reportedsaleprice ofour commonstockasquoted on NASDAQCapital Market on December 1, 2016.
INVESTING IN OUR COMMON STOCK INVOLVESRISKS. YOU SHOULD REVIEWCAREFULLYTHE RISKSAND UNCERTAINTIES DESCRIBED UNDERTHEHEADING “RISK FACTORS”CONTAINED HEREIN AND IN OUR ANNUAL REPORT ONFORM10-K FORTHE YEAR ENDED DECEMBER31, 2015,AND UNDER SIMILARHEADINGS INTHE OTHER DOCUMENTS THAT ARE INCORPORATED BYREFERENCEINTO THIS PROSPECTUS.
NEITHERTHESECURITIES AND EXCHANGECOMMISSIONNOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES ORDETERMINEDIF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.ANY REPRESENTATIONTO THECONTRARY IS A CRIMINAL OFFENSE.
The date ofthis prospectus is December 5, 2016.
TABLE OFCONTENTS
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CAUTIONARY NOTEREGARDINGFORWARD-LOOKING STATEMENTS
Someofthestatementsinthisprospectus constitute “forward-looking statements” within the meaningof Section 27A of theSecurities Act of 1933and Section 21E of theSecurities Exchange Actof1934. Thesestatements relateto futureevents concerning ourbusiness and to our future revenues,operating results andfinancial condition. In some cases,youcan identifyforward-looking statementsbyterminology such as“may”, “will”, “could”, “would”, “should”, “expect”, “plan”, “anticipate”, “aim”, “intend”, “believe”, “estimate”, “target”, “forecast”, “predict”, “project”,“propose”, “potential”, or“continue”,or thenegativeof those terms orothercomparableterminology.
Anyforward-looking statements containedinthis prospectus are only estimates orpredictionsoffuture events based oninformationcurrentlyavailable to our management and management’s current beliefsabout thepotential outcome offuture events. Whether these future events will occur asmanagement anticipates, whether we willachieve our businessobjectives, andwhether our revenues, operatingresults orfinancialcondition will besustained or improveinfuture periods are subjectto numerousrisks. There are a number ofimportant factors that could cause actual resultsto differ materially from theresults anticipatedbythese forward-looking statements. Theseimportant factors include those that we discussunder the heading “Risk Factors”and in other sections ofour Annual Report on Form 10-Kfor the year ended December 31, 2015and our Form 10-Q forthe quarterly periodended September 30, 2016,all filed with theSecuritiesandExchange Commission (“SEC”),aswell asin ourotherreportsfiled fromtime to time withthe SEC that are incorporated byreference into this prospectus. Youshouldreadthese factorsand the other cautionarystatements made in this prospectus and in the documents we incorporate byreference into thisprospectusasbeing applicableto all related forward-looking statements wherever they appearin this prospectus or the documents we incorporatebyreference into this prospectus. Ifoneormore ofthese factors materialize,orif anyunderlying assumptions prove incorrect,our actualresults, performanceorachievements may varymateriallyfromanyfuture results,performanceorachievements expressed orimpliedby theseforward-looking statements.Weundertake no obligationto publiclyupdate any forward-lookingstatements, whether as aresult of newinformation, future events orotherwise, except asrequiredbylaw.
Thisdocument is called aprospectus and is part of a registrationstatement thatwehave filed with theSEC, using a“shelf” registration process.
Ifthereis any inconsistency between theinformationin thisprospectusorinformation incorporated byreference having alater date,you shouldrely on the incorporatedinformation havingalater date. Weurge you to readcarefully this prospectus, together with theinformationincorporatedhereinbyreferenceas described underthe heading “WhereYouCan Find MoreInformation,”beforebuyingany ofthe securities being offered.
Youshould rely only onthe informationwehave provided orincorporatedbyreference in this prospectus. Wehave not, andthe Selling Stockholders have not, authorizedanyone to provideyou with different information. No dealer,salespersonorother personis authorized to giveany information orto represent anything not contained in this prospectus.
Neither thedeliveryofthis prospectus nor anysale made under it implies that there has beenno change in our affairs orthat the information in this prospectus is correct as of any dateafter the date ofthis prospectus.You shouldassume that theinformationinthis prospectusisaccurate onlyas of the date onthe front of thisprospectus, and thatanyinformation wehave incorporated byreference is accurate only asofthe date of thedocument incorporated byreference, regardless of thetime of deliveryofthis prospectus or any sale of asecurity.
Thisprospectus contains summariesof certainprovisions containedinsomeof the documents describedherein, but referenceismade to the actual documentsfor complete information.Allofthe summaries arequalifiedintheirentirety by the actualdocuments.Copies ofsome ofthe documentsreferred to hereinhave beenfiled, will befiled orwill beincorporatedbyreferenceasexhibits to theregistration statementofwhich this prospectusis a part, andyou may obtain copies ofthose documents as described below under“WhereYouCan Find MoreInformation”.
Inthis prospectus, unless thecontext otherwise requires, references to “we”, “us”, “our” orsimilar terms, aswell asreferences to “ImmuCell”orthe “Company”, refer to ImmuCell Corporation.
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We are agrowing animalhealth companywhose purposeisto create scientifically-proven and practical productsthat result in ameasurable economic impact on animalhealth and productivity in the dairy and beefindustries.Wewere original incorporatedin Maine in 1982and reincorporated in Delaware in 1987,in conjunction with our initial public offering of commonstock. Wehavedeveloped productsthat providesignificant,immediate immunityto newborn dairyandbeefcattle and arein the late stagesof developing a new productthat addressesmastitis, the most significantcause ofeconomic loss to the dairyindustry.
Across all product lines, our productsales for the year ended December 31, 2015increasedby35%,or$2,632,000,to$10,229,000from $7,597,000in2014,and gross marginsas apercentageof product saleswere 61%in 2015, ascompared to 59%during 2014.Growthinsalesofour lead product,First Defense® andrelated productline extensions, has driventhe increasein our totalproductsales. Sales ofFirst Defense®,andrelated product line extensions, aggregated 92.8%and91.6% ofour total product sales during theyearsendedDecember 31, 2015and 2014,respectively. Sales ofFirst Defense®and related productline extensions increasedby36%, 27% and 14%during theyears endedDecember 31, 2015, 2014and 2013,respectively, in comparisonto the prioryears.First Defense® is manufactured fromhyperimmunecows’ colostrum (themilk that acowproduces immediatelyafter givingbirth) utilizing our proprietary vaccine andmilk proteinpurification technologies. Thetarget disease, bovine enteritis (calf scours), causesdiarrhea and dehydrationinnewborn calvesand often leadsto serious sickness and evendeath.FirstDefense® is the only USDA-licensed, orally delivered scourspreventiveproduct onthe market for calves with claims againstE. coli K99and coronavirus (two leading causes ofscours).First Defense® providesbovine antibodiesthat newborncalves need butareunable to produce ontheir own immediatelyafter birth. Our milkantibody products provideImmediate Immunity™duringthefirst few critical daysoflife when calvesneed this protectionmost. Studies have shown that calvesthat scour aremore susceptible to other diseases laterinlife and under-perform calves that donot contract scours.
During thethird quarter of 2016,our total productsalesdeclined 20%, or $504,000,to $1,968,000 from $2,472,000during thesameperiodin2015. Forthe nine-month periodended September 30, 2016,our totalproductsales declined 3%, or $204,000,to$7,330,000from$7,534,000during the same periodin2015.Weexperienced net operating incomeof $50,000during the third quarter of 2016(compared to $627,000in the third quarter of2015).We recordednet operating income of $771,000duringthenine-month periodended September30, 2016,compared to $1,661,000during the comparable period of 2015.We recordednet incomeof $35,000, or$0.01 perdiluted share, during thethird quarterof 2016compared to $351,000, or $0.11 perdiluted share during the comparable period of 2015. Werecorded net incomeof$478,000, or$0.11 perdiluted share, during thenine-month periodended September 30, 2016compared to $924,000,or$0.29 perdiluted share, during the comparable period of 2015.
