IMMUCELL CORP /DE/

1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

ImmuCell Corporation, founded in1982 and a SEC-registered public company since1987, is an animal health biologics company focused on the development, manufacture, and commercialization of products intended to improve the survivability, health, and long-term performance of neonatal dairy and beef calves. Our primary product line, First Defense®, utilizes hyperimmunized bovine colostrum to provide pathogen-specific antibodies and other bioactive components. In the United States, First Defense® products are regulated as veterinary biologics by the U.S. Department of Agriculture’s Center for Veterinary Biologics under the Virus-Serum-Toxin Act. In Canada, products are regulated by the Canadian Food Inspection Agency and in other countries, the products are regulated by similar agencies. Certain product formats are marketed as feed supplements regulated by the U.S. Food and Drug Administration under the Federal Food, Drug, and Cosmetic Act. References to ImmuCell (“the Company”) throughout this document are made using thefirst person notations of “we”, “us” and “our”. See our Annual Report on Form10-K for the year ended* December 31, 2025*for further information about our company and strategy.

Seasonality of Sales

Sales of the First Defense® product line are seasonal, with higher sales expected during thefirst quarter of the calendar year, largely driven by the beef calving season, which runs primarily from* Januaryto April,unlike the dairy industry where operations generally calve year-round. Warm and dry weather conditions may*reduce the producers' perceived need for disease prevention products such as the First Defense® product line. However, heat stress on calves caused by extremely hot summer weather and cold stress during the winter months can increase the incidence of scours and the need for our products.

Basis of Presentation

The accompanying condensed unaudited financial statements have been prepared in accordance with (i) United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and (ii) the instructions to Form10-Q and Article8 of Regulation S-X. In the opinion of our management, our condensed unaudited financial statements and accompanying notes (the “Financial Statements”) include all normal recurring adjustments that are necessary for the fair statement of the interim periods presented. Interim results of operations arenot necessarily indicative of results for the full year. The Financial Statements should be read in conjunction with our audited financial statements (and notes thereto) in our Annual Report on Form10-K for the year ended* December 31, 2025.*

Estimates and Assumptions

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Although we regularly assess these estimates, actual amounts could differ from those estimates and are subject to change in the near term. Changes in estimates are recorded during the period in which they become known. Significant estimates include our valuation of inventory, deferred tax assets, and the impairment of long-lived assets.

In connection with the idle status of certain property, plant and equipment, net, (related to the repurposing of certain equipment previously utilized in the manufacturing of Re-Tain®), we reassessed prior estimates of the useful lives of that manufacturing equipment. Because the equipment had seen such limited use during the period since installation, we increased the estimated remaining useful lives on certain equipment by a weighted average offive years effective* January 1, 2026.The effect of this change in estimate for thethree* months ended* March 31, 2026*was a $0.1 million decrease to depreciation expense included in costs of goods sold, and an increase in operating income and net income of $0.1 million, or $0.01 per both basic and diluted share.

See Note5, “Property, Plant and Equipment” for further information.

Significant Accounting Policies

The accounting policies used in preparing these condensed financial statements are the same as those described in our Annual Report on Form10-K for the year ended* December 31, 2025.Unless otherwise indicated, all references to years are to our fiscal years, which end on December**31.*

Accounting PronouncementNot Yet Adopted

In* Novemberof2024,* the FASB issued ASU2024-03, Disaggregation of Income Statement Expenses, to provide disaggregated disclosures of specific expense categories underlying all relevant income statement expense line items on an annual and interim basis. The disclosure requirements will be applied on a prospective basis, with the option to apply it retrospectively. The effective date for the standard is for fiscal years beginning after* December 15, 2026,and interim periods within fiscal years beginning after December 15, 2027.Early adoption is permitted. We are evaluating ASU2024*-03 to determine its impact on our financial statements.

During thethree months ended* March**31,* 2026, there wereno other newly issued or newly applicable accounting pronouncements that had, or are expected to have, a material impact on the Company’s Financial Statements.

