Skip to main content

IMMUCELL CORP /DE/

For the period ended Jun 30, 2026. Filed Aug 13, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 13, 2026

ICCC$9.80-1.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-14.

0001437749-26-017045

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-13.

0001437749-26-027668

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 40 previous paragraphs and 67 current paragraphs.

21 unchanged; 15 reworded; 26 added; 4 removed; 0 previous and 5 current paragraphs rearranged.

Tables are not compared: 3 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (26)

Current report

In late December 2025 and early January 2026, we announced our plan to convert the former Re-Tain® facilities and most of the related equipment for increased production of our First Defense® product line. In June 2026, our Board of Directors authorized a manufacturing capacity expansion program to execute on that strategy.

Current report

The first phase, which we have initiated to stay ahead of current and future demand growth, expands drying capacity by renovating the former Re-Tain® facility and adding a new freeze dryer with greater capacity and reliability than our current freeze-drying equipment. This phase is expected to take approximately 12 months and cost approximately $3.5 million.

Current report

In a second phase, we plan to repurpose Re-Tain® equipment and add additional equipment and automation to expand our First Defense® colostrum liquid processing capacity. The second phase will involve additional investments, including for detailed engineering work to develop an efficient and scalable process. This phase is expected to take an additional six months and cost approximately $4.5 million.

Current report

The goal of these capacity expansion investments is to further strengthen our ability to reliably manufacture First Defense® products to meet expected customer demand.

Current report

During the three months ended June 30, 2026, the Company recorded a $2.0 million settlement with a former contract manufacturer that compensated the Company for operating costs incurred in product development and contract performance related to the development of the Company’s Re-Tain® product. The settlement resolved claims for operating costs the Company incurred in developing the product. The settlement agreement fully released the parties with no further material obligations. There are no remaining material contingent amounts related to this settlement.

Current report

During the three months ended June 30, 2026, we recorded $45,950 of income tax expense as compared to $1,904 during the three months ended June 30, 2025. We anticipate having some amount of tax liability for profits we may realize moving forward, as certain NOLs carried forward no longer 100% offset taxable income, but 80% instead.

Current report

Product sales during the six months ended June 30, 2026 were $17.5 million representing a 20.9%, or $3.0 million, increase over product sales of $14.5 million during the six months ended June 30, 2025. The increase was primarily due to higher sales volumes for all product categories of the First Defense® product line, including portfolio expansion, and product price increases.

Current report

Domestic sales during the six months ended June 30, 2026 increased by 32.5% (to $16.0 million), and international sales decreased by 35.7% (to $1.6 million), in comparison to the six months ended June 30, 2025. International sales aggregated 9.0% and 17.0% of total sales during the six months ended June 30, 2026 and 2025, respectively.

Current report

During the six months ended June 30, 2026, administrative expenses increased by 79.4%, or $1.1 million, to $2.4 million in comparison to $1.3 million during the six months ended June 30, 2025. The increase was primarily due a $0.7 million increase in executive compensation (including share-based compensation), coupled with $0.2 million additional legal and professional service fees.

Current report

During the six months ended June 30, 2026, the Company recorded a $2.0 million settlement with a former contract manufacturer that compensated the Company for operating costs incurred in product development and contract performance related to the development of the Company’s Re-Tain® product. The settlement resolved claims for operating costs the Company incurred in developing the product. The settlement agreement fully released the parties with no further material obligations. There are no remaining material contingent amounts related to this settlement.

Current report

During the six months ended June 30, 2026, we recorded $58,472 of income tax expense as compared to $3,809 during the six months ended June 30, 2025. As mentioned above, we anticipate having some amount of tax liability for profits we may realize moving forward, as certain NOLs carried forward no longer 100% offset taxable income, but 80% offset instead.

Current report

Net cash used for investing activities increased $0.4 million during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. The increase was primarily due to spending on capital expenditures related to investments supporting the first phase of the First Defense®planned production increase. See “First Defense®Manufacturing Expansion” section above for further information.

Current report

Net cash used for financing activities increased $0.2 million during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025** **primarily due to the absence of $0.3 million proceeds from the ATM Agreement that were received in the six months ended June 30, 2025, partly offset by $0.2 million of proceeds from the exercise of stock options during the six months ended June 30, 2026.
Removed paragraphs (4)

Previous report

(1)There were 1,076,260 and 801,760 shares of common stock reserved for issuance for stock options that were outstanding as of March 31, 2026 and December 31, 2025, respectively.

Previous report

Net cash used for investing activities decreased $0.2 million during the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. The decrease was primarily due to a reduction in capital expenditures.

Previous report

Net cash used for financing activities decreased an insignificant amount during the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.
Reworded paragraphs (15)

Previous wording

ImmuCell Corporation, founded in 1982 and a SEC-registered public company since 1987, 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.

Current wording

ImmuCell Corporation, founded in 1982 and an SEC-registered public company since 1987, 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.