Webelieve that the declinesexperienced in thethird quarter of 2016inFirst Defense® sales areattributable to several factors:
| - | Customerorderpatterns were disrupted during the prolonged period of orderbacklogfromfirst quarter of 2015untilthe early part ofthe third quarter of2016. |
| - | Aftercompleting asignificant investment to doubleFirst Defense® production capacity during early 2016,the distribution chainwas re-suppliedwithproductlargely duringthe second quarter of2016. |
| - | When customers were unable to securesupply ofFirst Defense®, somemoved to other products (with and without claims), and someoptedto use no scours preventativeatall. |
| - | Acompetitive product,that experienced interrupted supplyto the market during late 2014andthroughthefirst halfof2015,has returned to the market. Some customers have reverted backtousingthisproduct. |
| - | TheCompany’s sales team needsto regain momentum lostwhen it was not ableto focusonacquiringnewcustomers during the period ofscarce product supply. |
| - | Based onour informal surveyofmarket sources, the value of abullcalfhas droppedfrom approximately$450last yeartoabout $50to$200presently. |
| - | Theaverage Class IIImilkpricehas declined from $15.80 perhundred pounds during2015(compared to $22.34for2014)to $14.38duringthefirstninemonthsof2016. Theaverage price of $13.48during the first sixmonthsof theyear increased to $16.18duringthethird quarter of2016. |
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Althoughsome ofthese unfavorableconditionsappearto beimproving,wedonot expectto see total sales for2016reaching thehistoric high levelsexperiencedin 2015.
The majority ofourproductdevelopment budgetfrom 2000through 2016has beenfocusedonthe developmentofMastOut®, aNisin-based intramammary treatment ofsubclinical mastitisinlactatingdairycows. During the 16.75-year periodthat began on January 1, 2000(the yearwe beganthe development ofMast Out®)and ended on September30,2016,weinvested theaggregateof approximately $12,271,000in the development ofMastOut®. This estimatedallocation toMast Out®reflectsonly directexpenditures andincludes no allocation of product developmentoradministrative overhead expenses. Approximately $2,891,000 ofthis investmentwasoffsetbyproductlicensing revenuesand grant incomerelated toMast Out®. Nisinis an antibacterial peptidethat hasbeendemonstratedinclinicalstudiesto be aneffective aidin the reduction ofmastitis-causing organismsin dairycows. Mastitisisa very common infectionin dairy cows that resultsininflammationofthe mammary gland.Because dairy producers arerequired to discard milk for a periodduring andafter treatmentwith all currently marketedmastitis treatment productsdue to concerns aboutantibiotic residue inmilk,it is generally current practice to onlytreat mastitis when the disease hasprogressed to the clinical stagewhere the milk fromaninfected cow cannot be sold. WebelievethatMast Out®could revolutionize the way thatmastitis is treatedbymaking earlier treatment ofsubclinically infected cows economically feasiblebynotrequiring amilk discardduring, orfor a period oftime after, treatment. Noother FDA-approvedmastitis treatment product onthe market canoffer this value proposition. CommercialintroductionofMast Out®in theUnited Statesis subjectto approval ofourNewAnimal DrugApplicationbythe U.S. Foodand DrugAdministration’s Center for Veterinary Medicine(FDA), which approvalcannotbeassured. Foreign regulatory approvalswouldberequired for sales in keymarketsoutside of theUnited States, which would involve some similar and somedifferent requirements.
Duringthethird quarter of 2016,webegan construction of amajor expansionofour manufacturing facilities to enable us to produceNisinforuse in the production andsale ofMastOut®. Weanticipate that construction ofthe building will be completed bythe end ofthe third quarterof 2017,and thatequipmentinstallation will becompleted during the first quarter of 2018. This facilitywould then producevalidationbatchesfor submittal to and review by FDA, and thefacility will beinspected byFDA, as part ofour NADAapplication process,which we hopewill becompletein 2019,enabling commercial sales ofMast Out®to commence.
Theestimated costofthisproductionfacilityis $20million.As ofSeptember 30,2016,our cash and cashequivalents totaled $9,607,000(includingapproximately $5.3millionin net proceedsfrom ourpublic offeringofcommonstock completed in February 2016and excluding $343,000held temporarily in escrow). Wepreviously arranged for secured creditfacilities provided byTDBanktotaling $4.5million and aline of credit totaling $500,000to beavailable to fund a portion of the costof the Nisin productionfacility. Approximately $651,000had been paidtowards this project asofSeptember 30, 2016. Theremaining cost ofthe productionfacility (approximately $4.4million) we expectto fund with theapproximately$3.2millioninnetproceedsfrom the commonstock issuancedescribedin “Private Placement ofCommon Shares”, and with a combination of cashgeneratedby operationsinthefourth quarterof 2016and the first and second quarters of 2017and possibly some additional bank borrowings.
Our principal executiveoffices arelocated at 56Evergreen Drive, Portland, ME 04103.Our telephone number is(207) 878-2770.Our website is located atwww.immucell.com.Informationcontainedon, orthat can beaccessed through, our website is not part ofthis prospectus.
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PRIVATEPLACEMENTOFCOMMONSHARES
On October 17, 2016weentered into apurchase agreement (the “Securities Purchase Agreement”) with institutional and accredited investorsaspartof a private placementpursuant to whichweagreed to issue atotalof 659,880share ofour common stock(the “Shares”) for anaggregate purchase price of $3,464,370.Closingof theprivate placement pursuant to the Securities Purchase Agreement occurred on October21, 2016.
Inconnection with the Securities Purchase Agreement,wealso enteredinto aRegistration Rights Agreement (the“Registration Rights Agreement”) pursuant to whichwehave filed with the SECthe registration statement ofwhich this prospectus forms a part,relating to the offer andsale orother dispositionbythe holders of theShares. Pursuant totheRegistration Rights Agreement,we areobligated to file theregistration statementbyNovember 16, 2016and to use commercially reasonable effortsto cause theregistration statement to be declaredeffectivebyJanuary 15, 2017,whichis 90daysfrom the date ofthe Securities Purchase Agreement. Failure to meet thoseand related obligations, orfailure to maintain the effective registration ofthe Shares, will subjectImmuCell to paymentofliquidated damages.
Copies ofthe Securities PurchaseAgreement andthe RegistrationRights Agreement areincorporated byreference asexhibits to the registration statement ofwhich this prospectusformsa part. Theforegoing summaries of eachofthe transaction documents,includingthewarrants, arequalified in theirentiretybyreference to such documents.
| Common stock outstanding: | 4,847,390shares (1) | |
| CommonStock thatmaybe sold orotherwisedisposed of by the SellingStockholders: | 659,880shares | |
| NASDAQ Capital Market symbol for commonstock: | ICCC | |
| Use of proceeds: | Wewillnot receiveany ofthe proceeds from the sale or other disposition of the Shares coveredbythis prospectus | |
| Risk factors: | See “RiskFactors”inour Annual Report on Form 10-KfortheyearendedDecember31, 2015 aswell asour subsequently filed periodicand currentreports,foradiscussionoffactors to consider beforeinvestinginshares of our commonstock. | |
| (1) | The numberofsharesshown tobeoutstanding isbasedonthe numberofsharesofourcommonstock outstandingasofDecember 1, 2016,anddoes notinclude shares reserved for issuanceupon theexerciseof optionsgrantedoravailable under stock option plans. |
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WHERE YOUCAN FIND ADDITIONAL INFORMATION
Wehave filed with the SEC aregistration statementonFormS-3 under the Securities Actof 1933, asamended (“Securities Act”), with respectto the securities coveredbythis prospectus. Thisprospectus, which is a part ofthe registration statement, does notcontain allofthe informationset forthinthe registration statement orthe exhibits and schedules filed therewith. Forfurtherinformationwith respectto us and thesecurities covered bythis prospectus,please see the registration statement and theexhibitsfiled with the registration statement. A copyofthe registration statement and the exhibitsfiled with the registrationstatementmay beinspected without charge atthePublicReferenceRoommaintained by theSEC, located at 100 FStreet, N.E.,Washington, D.C. 20549. Pleasecall the SEC at 1-800-SEC-0330for more information about the operation ofthe Public Reference Room. TheSEC also maintains awebsite that contains reports, proxy andinformation statements andother information regardingregistrants thatfileelectronicallywith the SEC. The address ofthe websiteishttp://www.sec.gov.
We aresubject to the information and periodicreporting requirements of theSecurities Exchange Act of 1934, asamended (the “Exchange Act”) and, in accordancetherewith,wefile periodicreports, proxystatements and otherinformation with theSEC. Such periodic reports, proxystatementsandother information areavailable for inspection and copying at thePublic Reference Roomand website ofthe SECreferred to above.Wemaintain awebsite atwww.immucell.com.Youmay accessour Annual Report on Form 10-K,Quarterly Reports on Form 10-Q,CurrentReports on Form 8-Kand amendments to those reportsfiled pursuant to Sections 13(a)or 15(d) ofthe Exchange Act with the SECfree ofchargeatour websiteas soon as reasonablypracticable after such material is electronically filed with, or furnished to,theSEC.Our website andthe informationcontained onthat site, orconnected to that site, arenot incorporated into and arenota part ofthis prospectus.