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2. TRADE ACCOUNTS RECEIVABLE AND CONCENTRATION OF RISK

Allowance for Credit and Sales Losses

As of* March 31, 2026* or* December 31, 2025* we determined thatno allowance for credit losses or product returns was necessary. We consider a broad range of information to estimate credit losses. Historically, we have experienced a very low level of credit loss expense, and most of our trade receivables are collected by the due date or within a few days of the due date. We anticipateno future events or conditions that would impact our ability to collect our accounts receivable. Because of the generally short duration from the balance sheet date to the date of collection, our collection rate isnot expected to be significantly impacted by events occurring after the balance sheet date.No accounts receivable were written off during thethree month periods ended* March 31, 2026or2025.*

Concentration of Risk

Concentration of credit risk with respect to accounts receivable is principally limited to certain customers to whom we make substantial sales. To reduce risk, we routinely assess the financial strength of our customers and, therefore, believe that our accounts receivable credit risk exposure is limited. We maintain an allowance for potential credit losses when deemed necessary, but historically we havenot experienced significant credit losses related to an individual customer or groups of customers in any particular industry or geographic area.

Sales to significant customers that amounted to10 percent or more of total product sales are detailed in the following table:

The amount is less than10* percent.

Trade accounts receivable due from significant customers that amounted to10 percent or more of our total trade accounts receivable are detailed in the following table:

The amount is less than10* percent.

3. INVENTORY

Inventory consisted of the following:

4. PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consisted of the following:

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5. PROPERTY, PLANT AND EQUIPMENT, NET

As of both* March 31, 2026and December 31, 2025,property, plant and equipment, net includes approximately $12,300,000 of idle assets, which primarily relate toone* of our manufacturing facilities that was previously utilized for Re-Tain® that we now plan to refit for use in producing First Defense® products. In connection with the idle status of the assets, we reassessed the useful lives of the manufacturing equipment. See Note1, “Basis of Presentation and Significant Accounting Policies” for further information. We are monitoring these assets for impairment. No impairment expense was recognized during thethree months ended* March 31, 2026or2025.*

Depreciation expense was $528,294 and $671,191 during thethree months ended* March 31, 2026and2025,* respectively.

6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following:

7. Fair Value Measurements

The carrying value and estimated fair value of financial instruments are reflected in the following tables:

(1)Cash and cash equivalents are stated at nominal value, which equals fair value. A portion of our cash and cash equivalents is invested in money market accounts. The fair value of these investments is based on their closing published net asset value.

(2) Due to inflation and the changing interest rate environment, the carrying values of our fixed rate bank debt as of* March 31, 2026and December 31, 2025*differed from their fair market values. The amount outstanding under our bank debt facilities is measured at carrying value in our accompanying balance sheets.

We evaluate assets and liabilities subject to fair value measurements on a recurring and nonrecurring basis to determine the appropriate level at which to classify them for each reporting period. Some nonfinancial assets are measured at fair value only in certain circumstances, including the event of impairment.

We assess the levels of assets and liabilities at each measurement date, and transfers between levels are recognized on the actual date of the event or change in circumstances that caused the transfer in accordance with our accounting policy regarding the recognition of transfers between levels of the fair value hierarchy. During thethree months ended* March 31, 2026and2025*, there wereno transfers between levels.

As of* March 31, 2026and December 31, 2025,*the carrying amounts of accounts receivable, inventory, prepaid expenses and other current assets, other assets, accounts payable and accrued expenses approximate fair value because of their short-term nature.

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8. BANK DEBT

Loans #1 and#2**: During thefirst quarter of2020, we closed on a debt financing with Maine Community Bank (formerly known as Gorham Savings Bank) (MCB) aggregating $8,600,000, which was comprised of a $5,100,000 mortgage note (Loan*#1*) that bears interest at a fixed rate of 3.50% per annum (with a 10-year term and 25-year amortization schedule and a balloon principal payment of $3,145,888 due during thefirst quarter of2030) and a $3,500,000 note (Loan*#2*) that bears interest at a fixed rate of 3.50% per annum (with a 7-year term and amortization schedule). The proceeds from the2020 debt refinancing were used to repay all bank debt outstanding at the time of closing and to provide some additional working capital. During thefirst quarter of2022, we closed on an additional $2,000,000 in mortgage debt, which bears interest at the fixed rate of 3.58% per annum. This was accomplished through an amendment of the original mortgage note (Loan*#1*) that increased the then outstanding principal balance from $4,233,957 to $6,233,957 bearing interest at the blended fixed rate of 3.53% per annum. This increased the balloon payment from $3,145,888 to $3,687,751 and extended the due date of the balloon payment from thefirst quarter of2030 to thefirst quarter of2032.

