UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report: June 14, 2018
(Date of earliest event reported)
ImmuCell
Corporation
(Exact name of registrant as specified in its charter)
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DE
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001-12934
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01-0382980
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(State or other jurisdiction
of incorporation)
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(Commission File
Number)
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(IRS Employer
Identification Number)
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56 Evergreen Drive
Portland, Maine
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04103
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(Address of principal executive offices)
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(Zip Code)
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207-878-2770
(Registrant's telephone number, including area code)
Not
Applicable
(Former Name or Former Address, if changed since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.03 Amendment to Certificate of Incorporation
On
June 18, 2018, the Company filed an amendment to its Certificate of Incorporation with the State of Delaware reflecting an increase
in the Company’s authorized common stock to 11,000,000 shares. The Amendment to the Certificate of Incorporation is filed
herewith as Exhibit 3.1.
Item
5.07. Submission of Matters to a Vote of Security Holders
The 2018 Annual Meeting of Stockholders of ImmuCell Corporation (the Company) was held at the Company’s office at 56 Evergreen
Drive, Portland, Maine 04103 on Thursday, June 14, 2018, at 3:00 p.m. Eastern Time, for the following purposes:
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1.
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To
elect to one-year terms as Directors of the Company the nominees listed in the Company’s
Proxy Statement dated April 30, 2018.
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2.
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To
approve a nonbinding advisory resolution on the Company’s executive compensation
program.
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3.
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To
approve an amendment to the Company’s Certificate of Incorporation.
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4.
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To
ratify the Audit Committee’s selection of RSM US LLP as the Independent Registered
Public Accounting Firm of the Company for the year ending December 31, 2018.
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At
the Annual Meeting, there were present in person or by proxy 5,008,295.8 shares of the Company’s common stock, representing
91.4% of the total outstanding eligible votes. The final voting results for each proposal are as follows:
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1.
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To
elect to one-year terms as Directors of the Company the nominees listed in the Company’s
Proxy Statement dated April 30, 2018:
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For
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Withheld
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Broker non-votes
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Michael F. Brigham
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2,701,804.8
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180,520
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2,125,971
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Bobbi Jo Brockmann
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2,701,472.8
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180,852
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2,125,971
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David S. Cunningham
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2,703,083.8
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179,241
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2,125,971
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Steven T. Rosgen
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2,870,091.8
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12,233
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2,125,971
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Jonathan E. Rothschild
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2,683,464.8
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198,860
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2,125,971
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David S. Tomsche
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2,501,175.8
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381,149
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2,125,971
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Paul R. Wainman
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2,703,664.8
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178,660
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2,125,971
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On
the basis of this vote, each of the seven nominees were elected to one-year terms as Directors of the Company.
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2.
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To
approve a nonbinding advisory resolution on the Company’s executive compensation
program:
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For
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Against
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Abstain
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Broker non-votes
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2,844,484
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28,491
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9,349.8
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2,125,971
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98.7%
of the shares voting on this item voted in favor. On the basis of this vote, the nonbinding advisory resolution on the Company’s
executive compensation plan was approved.
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3.
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To
approve an amendment to the Company’s Certificate of Incorporation increasing the
Company’s authorized common stock to 11,000,000 shares:
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For
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Against
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Abstain
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4,428,926.8
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558,794
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20,575
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88.4%
of the shares voting on this item, and 80.8% of the Company’s outstanding shares, voted in favor. On the basis of this vote,
the amendment to the Company’s Certification of Incorporation was approved.
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4.
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To
ratify the Audit Committee’s selection of RSM US LLP as the Independent Registered
Public Accounting Firm of the Company for the year ending December 31, 2018:
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For
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Against
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Abstain
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4,995,713.8
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2,645
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9,937
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99.7%
of the shares voting on this item voted in favor. On the basis of this vote, the Audit Committee’s selection of RSM US LLP
as the Independent Registered Accounting Firm of the Company for the year ending December 31, 2018 was ratified.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit 3.1 Certificate of Amendment of Certificate of Incorporation of ImmuCell Corporation filed with the Secretary of the State of Delaware on June 18, 2018.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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Dated:
June 18, 2018
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IMMUCELL
CORPORATION
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By:
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/s/
Michael F. Brigham
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President, Chief Executive Officer
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and Principal Financial Officer
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Exhibit
Index
3
Exhibit 3.1
I,
JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF
THE CERTIFICATE OF AMENDMENT OF “IMMUCELL CORPORATION”, FILED IN THIS OFFICE ON THE EIGHTEENTH DAY OF JUNE, A.D. 2018,
AT 12:51 O’CLOCK P.M.
A
FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.
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2117088 8100
SR# 20185210180
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Authentication:
202904101
Date: 06-18-18
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You
may verify this certificate online at corp.delaware.gov/authver.shtml
State
of Delaware
Secretary of State
Division of Corporations
Delivered 12:51 PM 06/18/2018
FILED 12:51 PM 06/18/2018
SR 20185210180 - File Number 2117088
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CERTIFICATE
OF AMENDMENT
OF
CERTIFICAIE
OF INCORPORATION
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OF
IMMUCELL
CORPORATION
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IMMUCELL
CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST:
That resolutions of the Board of Directors of ImmuCell Corporation were duly adopted setting forth a proposed amendment to
the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and directing that said amendment
be considered at the next annual meeting of the stockholders of said corporation. The resolution setting forth the proposed amendment
is as follows:
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RESOLVED:
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That
this Board of Directors hereby declares it advisable that the Certificate of Incorporation of the Corporation be amended by
deleting paragraph FOURTH thereof in its entirety and substituting therefore the following:
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“FOURTH.
The total number of shares which the corporation shall have authority to issue is 11,000,000 shares of common stock with a par
value of $0.10 per share.”
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and
that the foregoing proposed amendment be considered at the next annual meeting of the stockholders of the Corporation.
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SECOND:
That thereafter, an annual meeting of the stockholders of said corporation was duly called and held, upon notice in accordance
with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required
by statute were voted in favor of aforesaid amendment.
THIRD:
That said amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law
of the State of Delaware.
IN
WITNESS WHEREOF, ImmuCell Corporation has caused this Certificate to be signed by Michael F. Brigham, its President and Secretary,
this 18
th
day of June, 2018.
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IMMUCELL CORPORATION
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By:
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/s/
Michael F. Brigham
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Michael
F. Brigham
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President
and Secretary
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