INCORPORATION OF INFORMATION BYREFERENCE
TheSEC allows us to “incorporatebyreference”theinformationwefile with it, which means thatwe candisclose important informationto you byreferring you to those documents. Theinformation weincorporatebyreferenceis animportantpart ofthis prospectus, andcertaininformation thatwewilllater file with the SECwillautomatically update and supersede this information. Weincorporate byreference the documentslisted below, aswellas anyfuture filings made with theSEC underSections13(a),13(c), 14 or 15(d) of theExchange Actfrom the date of the initialregistration statement and priorto the effectiveness ofthis registration statement, and anyfilings made after the date ofthis prospectusuntil we sell all of thesecurities underthisprospectus,except thatwe donot incorporate any document or portion of adocumentthatwas furnished and deemedbythe rules of theSEC not to have beenfiled:
| · | Our AnnualReport on Form 10-Kfor the fiscal year ended December 31, 2015,filed with the SEConMarch25,2016; |
| · | Our QuarterlyReports on Form 10-Qfor the quarters ended March 31, 2016,June30,2016 and September30,2016,filed with theSEC, respectively, on May 11, 2016,August11, 2016and November 10, 2016; |
| · | Our CurrentReports on Form8-K filed withtheSEConJanuary 7, 2016, January 29, 2016, January 29, 2016, February 3, 2016,February10, 2016, March 7, 2016, March 31, 2016, May 11, 2016, May 23, 2016,June15,2016,June16,2016, August11,2016,October 11, 2016, October 18, 2016, October 18, 2016,October 21, 2016and November 10, 2016;and |
| · | Our definitiveproxy statement onSchedule14Afiled onApril28, 2016for our annual meeting ofshareholders held onJune15, 2016. |
| · | OurForm 8-Afiled with the SEC on March 18, 1987with respectto our Common Stock. |
| · | OurForm 8-Afiled with the SEC onSeptember13, 1995, asamendedbyForm 8-A/Afiled with the SEC onJune 30, 2008,withrespectto our Common StockPurchase Rights. |
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Additionally, allreports andother documents subsequentlyfiledbyus pursuant to Sections 13(a), 13(c), 14and 15(d) ofthe Exchange Act after(i) the date ofthe initial registration statement and priortoeffectivenessofthe registrationstatement; and(ii)the date ofthis prospectus and priortothetermination or completionof this offering,shall be deemedtobeincorporated byreference in thisprospectus andto be parthereof from the dateoffilingofsuch reports and otherdocuments. Anyinformation thatwesubsequently file with the SEC that is incorporated byreference as describedabove will automatically update and supersede any previousinformation thatispart ofthis prospectus.
Wehereby undertake to providewithout charge to each person,includinganybeneficialowner,to whom acopy ofthisprospectusis delivered, uponwrittenor oralrequest of any suchperson,a copy ofany andall oftheinformationthat has been ormay beincorporated byreference in thisprospectus, other thanexhibits to such documents.Requests for such copiesshouldbedirected to ourCorporateSecretaryat 56Evergreen Drive,Portland, ME 04103.Our telephonenumberis (207) 878-2770.
Aninvestmentinourcommonstock involves risks. Priorto making adecision aboutinvesting in our commonstock, you should considercarefully the risks together with allof the other informationcontainedor incorporatedbyreference in this prospectus,including any risks describedin the sectionentitled “Risk Factors” contained in our Annual Report on Form 10-Kfor the fiscal year ended December 31, 2015and our subsequent filingswith the SEC.
Thedescription belowofourcommon stock andprovisionsofour certificateof incorporationand bylaws aresummaries and arequalifiedbyreference to thecertificate ofincorporation and the bylaws. These documents are filed asexhibits to the registration statement ofwhich thisprospectus is apart.
Our authorized capital stock consistsof10,000,000sharesof commonstock. AsofDecember 1, 2016,there were 4,847,390sharesof common stockoutstanding. Theholdersof common stock areentitled to receive ratablydividends, if any, asmay be declaredfrom time to timeby the Board ofDirectors outoffunds legallyavailable for thatpurpose. Inthe eventofour liquidation, dissolution orwinding up, whether voluntary orinvoluntary, the holdersof common stock areentitled to shareratablyin allassets remaining after paymentof or provisionfor liabilities.The commonstock has no preemptive orconversionrights orother subscription rights. There areno redemption or sinkingfund provisions applicableto the commonstock. All outstandingsharesof common stock are fully paidand nonassessable, and the shares of commonstock to beissued upon theclosingofthis offering will befullypaidand nonassessable.
Theholders ofcommon stock areentitled to one vote pershare onall matters to bevoted upon bythe shareholders.Thereis no cumulative voting.
Effectof CertainProvisions of ourCertificateofIncorporation, Bylaws andCommonStockRights Plan
Provisionsofour certificateofincorporation,our bylaws, our CommonStock Rights Plan orDelaware law maydiscourage,delay orprevent amerger, acquisition or otherchangeincontrolthatstockholders may considerfavorable, including transactionsin whichstockholders might otherwise receive a premiumfor theirsharesofour common stock. Theseprovisionsmay alsoprevent orfrustrate attemptsbyour stockholders to replace orremove our management. Theseprovisionsinclude:
| · | limitationson theremovalofdirectors; advance notice requirements for stockholder proposals and nominations; |
| · | theabilityofourBoard ofDirectors to alter or repealour bylaws; |
| · | theability ofourBoard of Directorsto refuse to redeem rightsissuedunderourCommon StockRights Plan orotherwise to limit orsuspend its operationthat would work to dilute the stock ownership of apotential hostile acquirer, likelypreventing acquisitions thathave notbeen approved byour Board ofDirectors; and |
| · | Section203 oftheDelawareGeneralCorporationLaw, which prohibits apublicly-held Delawarecorporation fromengaginginabusiness combinationwithaninterested stockholder (generallydefinedasa personwhich together with its affiliates owns, orwithin the last threeyears has owned, 15% ofour voting stock, fora period ofthree years after the dateof thetransactioninwhichthe personbecameaninterested stockholder) unless the business combinationisapprovedin a prescribedmanner. |
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Theexistenceofthe foregoing provisions andanti-takeover measures could depress thetradingprice ofour commonstock orlimit the pricethat investors might bewilling topay in thefuture for shares ofour commonstock. Theycould also deterpotential acquirers ofour Company, therebyreducing the likelihood ofobtaining a premiumfor our commonstockin anacquisition.
Theseprovisions, summarizedbelow, areexpected to discourage coercive takeover practicesand inadequate takeover bidsand to promote stability in our management. Theseprovisions arealso designed to encourage persons seekingto acquire control of usto first negotiate with our board ofdirectors.
| · | Shareholder Meetings. Our bylawsprovide that aspecial meeting ofshareholdersmay becalledonlyby thePresidentor bytheBoard ofDirectorsor byshareholders holding amajorityof the outstandingsharesofourcommonstock. |
| · | RequirementsforAdvance NotificationofShareholderNominationsandProposals.Our bylaws establish advance notice procedureswithrespectto shareholder proposals andthe nominationof candidatesfor electionasdirectors, other than nominations madebyor atthedirection ofour Board ofDirectorsor acommittee oftheBoard ofDirectors. |
| · | BoardofDirectors Vacancies. Under our bylaws,any vacancyonthe Board ofDirectors, including a vacancyresulting fromanenlargementofthe Board ofDirectors, may only befilledbyvoteof amajorityofthe remainingdirectors. Any directormay beremovedbyvoteof the holders of amajorityofthe outstanding sharesofour commonstock.Thelimitationson theremovalof directorsand fillingofvacancies would have theeffectofmaking it more difficult for athirdpartyto acquire control of us, or ofdiscouragingathirdparty fromacquiring controlofus. |
| · | Board ofDirectors Size. Withintherange specifiedbyour bylaws, our Board ofDirectors determines thesizeofourboardand may createnewdirectorships and elect new directors,whichmay enable an incumbent boardto maintain controlbyaddingdirectors. |
| · | Indemnification. Our certificateofincorporation and our bylaws,as amended, providethatwewill indemnify officers and directorsagainst losses as theyincur in investigationsandlegal proceedingsresultingfromtheir services to us, which mayinclude serviceinconnection with takeover defense measures. |
InSeptember 1995,our Board ofDirectorsadopted aCommon Stock Rights Plananddeclared adividend ofone commonshare purchase right (a“Right”) for each of the thenoutstanding shares ofthecommon stock of theCompany. Each Rightentitlesthe registeredholder to purchase from the Companyone share of common stock at an initial purchase price of $70.00 pershare, subject to adjustment. Thedescription and terms of theRightsareset forthinaRights Agreement betweenthe Company andAmerican StockTransfer & TrustCompany, LLC, asRights Agent.