Loan#3**: During thesecond quarter of2020, we received a loan from the Maine Technology Institute (MTI) in the aggregate principal amount of $500,000. Thefirst 2.25 years of this loan were interest-free withno interest accrual or required principal payments. Beginning during thefourth quarter of2022, Loan*#3* became subject to quarterly principal and interest payments at a fixed rate of 5% per annum over the final five years of the loan, through thethird quarter of2027 ifnot repaid before then.

Loan#4**: During thefourth quarter of2020, we closed on a $1,500,000 note with MCB that bears interest at a fixed rate of 3.50% per annum (with a 7-year term and amortization schedule). Proceeds of $624,167 were used to prepay a portion of the outstanding principal on our mortgage note (Loan*#1*), which reduced the outstanding balance to 80% of the most recent appraised value of the property securing the debt, which allowed MCB to release the $1,400,000 that had been held in escrow. The remaining proceeds were available for general working capital purposes.

Loan#5**: On* June 30, 2021,we executed definitive agreements covering asecond* loan from the MTI in the aggregate principal amount of $400,000, proceeds from which were received in* Julyof2021.* Thefirst two years of this loan were interest-free withno interest accrual or required principal payments. Principal and interest payments at a fixed rate of 5% per annum are due quarterly over the final 5.5 years of the loan, beginning during thethird quarter of2023 and continuing through thefourth quarter of2028 ifnot repaid before then.

Loan#6: During thethird quarter of2023, we closed on a $2,000,000 term loan bearing interest at a fixed rate of 7% per annum from MCB. The Finance Authority of Maine (FAME) provided $1,000,000 of loan insurance to MCB. This loan was repayable under a 7-year amortization schedule with a balloon payment of $1,285,029 due during thethird quarter of2026. This loan was refinanced during the year ended December 31, 2025,utilizing the proceeds from Loan#8 discussed below.

Loan#7:** Also during thethird quarter of2023, we closed on a $1,000,000 term loan bearing interest at a fixed rate of 8% per annum from FAME. The loan was repayable under a 7-year amortization schedule with a balloon payment of $649,267 due during thethird quarter of2026. This loan was refinanced during the year ended* December 31, 2025,utilizing the proceeds from Loan#8* discussed below.

Loan#8:** During the year ended* December 31, 2025,we refinanced some of our bank debt. The principal amount of $1,525,852 outstanding as of the closing date under Loan#6* and the principal amount of $768,209 outstanding as of the closing date under Loan*#7* were both refinanced intoone MCB loan with a principal amount of $2,327,119 bearing interest at a fixed rate of 6.5% per annum, a reduction from both Loan*#6* and Loan*#7.* This refinancing also removed the balloon principal payments that were due in* Julyof2026* under both Loans*#6* and*#7.* Principal and interest payments under the new loan of $45,637 per month are due over afive-year term ending during thethird quarter of2030.

Loans*#1,* #2, #4, and*#8* are secured by liens on substantially all of our assets and are subject to certain restrictions and annual financial covenants. Loans*#3* and*#5* are unsecured and subordinated to our indebtedness to MCB. Failure to make timely payments of principal and interest, or otherwise to comply with the terms of the agreements of Loans*#3* and*#5,* would entitle the MTI to accelerate the maturity of such debt and demand repayment in full. These loans* may*be prepaid without penalty at any time.

Principal payments (net of debt issuance and debt discount costs) due under bank loans outstanding as of* March 31, 2026* (excluding our $1,000,000 line of credit) are reflected in the following table by the year that payments are due:

(1) The amortization of these debt issuance costs and debt discount costs is being recorded as a component of interest expense, included in other (expenses) income, net, and is being amortized on a straight-line basis over the underlying terms of the notes.

We maintain a $1,000,000 line of credit (LOC) with MCB, which is available, as needed, through* September 11, 2026.Interest on borrowings against the LOC is variable at the National Prime Rate per annum. There wasno outstanding balance under this LOC as of March 31, 2026* or* December 31, 2025*.

