IMMUCELL CORP /DE/

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Fellow Stockholders,

I joined ImmuCell as Chief Executive Officer in November 2025, at an important transition point for the Company. Over the past year, we have taken decisive steps to stabilize the business, strengthen our leadership team, and set a clear direction for the future.

During 2025, our priority was operational recovery. We worked through a prolonged backlog, rebuilt inventory levels, and restored confidence across our distribution network. These ongoing actions are essential to establish a reliable operating foundation and position the Company to move forward.

We also made important leadership changes. In addition to my appointment as CEO, we established and filled the role of Chief Financial Officer and created an Executive Management Team including the Senior Vice President of Sales and Marketing, strengthening our discipline and execution capabilities. With these changes, we are better equipped to operate with focus, accountability, and consistency.

In December 2025, we made the strategic decision to concentrate our resources on the First Defense® product line. Following the FDA’s Incomplete Letter for Re-Tain®, a new product for treating subclinical mastitis, we determined that further investment in that program would not deliver an attractive return in an appropriate timeframe. We are now seeking partners for Re-Tain®.

First Defense® competes in a large and fast-growing market for scours biologicals. Scours is one of the leading causes of mortality in newborn calves, and our products deliver a differentiated, science-based solution by providing pathogen-specific antibodies at birth. We hold a leading position in the U.S. market and see significant opportunity to expand adoption both domestically and internationally.

Our strategy is straightforward and execution driven. We are working to expand our commercial reach, accelerate international growth, invest in product innovation, and scale our manufacturing capabilities. We believe these actions, combined with the strength of the First Defense® franchise, will position ImmuCell to deliver sustained growth in revenue, margins, and earnings.

We are also strengthening our governance, transparency and oversight. Over the past year, we have enhanced the composition of our Board, adding expertise in animal health, innovation, and manufacturing, and transitioning to a majority-independent structure. The creation of a Strategy & Technology Committee further supports disciplined execution of our long-term growth strategy.

Our executive compensation program is aligned with stockholder interests and emphasizes pay-for-performance. Compensation outcomes are tied to key financial and operational metrics that we believe drive long-term value, including revenue growth, profitability, and execution of our strategic priorities.

We believe we are at the beginning of a new phase for ImmuCell. Simply put, 2025 was about fixing the fundamentals; 2026 is about driving growth. While still early, our 2026 results are beginning to reflect the impact of a more focused strategy and improved execution.

On behalf of the Board and the entire ImmuCell team, thank you for your continued support. We encourage you to review the accompanying Proxy Statement and to vote in favor of the proposals described therein.

Sincerely,

P. Olivier te Boekhorst

President and Chief Executive Officer