TheRights (as amended) becomeexercisable and transferable apartfrom the commonstock upon theearlier ofi) 10daysfollowing apublic announcement that a person or group(AcquiringPerson)has, without the priorconsentof theContinuing Directors (as such termis definedinthe Rights Agreement), acquiredbeneficialownership of 20% ormoreofthe outstanding common stock orii) 10 days following commencement of a tenderofferorexchange offer the consummation ofwhich would result in ownershipby a person orgroupof 20% ormore ofthe outstanding common stock(the earlier ofsuch dates beingcalled the Distribution Date).
Uponthe Distribution Date, theholder of each Rightnot ownedbythe Acquiring Personwould beentitled to purchase commonstock at adiscount to the initial purchase price of $70.00 pershare, effectively equalto one half of themarket price of ashareof common stock onthe datethe AcquiringPersonbecomesanAcquiringPerson.If, after the Distribution Date, the Companyshould consolidate ormergewithanyotherentity andthe Company werenot the surviving company, or,if theCompanywere the surviving company,allor part ofthe Company’s common stockwerechanged orexchanged into the securitiesofany otherentity, orif more than 50% ofthe Company’sassetsorearning powerwere sold, each Rightwould entitle itsholder to purchase,at the Rights’then-current purchase price, anumberofshares of theacquiring company’scommon stockhaving amarket value atthat time equal to twice theRight’sexercise price.
Atanytimeaftera person or groupbecomesanAcquiringPersonand priorto the acquisitionbysuch person orgroupof 50% ormore ofthe outstanding commonstock, the Board ofDirectors ofthe Companymay exchange the Rights (otherthan Rights ownedby such person orgroup which have become void), in whole orinpart, at anexchange ratio ofone share of common stock perRight (subjectto adjustment).Atanytimepriorto 14days followingthedate that any personorgroup becomes anAcquiringPerson (subjectto extensionbythe Board ofDirectors), the Board ofDirectors ofthe Company may redeem the thenoutstanding Rightsinwhole, but not in part, at a price of $0.005 perRight,subjectto adjustment.
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OnJune 8, 2005,our Board ofDirectors voted to authorize anamendmentofthe Rights Agreement to extend the Final Expiration Dateby anadditional three years, to September 19, 2008.Asof June 30,2005,weentered into anamendment to the Rights Agreement with the Rights Agent reflecting suchextension. On June 6, 2008our Board ofDirectors voted to authorizeanamendmentoftheRights Agreement to extend the Final Expiration Dateby anadditional three years, to September 19, 2011,and to increase the ownership threshold for determining “Acquiring Person”status from 15%to18%. As ofJune 30, 2008,we enteredinto anamendment to theRights Agreement with theRights Agent reflecting such extension andthreshold increase. OnAugust 5, 2011,our Board ofDirectors voted to authorize amendmentsofthe Rights Agreement to extend theFinal Expiration Dateby an additionalthree years to September 19, 2014and to increase the ownership threshold for determining “Acquiring Person”status from 18%to20%.As ofAugust 9, 2011,weentered into anamendment to theRights Agreement with theRights Agent reflecting suchextension andthreshold increase.OnJune 10, 2014,our Board ofDirectors voted to authorize anamendment to the Rights Agreement to extend the final expiration date by an additionalthree years to September 19,2017.AsofJune 16, 2014,weentered into an amendmentto the RightsAgreement with theRights Agent reflecting suchextension.As ofApril 15, 2015,we enteredinto anamendment to the Rights Agreement with the Rights Agent deletingthe provisionsrequiringthat redemptions ofthe Rights, waivers orconsents avoiding “Acquiring Person”status orcertainamendmentsto the RightsAgreement be approved by “ContinuingDirectors”. Noother changes have beenmade to the termsofthe Rights orthe Rights Agreement.
OurBoard ofDirectors believes that thereissome riskthat thepotential valueoftheMast Out® productdevelopment initiativeisnot fairly reflected in the market price ofour commonstock, asit fluctuates from timeto time, and thatopportunistic buyerscould takeadvantage of that disparitytothe detriment ofour stockholders. Ifthis were to happen andresultin apotential threatthroughanunsolicited acquisitioneffort orotherwise, our Board ofDirectors feelsthat theCommon StockRights Plan couldenhance stockholder value by providingmanagement with negotiating leverage.
Listing
Ourcommon stockis listed ontheNASDAQCapital Marketunder the symbol “ICCC”.
TransferAgent and Registrar
Thetransfer agent andregistrar for our commonstockis AmericanStock Transfer & TrustCompany, LLC.
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Each SellingStockholder (the“Selling Stockholders”)ofthe Shares andany oftheir pledgees, assignees and successors-in-interest may, from time to time, sell any orallofthe Shares covered hereby onthe NASDAQ Capital Market orany other stock exchange, market ortradingfacility onwhich the Shares are traded orin private transactions. These sales may be atfixed ornegotiated prices. ASelling Stockholdermay use any one ormore ofthe following methods when selling Shares:
| * | ordinary brokeragetransactionsand transactionsinwhichthebroker-dealer solicits purchasers; | |
| * | block tradesin which thebroker-dealer will attempt to sell Shares asagent butmaypositionand resell a portion oftheblock as principalto facilitate thetransaction; | |
| * | purchasesbyabroker-dealerasprincipal and resaleby thebroker-dealer for its account; | |
| * | anexchange distributioninaccordancewith the rules of the applicableexchange; | |
| * | privately negotiated transactions; | |
| * | settlementof shortsales; | |
| * | in transactionsthroughbroker-dealers that agree with the Selling Stockholders to sell aspecified number ofsuchShares at astipulatedprice perShare; | |
| * | throughthewritingorsettlementofoptionsorotherhedgingtransactions, whether through anoptions exchange orotherwise; | |
| * | acombinationofanysuch methods ofsale;or | |
| * | any othermethod permitted pursuant to applicablelaw. |
TheSelling Stockholders may also sell Shares underRule144 or anyother exemption fromregistration under the Securities Act of 1933, asamended (the “Securities Act”), if available, rather than under this prospectus.
Broker-dealers engagedby theSelling Stockholdersmayarrange for other broker-dealersto participate in sales. Broker-dealers may receivecommissionsordiscountsfromthe SellingStockholders (or,ifanybroker-dealeracts asagent for the purchaser ofsecurities,fromthe purchaser) in amounts to benegotiated, but, except asset forth in asupplement to this prospectus, in the case of an agencytransaction not in excess of a customary brokeragecommissionincompliance with FINRARule 2440;and in the caseof aprincipal transactionamarkupormarkdownincompliance with FINRA IM-2440.
Inconnection with the saleof theSharesor interests therein, the SellingStockholders may enter into hedgingtransactions with broker-dealers orother financial institutions, which mayinturnengage in shortsalesofthe Sharesinthecourse of hedgingthe positions theyassume. TheSelling Stockholders may alsosell shares of commonstock shortanddeliver Shares to close out their short positions,or loan orpledge Shares to broker-dealers that in turn may sellShares.TheSelling Stockholders may alsoenter into option orother transactions with broker-dealers orother financial institutions orcreate one ormore derivative securities which require the deliveryto such broker-dealer orother financial institution ofShares offeredby thisprospectus, which Shares suchbroker-dealerorother financial institution may resellpursuant tothisprospectus (assupplementedoramended to reflect such transaction).
TheSelling Stockholders and any broker-dealers oragentsthat areinvolvedin selling theShares may bedeemed to be“underwriters” within the meaning of theSecurities Act in connectionwith such sales.In suchevent, anycommissions receivedby suchbroker-dealersoragentsand anyprofiton theresaleof the Sharespurchasedby them may bedeemed to beunderwriting commissions or discounts underthe Securities Act. EachSelling Stockholder has informedthe Company thatitdoesnot haveanywrittenor oralagreement orunderstanding,directly orindirectly, withany personto distribute the Shares.
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The Companyis requiredtopaycertain feesand expensesincurredby the Company incidentto theregistrationofthe Shares. The Company hasagreed to indemnifytheSellingStockholders against certainlosses, claims, damages andliabilities, includingliabilities under the Securities Act.
TheCompany hasagreed to keep the registration statement that includes this prospectus effective until the earlier of(i) the date onwhich theSharesmay beresoldby theSelling Stockholders without registration andwithout regard toanyvolume ormanner-of-sale limitationsby reason ofRule 144,withouttherequirement for the Companyto bein compliance with thecurrent public informationrequirement underRule 144under the Securities Act or anyother rule ofsimilar effect or(ii) all of the Shareshave beensold pursuant to thisprospectus orRule 144 under theSecurities Act oranyother ruleofsimilar effect. TheShares will besold only throughregistered or licensedbrokers ordealers if required under applicablestate securities laws. Inaddition, in certain states, the Sharescoveredherebymay not besold unless theyhave beenregistered orqualified for sale in the applicablestate or anexemptionfromthe registration orqualification requirementisavailable and is compliedwith.