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9. COMMITMENTS AND CONTINGENCIES

Litigation and Regulatory

Our bylaws, as amended, in effect provide that we will indemnify our officers and directors against any liability arising from their responsibilities as officers and directors to the maximum extent permitted by Delaware law. In addition, we make similar indemnity undertakings with each director and executive officer through a separate indemnification agreement with that director or officer. The maximum payment that we* maybe required to make under such provisions is theoretically unlimited and is impossible to determine. We maintain directors’ and officers’ liability insurance, which mayprovide us reimbursement for payments made to, or on behalf of, officers and directors pursuant to the indemnification provisions. Our indemnification obligations were grandfathered under the provisions of Codification Topic460**, Guarantees*. Accordingly, we have recordedno liability for such obligations as of* March 31, 2026* or* December 31, 2025*. Since our incorporation, we have hadno occasion to make any indemnification payment to any of our officers or directors for any reason.

The development, manufacturing and marketing of animal health and nutrition products entails an inherent risk that liability claims will be asserted against us during the normal course of business. We are aware ofno such claims against us as of the time of this filing on* May 14, 2026.*We believe that we have reasonable levels of liability insurance to support our operations.

We enter into agreements withthird parties in the ordinary course of business under which we are obligated to indemnify suchthird parties from and against various risks and losses. The precise terms of such indemnities vary with the nature of the agreement. In some cases those obligations* maybe theoretically unlimited. We havenot incurred material expenses in discharging any of these indemnification obligations and based on our analysis of the nature of the risks involved, we believe that the fair value of the liabilities potentially arising under these agreements is minimal. Accordingly, we recordedno liabilities for such obligations as of March 31, 2026* or* December 31, 2025*.

Employee Compensation

Upon retirement from the Company during* January 2026,Mr. Brigham (our former President and Chief Executive Officer), was paid $239,369 for all earned and unused paid time off, as well as $100,000 related to a retention and performance bonus in equal amounts. Both amounts were included in accounts payable and accrued expenses as of December 31, 2025.*

As of* September 29, 2025,we entered into an employment agreement with Mr. te Boekhorst (effective upon commencement of employment as Company President and Chief Executive Officer) under which he will receive an annual base salary of $450,000. He also will be entitled to earn annual cash bonuses of up to an additional $400,000 per year subject to the Company having achieved financial improvement targets from the prior year, as set in advance by our Board of Directors or its Compensation and Stock Option Committee of our Board of Directors (the “Committee”). The targets for2026* have been set based on the board approved budget in thefirst quarter of2026.

Effective as of* January 27, 2026,we entered into new employment agreements with Timothy C. Fiori, the Company’s Chief Financial Officer, and Bobbi Jo Brockmann, the Company’s Senior Vice President of Sales and Marketing. Pursuant to the new employment agreements, Mr. Fiori will be compensated at an annual base salary of $315,000 and Ms. Brockmann will be compensated at an annual base salary of $300,000. Starting with the fiscal year ending December 31, 2026,each of Mr. Fiori and Ms. Brockmann will be eligible to earn a formulaic annual cash bonus if various preset financial and strategic targets are achieved. The target cash bonus amount is 50% of base salary (potentially higher if all targets are exceeded). The financial and strategic targets for2026* were approved by the Committee. Per the employment agreements, the annual financial and strategic targets thereafter will be set each year by our CEO in consultation with the Committee; for targets that are qualitative in nature, the extent to which the qualitative target was achieved is to be determined each year by the Committee. These agreements also include provisions for potential severance payments, which are dependent on the nature in which employment terminates.

As with other incentive-based compensation, payouts of annual cash bonuses are subject to possible retroactive claw back if and to the extent mandated by Company policy or applicable laws or listing requirements.

Other Commitments

In addition to the commitments discussed above, we had committed $76,000 to increase our production capacity for the First Defense® product line, $1,733,000 to the purchase of inventory, $419,000 to information technology services, $312,000 to cold storage services, and $723,000 for other obligations as of* March 31, 2026*.

10. STOCKHOLDERS’** EQUITY**

Common Stock Issuances

In thethree-month period ended* March 31,2025, the Company sold shares pursuant to the At-The-Market (ATM) agreement (net of legal, accounting, sales commissions and other fees) for net proceeds of ($23,541). There wasno ATM activity in thethree-month period ended March 31,*2026.

Stock Option Plans

On* November 7, 2025,the Board of Directors adopted a new 2025 Stock Option and Incentive Plan (the“2025* Plan”), under which employees, directors and other service providers* maybe granted options to purchase shares of the Company’s common stock atno* less than fair market value on the date of grant. The Board further revised the2025 Plan on* March 26, 2026and April 7,2026, including revising the number of shares from 500,000 to 650,000, as well as revisions to the change in control provisions, minimum vesting period and exercise period for retiring directors. As set forth in the Company’s definitive proxy statement for the June 11, 2026Annual Meeting of Stockholders, the Board submitted the2025* Plan, as so revised, to stockholders for approval at that meeting. If for any reason the2025 Plan isnot approved by vote of the Company’s stockholders within12 months after the date of the Plan’s adoption by the Board, then with limited exceptions all stock options previously granted under that Plan would, by their terms and consistent with Nasdaq Listing Rules, lapse and become non-exercisable.

In thefirst quarter of2026, Michael F. Brigham surrendered 24,052 shares of previously owned common stock in the Company in exchange for the exercise of 25,000 incentive stock options. There wereno stock options exercised in thethree month period ended* March 31, 2025.*

On* January 27, 2026,we granted stock options to purchase 220,000 shares of the Company's common stock totwo* executive officers of the Company. Such options have a grant-date fair value of $3.51 per share and vest ratably over three years from date of grant. We record stock-based compensation expense on a straight-line basis for all stock options. On* January 27, 2026,we granted an additional stock option to purchase 109,500 shares of the Company's common stock to the Company's President and CEO, contingent on achieving certain internal performance metrics. Such option has a grant-date fair value of $3.51 and vests only if and when the Company’s net operating income forfour* consecutive calendar quarters equals or exceeds 300% of the Company’s audited net operating income for its2025 fiscal year. As of* March 31, 2026,*we believe that the vesting of the option is probable.

The fair value of stock options, including performance-based stock options, is estimated on the grant date using a Black-Scholes option-pricing model. We recorded compensation expense pertaining to stock-based awards of $137,949 and $52,215 during thethree months ended* March 31, 2026and2025,* respectively. The increase in stock-compensation expense is due to grants to our executive officers beginning in* April 2025.*

11. Net Income Per Share

Basic net income per share is computed by dividing net income by the weighted average common shares outstanding during the period. The computation of diluted net income per share is similar to the computation of basic net income per share, except that the weighted average common shares outstanding includes the assumed exercise of in-the-money options and contingently issuable shares that would be issuable if the end of the reporting period was the end of the contingency period, unless the effect is anti-dilutive. We use the treasury stock method, which assumes that proceeds, including cash received from the exercise of employee stock options and the average unrecognized compensation expense for unvested awards during the period, would be used to purchase the Company’s common stock at the average market price during the period.

Outstanding stock options that werenot included in this calculation because the effect would be anti-dilutive amounted to 1,076,260 and 641,000 during thethree months ended* March 31, 2026and2025,* respectively.

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12. REVENUE

We primarily offer the First Defense® product line to dairy and beef producers to prevent scours in newborn calves. This line offerstwo distinct platforms: i) veterinary biologics providing scours protection with USDA-approved claims againstE.coli, coronavirus and rotavirus and ii) functional feed products delivering concentrated bioactive colostrum proteins. Generally, our products are promoted to veterinarians as well as dairy and beef producers by our sales team and then sold through distributors.

We have determined that each unit within each purchase order we receive from our customers is distinct, can be used on its own, and isnot combined with another promise. As such, each unit constitutes a distinct performance obligation. The transaction price is determined based on the pricing noted within each written contract or provided to customers via standard price lists and with payments typically due in full within30 days of invoicing. Our contracts donot include significant financing components.

We recognize revenue at a point in time, when we invoice at shipment, which is when the customer assumes legal title and we have the right to payment.

There wereno material changes between the allocation and timing of revenue recognition during thethree months ended* March 31, 2026* or2025.

The following table presents our product sales disaggregated by geographic area:

All trade receivables on our balance sheet date are from contracts with customers. As of* January 1, 2025,trade accounts receivable (all of which relates to contracts with customers) totaled $3,771,133. We donot* have any contract assets for which we have satisfied the performance obligation, but donot yet have the right to payment. We donot have any contract liabilities such as upfront customer payments or deferred revenue. We incurno material costs to obtain or fulfill contracts with customers.