Underapplicablerules and regulationsunderthe ExchangeAct,any personengaged in the distribution ofthe Shares maynotsimultaneouslyengageinmarket making activities with respectto the Company’s common stockforthe applicablerestricted period,asdefinedinRegulation M, priorto the commencementof thedistribution. Inaddition,theSelling Stockholders will be subjectto applicableprovisions of theExchange Act and the rules and regulations thereunder,including Regulation M,which may limit thetimingofpurchases and sales of the commonstockby theSelling Stockholders or any otherperson. The Companywill make copies ofthis prospectus availableto theSellingStockholders and has informedthemofthe need to deliver a copy ofthis prospectus to eachpurchaser at orprior to the time of the sale(includingbycompliance with Rule 172under the Act).
Theshares of commonstock beingofferedby the SellingStockholders arethose previouslyissued to the Selling Stockholders.Foradditional information regarding the issuances of thosesharesofcommonstock, see "PrivatePlacement of CommonShares"above. We areregistering theShares in orderto permit the Selling Stockholders to offer the Sharesfor resale fromtime to time. Exceptfor the ownership oftheSharesand other shares of common stock previously acquired bysuch SellingStockholders, the Selling Stockholders have not had anymaterial relationship with the Companywithin the pastthree years.
Thetable belowlists theSelling Stockholders and other information regarding the beneficialownership ofthe sharesof common stockby each of the Selling Stockholders. Thesecond column lists thenumberofshares of commonstock beneficially ownedby each SellingStockholder as ofNovember 16, 2016.
Thethird column lists the shares of common stock being offered bythis prospectusby theSelling Stockholders.
In accordancewith the terms ofthe Registration Rights Agreement, this prospectus generallycovers theresaleofthe sumofthe number of shares of common stockissued to the SellingStockholders in thetransaction described above,in “Private Placement of CommonShares”, as of the trading dayimmediately preceding the applicable date ofdetermination and all subjectto adjustment as providedin the Registration Rights Agreement. Thefourth column assumes thesale ofall ofthe Sharesofferedbythe SellingStockholders pursuanttothis prospectus.
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| Number of shares of Common Stock Owned Prior to this | MaximumNumberofsharesofCommonStock to beSold Pursuant to this | Numberofsharesof CommonStockOwnedafter this Offering | ||||||||||||||
| NameofSelling Stockholder | Offering | Prospectus | Numbers | Percentage | ||||||||||||
| Norman H. Pessin SEP IRA fbo Norman H. Pessin | 480,000 | 230,000 | 250,000 | 5.16 | % | |||||||||||
| Dolphin Offshore Partners, L.P. | 150,000 | 150,000 | 0 | 0 | ||||||||||||
| Craton Capital, L.P. | 171,428 | 95,238 | 76,190 | 1.57 | % | |||||||||||
| Brian Lee Pessin | 40,000 | 20,000 | 20,000 | * | ||||||||||||
| Sudbury Capital Fund, L.P. | 35,000 | 10,000 | 25,000 | * | ||||||||||||
| CVI Investments, Inc.(1) | 29,762 | 29,762 | 0 | 0 | ||||||||||||
| Iroquois Master Fund, Ltd. | 19,000 | 19,000 | 0 | 0 | ||||||||||||
| Iroquois Capital Investment Group LLC | 5,000 | 5,000 | 0 | 0 | ||||||||||||
| Warberg WF IV L.P. | 7,500 | 7,500 | 0 | 0 | ||||||||||||
| Anthony Polak | 9,983 | 9,524 | 459 | * | ||||||||||||
| Domaco Venture Capital Fund | 30,524 | 9,524 | 21,000 | * | ||||||||||||
| Maura Kelly | 9,524 | 9,524 | 0 | 0 | ||||||||||||
| RL Capital Partners, L.P. | 9,523 | 9,523 | 0 | 0 | ||||||||||||
| Jamie Polak | 4,762 | 4,762 | 0 | 0 | ||||||||||||
| Margrit Polak | 4,762 | 4,762 | 0 | 0 | ||||||||||||
| RBC Capital Markets, LLC (Custodian fbo Ronald Lazar IRA) | 10,661 | 4,761 | 5,900 | * | ||||||||||||
| Steven Farber | 72,500 | 5,000 | 67,500 | 1.39 | % | |||||||||||
| John Lipman | 18,000 | 18,000 | 0 | 0 | ||||||||||||
| Kevin Harris | 18,000 | 18,000 | 0 | 0 | ||||||||||||
| * Less than one percent | ||||||||||||||||
(1)Heights Capital Management, Inc., the authorizedagentofCVI Investments, Inc. (“CVI”),has discretionary authorityto vote and dispose ofthe shares heldbyCVIandmay be deemedto bethe beneficial ownerofthese shares. Martin Kobinger,inhis capacityasInvestment Manager of HeightsCapital Management, Inc., may also bedeemed to have investment discretion and votingpower over the shares heldbyCVI. Mr.Kobinger disclaims any suchbeneficial ownership totheshares. CVI investments, Inc.is affiliated with one ormoreFINRAmember, none ofwhom arecurrently expectedto participate in the sale pursuant to this prospectus ofshares purchased byCVI in the privateoffering describedelsewhere herein.
PierceAtwood LLPwill pass uponlegal matters in connectionwith the validityofthe securities offered hereby.
Thefinancial statements of ImmuCell Corporation as ofDecember31, 2015and 2014and for each ofthetwoyearsintheperiodended December31, 2015incorporated byreferenceinthis prospectus from theAnnualReport on Form 10-Kfor theyear endedDecember 31, 2015have beensoincorporatedin relianceon the report ofBaker Newman & NoyesLLC,anindependent registered public accounting firm,incorporatedherein by reference,givenonthe authorityof said firmasexpertsin auditingand accounting.
INTERESTS OFNAMED EXPERTSAND COUNSEL
Noexpert orcounsel namedinthis prospectus ashaving preparedor certified any part ofthis prospectus or havinggivenanopinionuponthe validity of thesecuritiesbeingregistered or uponother legalmattersinconnection with the registration or offering ofthe securities was employed on acontingency basis, orhad, oris to receive, inconnectionwith the offering, asubstantialinterest, direct orindirect, in the registrant. Norwasanysuchpersonconnectedwiththeregistrantas apromoter, managingorprincipal underwriter, voting trustee, director,officer,oremployee.
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PARTII
INFORMATION NOTREQUIRED IN PROSPECTUS
Item 14.Other ExpensesofIssuanceandDistribution
Theestimated expenses payable by theregistrant in connectionwiththeissuance and distribution ofthe securities being registered are asfollows:
| SEC Registration Fee | $ | 395 | ||
| Legal Fees and Expenses* | $ | 73,000 | ||
| Accounting Fees and Expenses* | 5,000 | |||
| Miscellaneous Fees and Expenses* | $ | 9,500 | ||
| TOTAL: | $ | 87,895 |
| * | Estimatedsolelyfor the purposes ofthis Item. Actual expensesmayvary. |
Item 15.IndemnificationofDirectors and Officers
We areincorporated in Delaware and consequently are subjectto the Delaware General CorporationLaw(the “DGCL”). Section 145 of the DGCL provides adetailed statutoryframework covering indemnificationof directors andofficers who havebeen or arethreatened to be orhavebeenmade defendants in legal proceedings by reason oftheir service as directors orofficers. Our bylaws provide,in effect, thatweshall indemnifyour directorsand officers to the maximumextent permittedbyDelaware law. Article V,Sections1 through 9 ofour bylaws provideasfollows:
“Section1.Actions otherthanbyorin the Rightofthe Corporation. Thecorporation shall indemnifyanypersonwho was oris a party oris threatened to bemadea partyto any threatened,pending orcompleted action, suit orproceeding, whether civil, criminal, administrative orinvestigative(otherthananactionbyorin therightofthe corporation) by reason ofthe fact that heis orwasa director,officer, employee oragentofthecorporation, oris orwas serving at therequestofthecorporation as a director,officer, employee oragentofanother corporation,partnership,jointventure, trustorother enterprise, against expenses (includingattorneys’ fees), judgments, fines and amountspaidin settlement actually and reasonablyincurredby himinconnection with such action, suit or proceedingif he acted in goodfaithandin amannerhereasonablybelieved to bein ornot opposedtothebestinterests of the corporation,and,with respecttoany criminal action orproceedings, had no reasonablecause to believe his conductwas unlawful. Theterminationof anyaction, suit or proceeding byjudgment,order,settlement, conviction, or upon a plea ofNOLOCONTENDERE orits equivalent, shall not, ofitself, create apresumption that the person didnotactin goodfaith andinamanner which he reasonablybelieved to bein ornot opposedto the bestinterests of the corporation,and, with respectto any criminalactionorproceeding, had reasonable cause to believe thathisconductwas unlawful.