13. OTHER (EXPENSES) INCOME, NET

Other (expenses) income, net consisted of the following:

14. INCOME TAXES

Our income tax expense aggregated $12,522 and $1,904 (amounting to less than 1% of our income before income taxes) during thethree months ended* March 31, 2026and2025*, respectively.

During thesecond quarter of2018, we assessed our historical and near-term future profitability and recorded $563,252 in non-cash income tax expense to create a full valuation allowance against our net deferred tax assets (which consist largely of net operating loss carryforwards and federal and state credits) based on applicable accounting standards and practices. At that time, we had incurred a net loss forsix consecutive quarters, hadnot been profitable on a year-to-date basis since thenine months ended* September 30, 2017and projected additional net losses for some period going forward before returning to profitability. Should future profitability be realized at an adequate level, we would be able to release this valuation allowance (resulting in a non-cash income tax benefit) and realize these deferred tax assets before they expire. We will continue to assess the need for the valuation allowance at each quarter and, in the event that actual results differ from these estimates, or we adjust these estimates in future periods, we may*need to adjust our valuation allowance. Currently, we adjust the valuation allowance at the end of each quarter to reduce the value of our net deferred tax assets to zero.

15. SEGMENT INFORMATION

Our business operations (being the development, manufacture and sale of products that improve the health and productivity of dairy and beef cattle) are described in Note1, “Basis of Presentation and Significant Accounting Policies”. Our chief operating decision-maker (CODM), our President and CEO, regularly evaluatestwo operating segments: i) Scours and ii) Mastitis for purposes of deciding how to allocate resources and assess performance. Our CODM primarily evaluates performance based on product sales as well as net operating income (loss).No operating segments have been aggregated; therefore, ourtwo operating segments are the Company'stwo reportable segments.

Scourssegment - consists of the First Defense® product line. The core technology underlying the Scours segment is focused on polyclonal antibodies.

Mastitissegment - includes our CMT product line, consisting of reagents and equipment used for rapid cow-side testing to identify mastitic quarters by detecting elevated somatic cell counts. This segment also includes our Re-Tain® product in development for the treatment of subclinical mastitis based on the bacteriocin nisin. On* December 23, 2025,*we made the decision to cease our focus on obtaining FDA approval of Re-Tain® and instead continue the stability and investigational testing related to Re-Tain®.

Other- includes unallocated administrative and overhead expenses and other products.

(1) As of* March 31, 2026,property, plant and equipment, net includes approximately $12,300,000 of idle assets, which primarily related toone* of our manufacturing facilities that was previously utilized for Re-Tain® that we now plan to refit for use in producing First Defense® products.

16. RELATED PARTY TRANSACTIONS

David S. Tomsche (Chair of our Board of Directors) is a controlling owner of Leedstone Inc., a domestic distributor of our products (the First Defense® product line and CMT). His affiliated company purchased $433,518 and $250,513 of products from us during thethree-month periods ended* March 31, 2026and2025,* respectively, all on terms consistent with those offered to other distributors of similar status. Our accounts receivable (subject to standard and customary payment terms) due from this affiliated company aggregated $5,520 and $0 as of* March 31, 2026and December 31, 2025,*respectively.

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17. SUBSEQUENT EVENTS

We have evaluated subsequent events through the time of filing on the date we have issued this Quarterly Report on Form10-Q.

Subsequent to* March 31, 2026,the Company entered into a lease agreement fortwo* vehicles used by the sales team. The leases arenot material to the Company’s financial position, results of operations, or cash flows.

On* May 8, 2026,the Company and Norbrook Laboratories Limited (incorporated and registered in Northern Ireland (Norbrook)) entered into a Settlement Deed to resolve and release any and all claims arising out of or relating to an underlying2019* development Services and Commercial Supply Agreement between thetwo companies. As previously reported, that agreement expired* March 31, 2026.Under the Settlement Deed, Norbrook has agreed to pay the Company the sum of $2,000,000. The Settlement Deed is governed by Northern Ireland law, includes undertakings regarding confidentiality, and doesnot* constitute an admission of liability or wrongdoing on the part of either party.

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