Section2.ActionsbyorintheRight of theCorporation.Thecorporation shall indemnify any personwho was oris a party oris threatened tobemade a partyto any threatened, pending orcompleted action orsuitby orinthe rightofthe corporationtoprocure ajudgment in his favor by reason ofthefactthat he is orwas a director,officer, employee oragent ofthecorporation, oris orwas serving atthe request of the corporation as a director,officer, employee oragent of anothercorporation, partnership, jointventure, trust orother enterprise against expenses(including attorney’s fees) actually and reasonablyincurredby himinconnection with the defense orsettlementofsuch action orsuitifhe actedingoodfaith andin amanner he reasonably believedto bein ornot opposedtothebestinterests of the corporationand except that no indemnification shall bemade in respect of anyclaim, issueormatter asto which such personshall have been adjudgedto beliable unless and onlyto theextentthat the Court of Chancery of theStateofDelawareorthe court in which such action orsuit was brought shall determine uponapplication that, despite the adjudication of liabilitybutinviewofall thecircumstances for the case, such personis fairly and reasonablyentitled to indemnity for such expenseswhich the Court of Chanceryofthe State ofDelaware orsuch other court shall deem proper.
Section3.Success on theMerits.Tothe extent that any person describedin Section 1 or 2 ofthis ArticleVhasbeensuccessful onthe merits or otherwisein defense of anyaction, suitor proceedingreferred to in said Sections, orindefense of anyclaim, issue ormatter therein, he shall beindemnified against expenses (includingattorneys’ fees) actually and reasonablyincurredbyhiminconnection therewith.
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Section4.Specific Authorization. Any indemnification underSection1 or 2 ofthis Article V(unless ordered by acourt) shall bemadebythe corporationonlyasauthorized in the specific case upon a determination thatindemnification of any person describedinsaidSections is properin the circumstances because he hasmetthe applicablestandard ofconduct set forthinsaid Sections. Suchdetermination shallbemade (1) bytheBoard ofDirectorsby amajority voteof a quorumconsistingof directorswhowere not parties to such action, suit orproceeding,or(2) if such a quorumis not obtainable,orevenifobtainablea quorum ofdisinteresteddirectorsso directs,byindependent legal counselin awritten opinion, or(3)bythe stockholders to the corporation.
Section5.Advance Payment.Expenses incurred in defending acivil orcriminal action, suit or proceedingmaybe paid bythe corporationin advance of thefinal disposition ofsuch action, suitor proceeding upon receipt of anundertaking by or on behalf ofanyperson describedin said Section to repaysuchamountifitshallultimately bedetermined thatheisnot entitled to indemnification by the corporation asauthorized in this Article V.
Section6.Non-Exclusivity. The indemnification andadvancementof expenses providedby, orgranted pursuant to,the other Sectionsof thisArticleVshall not bedeemed exclusive ofany otherrights to which those providedindemnification oradvancementof expensesmay beentitled under anyBy-law,agreement,vote ofstockholdersordisinterested directors orotherwise,both asto actionin hisofficialcapacity and asto action in another capacitywhile holding such office.
Section7.Insurance. TheBoardofDirectors may authorize, by avoteof themajorityof thefullboard,thecorporationto purchase and maintain insurance on behalf of any personwho is orwasa director,officer, employeeoragentofthe corporation, oris orwas serving attherequest of the corporation as a director,officer, employee oragentof anothercorporation, partnership, jointventure, trust orother enterprise againstanyliability assertedagainst him andincurredby himinanysuch capacity, orarising out of hisstatusassuch, whether ornot the corporation would have thepower to indemnify himagainstsuch liability underthe provisionsofthis Article V.
Section8.Continuation of Indemnificationand Advancement ofExpenses. Theindemnification and advancement ofexpenses providedby,orgranted pursuant to,this ArticleVshall continue asto a personwho has ceasedto be adirector, officer, employee oragent andshallinureto the benefit oftheheirs, executors and administrators ofsuch aperson.
Section9.IntentofArticle. The intentofthis Article Vis to providefor indemnificationandadvancementofexpenses to the fullest extent permittedbySection 145 of theGeneral Corporation Law ofDelaware.Tothe extent thatsuchSection or any successoraction may beamendedorsupplementedfromtime to time, this Article Vshall beamended automaticallyandconstrued so asto permit indemnification and advancement of expensesto the fullest extent fromtime to time permitted bylaw.”
Reference is made to Article Eighthof ourcertificateofincorporation,whichprovidesasfollows:
“EIGHTH. A director ofthe corporationshall not be personallyliable to the corporation orits stockholders formonetary damages for breach of fiduciary duty as a director,except for liability (i) for any breach ofthe director’s dutyofloyalty to the corporation oritsstockholders, (ii) for acts oromissions not in goodfaithorwhich involve intentional misconduct or aknowing violation oflaw, (iii) underSection174 ofthe General Corporation LawofDelaware, or(iv) for anytransactionfromwhichthe directorderivedan improperpersonal benefit. In additiontoand not in limitation of theforegoing,a director ofthe corporationshall not beliable to the corporation orits stockholders for monetary damages for breach of fiduciary duty as a directorto the fullest extent provided by the General Corporation LawofDelawareas thesame mayhereafter be amended.”
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Reference isalsomade to Section 145 ofthe DGCL, which provides asfollows:
“(a) A corporationshall have powerto indemnify any person whowas oris a party oris threatened tobemade a partytoany threatened,pending orcompleted action, suit orproceeding,whethercivil, criminal, administrative orinvestigative (other than an actionby orin the right of the corporation) by reason of the factthat the personisorwas a director,officer, employeeoragentofthecorporation, oris orwasserving at therequestofthecorporation as adirector, officer, employee oragentofanother corporation,partnership, joint venture, trust orother enterprise, against expenses(including attorneys’ fees), judgments, fines andamounts paidin settlement actually and reasonablyincurredbythe personin connection with such action,suit or proceedingif the personacted in goodfaith andinamanner the person reasonablybelieved to bein ornot opposedto the bestinterests of thecorporation, and, with respectto anycriminal action orproceeding, had no reasonable cause to believe theperson’s conduct was unlawful. Theterminationofanyaction, suit or proceeding byjudgment,order,settlement, conviction, or upon a plea ofNOLOCONTENDERE orits equivalent, shall not, ofitself, create apresumption that the person didnotactin goodfaith andinamanner which the person reasonablybelieved to bein ornot opposedto the bestinterests of thecorporation, and, with respectto anycriminal action orproceeding, had reasonable cause to believe that theperson’s conduct was unlawful.
(b) A corporationshall have powerto indemnifyany person whowas oris a party oris threatened tobemadea partytoanythreatened, pending orcompletedaction orsuitby orintherightof the corporationto procureajudgment in itsfavorbyreason of thefactthat the personisorwas a director,officer, employeeoragent of thecorporation,oris orwas serving attherequestofthe corporation, as a director,officer, employee oragent ofanother corporation,partnership, jointventure, trust orother enterprise against expenses (includingattorneys’ fees) actually and reasonablyincurredbythe personinconnectionwith the defense orsettlementofsuch action orsuitifthe personacted in goodfaith and in amanner he reasonablybelieved to bein ornot opposed to the bestinterests of the corporationand except that no indemnification shall bemade in respect of anyclaim, issueormatter asto which such personshall have been adjudgedto beliable to the corporation unless and onlyto the extent thatthe CourtofChancery orthe court in which such action orsuit was brought shall determine uponapplication that, despite the adjudication ofliability but in viewofallthecircumstances ofthe case, such personis fairlyand reasonablyentitled to indemnity for such expenseswhichtheCourt of Chancery orsuch other court shall deem proper.
(c) Tothe extent that a present orformerdirector orofficer of a corporationhasbeensuccessful on themeritsorotherwiseindefenseof any action,suit orproceeding referredto in subsections(a)and(b) ofthis section, orin defense of anyclaim, issue ormatter therein, such personshall beindemnified against expenses(including attorneys’ fees) actually and reasonably incurred bysuchpersonin connectiontherewith.
(d) Anyindemnification under subsections (a)and(b) ofthis section(unless ordered by a court)shallbemadebythe corporation only asauthorized in the specific case upon adetermination thatindemnificationof the director,officer, employee oragentis properin the circumstances because the person hasmet the applicablestandardofconduct setforthinsubsections (a)and (b) ofthis section. Suchdetermination shall bemadewith respectto a personwhois a director orofficer atthe time of suchdetermination (1) by amajority vote ofthe directorswho arenot parties to such action, suit orproceeding, even thoughless than aquorum, or (2) by acommitteeofsuchdirectors designated bymajority vote ofsuch directors, even though lessthan aquorum,or (3)if there areno such directors,orif such directorsso direct, byindependent legal counselin awrittenopinion, or (4) bythestockholders.
(e) Expenses (including attorneys’ fees) incurred byanofficeror directorin defendingany civil,administrative orinvestigative action, suitorproceeding, may be paid bythecorporationin advance of thefinaldisposition ofsuch action, suit orproceedingupon receipt of anundertakingby or on behalf of such director orofficer to repay suchamountifit shall ultimately bedetermined that such personis not entitled to beindemnifiedby the corporation asauthorized in thissection. Such expenses (includingattorneys’ fees) incurredbyformer directorsand officers orother employees andagents may beso paid uponsuch termsand conditions,ifany, as the corporationdeems appropriate.
(f) Theindemnification andadvancementofexpenses providedby,orgranted pursuant to,the other subsectionsofthis section shallnotbedeemed exclusive of any otherrights to which thoseseekingindemnification oradvancementof expensesmaybeentitled under anybylaw, agreement, vote ofstockholdersordisinteresteddirectorsorotherwise, both asto actioninsuchperson’sofficial capacityandasto action in another capacitywhile holding such office.
(g) A corporationshall have powerto purchase and maintain insurance on behalfof any personwhois orwas a director,officer, employee oragent of the corporation, orisorwas serving atthe request of the corporation as a director,officer, employee oragentofanother corporation,partnership,jointventure, trust orother enterprise against anyliability asserted against such personand incurred by such personinanysuch capacity, orarising out ofsuchperson’sstatus assuch, whetherornot the corporationwouldhavethepower to indemnify himagainst such liability under this section.
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(h) For purposes ofthis section, referencesto “thecorporation”shall include,inadditionto theresulting corporation,anyconstituent corporation(includinganyconstituentof aconstituent)absorbedin aconsolidation ormerger which, if itsseparate existence had continued, would have hadpower and authorityto indemnify itsdirectors, officers, andemployeesoragents, so thatany personwho is orwas a director,officer, employee oragent of suchconstituent corporation, oris orwasservingat therequestofsuch constituent corporation as adirector, officer, employee oragentofanother corporation,partnership, joint venture, trust orother enterprise, shall stand in thesame position under this sectionwith respectto the resulting orsurviving corporation assuchpersonwould have with respectto such constituent corporationif its separate existence had continued.
(i) For purposes ofthis section, referencesto “other enterprises” shall includeemployee benefit plans;references to “fines” shall include any excisetaxes assessedon a personwith respectto anyemployeebenefitplans; and references to “serving at therequestof the corporation”shall includeanyservice as a director,officer, employeeoragent ofthe corporationwhichimposesduties on, orinvolves servicesby, such director,officer, employeeoragent with respectto anemployeebenefitplan, its participants orbeneficiaries;and a personwhoacted in goodfaith andin amanner he reasonablybelieved to beintheinterest of theparticipants and beneficiaries ofanemployee benefitplanshall be deemedto have actedin amanner “not opposedto the bestinterests ofthe corporation” asreferred to in this section.
(j) Theindemnification andadvancementofexpenses providedby,orgranted pursuant to,this section shall, unless otherwise providedwhenauthorizedorratified, continue asto a personwhohas ceased to be a director,officer, employee oragentandshallinureto the benefit oftheheirs, executors and administrators ofsuch aperson.
(k) TheCourt of Chanceryis hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses orindemnification brought underthis section orunderanybylaw, agreement, vote ofstockholdersordisinterested directors, orotherwise.TheCourt of Chancery may summarilydetermineacorporation’s obligation to advance expenses(including attorneys’ fees).”
Aspermittedby thebylaws,wealso presently maintain a policy ofdirectors’ and officers’ liability insurance.
Wehave also enteredinto anindemnification agreement (the“IndemnificationAgreement”)witheach ofourdirectorsand executiveofficerswhich is intendedto complement the indemnity andprotection available under our certificate of incorporation andbylaws andthe directors’andofficers’liabilityinsurancepolicymaintainedby us,andtoprovidefor indemnification of directorsand officers to the fullest extent permitted by applicablelaw.
While our bylawsprovide,in effect, thatweshall indemnify directorsand officers to the maximum extentpermitted by Delawarelaw,the IndemnificationAgreement provides anumberof procedures,presumptions and remedies usedinthe determination of theright of the director orofficer to indemnification. These procedures,presumptionsandremedies substantially broadentheindemnity rights of directorsand officers beyond those expresslycontained in the bylaws andin Section 145 ofthe DGCL.
TheIndemnification Agreement providesthatwe willpay certainexpensesincurred by a director orofficer in connection with anythreatened, pending orcompleted action, suit, arbitration orproceeding, whether civil, criminal, administrative, orinvestigative, and specifically includingactionsby orin our name (“derivative suits”), where the individual’s involvementisby reason ofthe fact thatheorshe is orwas a director orofficer. Such amounts includeattorneys’ fees andother expensescustomarily incurred in connectionwith legal proceedingsand, in thecaseofproceedings other than derivative suits, judgments, fines andamounts paidin settlement. Indemnification would beavailable for actions, suits, arbitrations orproceedings commencedafter the effectivedate ofthe Indemnification Agreement. A director orofficerwillnot receive indemnification if the director orofficer is found not to have actedingoodfaith andin amanner he reasonablybelieved to bein ornot opposedtoourbestinterests.
TheIndemnification Agreement further providesthatif an actionagainst anindemnifiedpartyis dismissed,with orwithoutprejudice,the defense is deemed to have beensuccessfulandindemnificationisrequired to bemade. TheIndemnification Agreementalso providesthat litigation expensesmustbeadvanced within twenty days ofanyrequest, againstanundertaking to repayif thepayeeisultimatelydetermined not beentitled to indemnification. A determination ofentitlement must bemade within sixty days ofanindemnification request, and payment is to bemade within ten daysafterafavorable determination. (Otherwise a determinationinfavor ofthe indemnified partyis deemed to have beenmade.) Ifthere is achange in control ofthe Company (asdefined intheIndemnification Agreement), the indemnified partyispresumed to beentitled to indemnification (although the Companymayovercomethis presumption), and theindemnifiedparty may requirethatindependentcounsel(asdefined in theIndemnification Agreement) make the determination ofentitlement andmay choosesuchcounsel, subjectto objectionbyusonlimited grounds specified in theIndemnification Agreement. If a determination ofentitlement is made,wearebound, but if theindemnified partyis deniedindemnificationpursuant to the termsofthe Indemnification Agreement, heorshe is entitled to seek a de novodeterminationfrom a court. Theindemnifiedpartyisentitledto enforce the Indemnification Agreement in court andweareprecluded from challenging the validityofthe proceduresand presumptions containedinthe Indemnification Agreement.
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Item 16.Exhibits
| Exhibit Number | Exhibit Description | |
| 5.1 | Opinionof PierceAtwoodLLP | |
| 10.1 | Securities Purchase Agreement (incorporatedbyreference to Exhibit 10.1 ofthe registrant’s Current ReportonForm8-K filed on October 21, 2016(file no. 1-12934)) | |
| 10.2 | Registration Rights Agreement (incorporatedbyreference to Exhibit 10.2 ofthe registrant’s Current ReportonForm8-K filed on October 21, 2016(file no. 1-12934)) | |
| 23.1 | Consentof PierceAtwoodLLP(included in Exhibit 5.1). | |
| 23.2 | Consentof BakerNewman&Noyes LLC. | |
| 24.1 | PowerofAttorney (See signature page). |
Item 17.Undertakings
(a) Theundersigned registrant herebyundertakes:
(1) Tofile,duringany periodin which offers orsales arebeing made,a post-effectiveamendment to this registration statement:
(i) Toinclude anyprospectus requiredby section 10(a)(3) ofthe Securities Actof 1933.
(ii) Toreflect in the prospectusany facts orevents arising after theeffectivedate of theRegistration Statement (orthe most recent post-effective amendment thereof) which, individually orin the aggregate,represent afundamental change in the informationset forthinthe Registration Statement.
Notwithstandingthe foregoing, anyincreaseor decreasein volumeofsecurities offered (ifthe total dollarvalue ofsecurities offered would not exceedthat which was registered) and anydeviationfrom the low orhigh end oftheestimated maximum offering range may bereflectedinthe form ofprospectus filed with the Commissionpursuant to Rule 424(b)if,in theaggregate, the changesinvolume and pricerepresent no more than a 20%changeinthe maximum aggregate offering priceset forth in the“CalculationofRegistration Fee” tableinthe effective registration statement.
(iii) Toinclude anymaterial information with respectto the plan ofdistribution not previously disclosed in theregistration statement or anymaterial change to such informationin theregistration statement.
Provided,however, that paragraphs (a)(1)(i),(a)(1)(ii) and (a)(1)(iii) above donot applyif the registrationstatement is on Form S-3 or Form F-3and the information required to beincludedinapost-effective amendmentby thoseparagraphs is contained in reportsfiled withorfurnished to the Commissionbythe Registrant pursuant to Section 13or 15(d) ofthe Securities ExchangeAct of 1934that are incorporated byreference in the registrationstatement, oriscontainedin a formofprospectus filed pursuant to Rule 424(b)that is part ofthe registration statement.
(2) That,for the purpose ofdeterminingany liabilityunder the Securities Actof 1933, eachsuch post-effective amendmentshall bedeemed to be anewregistration statement relatingto thesecurities offered therein, and the offering ofsuch securities atthat time shall bedeemed to bethe initialbonafide offering thereof.
(3) Toremove fromregistrationbymeansof apost-effectiveamendment any of thesecurities beingregistered which remain unsold atthe terminationofthe offering.
(4) That,for the purpose ofdetermining liability under the Securities Actof 1933to any purchaser:
(i) Ifthe registrant is relyingonRule 430B:
(A) Eachprospectus filed by theregistrant pursuanttoRule 424(b)(3)shallbedeemed to be part ofthe registration statement as of the datethe filed prospectus was deemed part ofand included in the registration statement; and
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(B) Eachprospectus required to befiled pursuant to Rule 424(b)(2),(b)(5) or(b)(7)as part of aregistration statement in reliance onRule430Brelating to an offeringmade pursuant to Rule 415(a)(1)(i),(vii) or(x) for the purpose ofproviding the informationrequiredby section 10(a) ofthe Securities Act of 1933shallbedeemed to be part ofand included in theregistration statementas ofthe earlierofthe date suchformofprospectusisfirstusedafter effectiveness or the date ofthefirst contractofsaleofsecuritiesintheoffering describedin theprospectus. As providedin Rule 430B,for liabilitypurposes ofthe issuerand any personthat is at that date anunderwriter, such dateshall bedeemed to be a neweffective dateofthe registration statement relating to thesecuritiesin theregistration statement to which that prospectus relates, and the offeringofsuch securities at thattime shall bedeemed to bethe initial bonafide offering thereof. Provided,however, thatno statement madein aregistration statementorprospectus that is part of theregistration statement ormade in a document incorporatedor deemed incorporated byreference into the registration statement orprospectus that is part of theregistration statementwill,asto apurchaser with atime ofcontractofsale priorto such effective date, supersede ormodify anystatement that was made in the registration statement orprospectus that was partofthe registration statement ormade inanysuch documentimmediately priorto such effective date; or
(ii) Ifthe registrantis subjectto Rule 430C, each prospectusfiled pursuant to Rule 424(b) as part of aregistration statement relating to anoffering, other than registration statements relying onRule 430B orother than prospectuses filed in relianceonRule430A,shallbedeemed to be part ofand included in the registration statement as ofthe dateit is first used after effectiveness.
Provided,however, that no statement made in aregistration statement orprospectus that is part ofthe registration statement ormade in adocument incorporated ordeemed incorporated byreference into theregistration statement orprospectus that is part of theregistration statement will, astoapurchaser with atime ofcontractofsale priorto such first use, supersedeor modify anystatement that was made in theregistrationstatement orprospectus that was part ofthe registration statement ormade in any suchdocumentimmediately priorto such date offirst use.
(5) That,for the purpose ofdetermining liabilityofthe registrant underthe Securities Act of 1933to anypurchaserinthe initialdistributionof thesecurities.
Theundersigned registrant undertakes thatin a primaryoffering ofsecuritiesoftheundersigned registrant pursuant to this registration statement, regardless of theunderwriting method used to sell the securities to thepurchaser, if the securities areoffered orsold to such purchaserbymeans of any of thefollowing communications, the undersignedregistrantwill be aseller to thepurchaser andwill be consideredto offer orsell such securities to such purchaser:
(i) Any preliminary prospectus or prospectusoftheundersigned registrant relatingtotheoffering required to befiled pursuant to Rule424;
(ii) Any free writing prospectus relating to theofferingprepared by or on behalf ofthe undersigned registrant orusedorreferredto bythe undersigned registrant;
(iii) The portion of anyother free writing prospectusrelating to the offering containing material information about theundersigned registrantorits securities provided by or onbehalfofthe undersigned registrant; andregistrant to the purchaser.
(iv)Anyother communication thatis anofferintheofferingmadebythe undersigned
(b) Theundersigned registrant herebyundertakes that, for purposes ofdetermining anyliabilityunderthe Securities Actof 1933, eachfiling of theregistrant’s annualreportpursuant to Section 13(a) orSection15(d) ofthe Securities Exchange Actof1934(and, where applicable, eachfilingof anemployee benefitplan’sannual reportpursuant to Section 15(d) ofthe Securities Exchange Actof 1934)that is incorporated byreferencein theregistration statement shall bedeemed to be a newregistration statement relatingtothesecurities offeredtherein, and theoffering ofsuch securities at thattime shall bedeemed to bethe initial bonafide offering thereof.
(c) Theundersigned registrant herebyundertakes that, for purposes ofdetermining anyliabilityundertheSecurities Act of 1933,the information omitted fromthe form of prospectusfiled as part ofthis registration statement in reliance uponRule 430Aand contained in a form ofprospectus filed by theregistrant pursuant to Rule 424(b)(1) or(4) or 497(h)under the Securities Act of 1933shall bedeemed to be part ofthis registration statement as of thetime it was declaredeffective.
(d) Theundersigned registrant herebyundertakes that, forthe purpose of determininganyliability under theSecurities Actof1933, eachpost-effective amendment thatcontainsa form of prospectusshall bedeemed to be anewregistration statement relatingto the securities offered therein, andtheofferingofsuch securities atthat time shall bedeemed to bethe initial bona fideoffering thereof.
Insofarasindemnification for liabilities arising underthe Securities Act of 1933may bepermitted to directors, officers andcontrolling persons of theregistrant pursuanttothe provisions describedin Item 15 above, orotherwise, the registrant has beenadvised thatin the opinion ofthe Securities andExchange Commission suchindemnificationisagainst public policy asexpressed in the Act and is, therefore, unenforceable. Inthe event that a claimfor indemnification against such liabilities (other than the paymentbythe registrant ofexpenses incurred or paid by a director,officerorcontrolling person ofthe registrantin thesuccessful defense of any action,suit orproceeding) is asserted bysuch director,officer or controlling personin connectionwith the securities being registered, the registrant will,unless in the opinion ofitscounselthe matter has beensettledbycontrolling precedent, submit to acourtofappropriate jurisdiction the question whether such indemnificationbyit is againstpublic policyasexpressedinthe Act and will begoverned by thefinaladjudication of suchissue.
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SIGNATURES
Pursuant to the requirementsofthe Securities Act of 1933, asamended, the registrant certifies thatit has reasonable grounds to believe that it meets allof therequirements for filing on Form S-3and hasdulycausedthis Pre-Effective Amendment No. 1to the Registration Statement to besignedonitsbehalf by theundersigned, thereuntodulyauthorized, in the CityofPortland, State of Maine on December 5, 2016.
| IMMUCELL CORPORATION | ||
| By: | /s/ Michael F. Brigham | |
| Michael F. Brigham President, Chief Executive Officer andTreasurer | ||
| Dated:December 5, 2016 | By: | /s/ Michael F. Brigham |
| /s/ Michael F. Brigham | ||
President,Chief Executive Officer,Treasurerand Director | ||
(PrincipalExecutive OfficerandPrincipal Financial andAccounting Officer) | ||
| Dated:December 5, 2016 | By: | * |
| Joseph H. Crabb,Vice President and ChiefScientific Officer and Director | ||
| Dated:December 5, 2016 | By: | * |
| David S. Cunningham,Director | ||
| Dated:December 5, 2016 | By: | * |
| Linda Rhodes, Director | ||
| Dated:December 5, 2016 | By: | * |
| JonathanE.Rothschild, Director | ||
| By: | * | |
| Dated:December 5, 2016 | David S. Tomsche, Director | |
| By: | * | |
| Dated:December 5, 2016 | PaulR. Wainman, Director | |
*By:/s/Michael F. Brigham | ||
| Michael F. Brigham, Attorney-in-Fact |
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ImmuCellCorporation
EXHIBITINDEX
| Exhibit 5.1 | Opinion of Pierce Atwood LLP | |
| Exhibit 23.1 | Consent of Pierce Atwood LLP (included in Exhibit 5.1) | |
| Exhibit 23.2 | Consent of Baker Newman & Noyes LLC |
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