Previous wording

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 of five years effective January 1, 2026. The effect of this change in estimate for the three 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.

Current wording

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®), during December 2025, we reassessed prior estimates of the useful lives of that manufacturing equipment. Because the equipment had seen such limited use since installation, we increased the estimated remaining useful lives on certain equipment by a weighted average of five years. The effect of this change in estimate, effective January 1, 2026, for the three months ended June 30, 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. The effect of this change in estimate for the six months ended June 30, 2026 was a $0.2 million decrease to depreciation expense included in costs of goods sold, and an increase in operating income and net income of $0.2 million, or $0.02 per both basic and diluted share.

Previous wording

Sales of the First Defense® product line are seasonal, with higher sales expected during the first quarter of the calendar year, largely driven by the beef calving season, which runs primarily from January to 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.

Current wording

Sales of the First Defense® product line are seasonal, with higher sales expected during the first quarter of the calendar year, largely driven by the beef calving season, which runs primarily from January to 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 hot summer weather and cold stress during the winter months can increase the incidence of scours and the need for our products.

Previous wording

Sales of the First Defense® product line made up 99.5% of our total sales during the three months ended March 31, 2026 and 2025. We also sell our own CMT, which is used to detect somatic cell counts in milk. Sales of CMT aggregated approximately 0.5% of our total product sales during the periods reported.

Current wording

Sales of the First Defense® product line made up approximately 99% of our total sales during the three months ended June 30, 2026 and 2025. We also sell our own CMT, which is used to detect somatic cell counts in milk. Sales of CMT aggregated approximately 1% of our total product sales during the periods reported.

Previous wording

Product sales during the three months ended March 31, 2026 were $10.4 million representing a 28.4%, or $2.3 million, increase over product sales of $8.1 million during the three months ended March 31, 2025. The increase was primarily due to higher sales volumes of Tri-Shield®and Dual Force® combined with year-over-year product price increases across most product lines.

Current wording

Product sales during the three months ended June 30, 2026 were $7.2 million representing a 11.5%, or $0.7 million, increase over product sales of $6.4 million during the three months ended June 30, 2025. The increase was primarily due to higher sales volumes for all product categories of the First Defense® product line, including portfolio expansion, and product price increases.

Previous wording

Domestic sales during the three months ended March 31, 2026 increased by 35.7% (to $9.7 million), and international sales decreased by 30.2% (to $0.6 million), in comparison to the three months ended March 31, 2025. International sales aggregated 6.0% and 11.1% of total sales during the three months ended March 31, 2026 and 2025, respectively.

Current wording

Domestic sales during the three months ended June 30, 2026 increased by 27.7% (to $6.2 million), and international sales decreased by 38.9% (to $1.0 million), in comparison to the three months ended June 30, 2025. International sales aggregated 13.4% and 24.4% of total sales during the three months ended June 30, 2026 and 2025, respectively.

Previous wording

During the three months ended March 31, 2026, administrative expenses increased by 82.7%, or $0.5 million, to $1.1 million in comparison to $0.6 million during the three months ended March 31, 2025. The increase was primarily due to a $0.4 million increase in executive compensation (including share-based compensation).

Current wording

During the three months ended June 30, 2026, administrative expenses increased by 76.6%, or $0.6 million, to $1.3 million in comparison to $0.7 million during the three months ended June 30, 2025. The increase was primarily due to a $0.3 million increase in executive compensation (including share-based compensation), coupled with $0.1 million in higher professional services fees.

Previous wording

During the three months ended March 31, 2026, sales and marketing expenses increased by 43.9%, or $0.4 million, to $1.2 million in comparison to $0.9 million during the three months ended March 31, 2025. This increase was primarily due to higher wages, including share-based compensation, and expenses associated with new and backfilled sales positions, coupled with increased promotional and tradeshow related expenses. In the three months ended March 31, 2025, we restricted commercial spending due to tight product supply; however, this tight supply was alleviated in the summer of 2025.

Current wording

During the three months ended June 30, 2026, sales and marketing expenses increased by 59.6%, or $0.4 million, to $1.1 million in comparison to $0.7 million during the three months ended June 30, 2025. This increase was primarily due to expanded commercial efforts in First Defense® leading to higher compensation and expenses associated with new and backfilled sales positions. In the three months ended June 30, 2025, we restricted commercial spending due to tight product supply; however, this tight supply was alleviated in the summer of 2025.

Previous wording

During the three months ended March 31, 2026, product development expenses decreased by 58.0%, or $0.4 million, to $0.3 million in comparison to $0.8 million during the three months ended March 31, 2025. This decrease was driven by the $0.3 million shift to costs of goods sold of depreciation and building related expenses related to our 33 Caddie facility (formerly associated with Re-Tain®) as part of our recently announced strategy to utilize the facility for the production of First Defense®as a result of the Company's December 2025 decision to cease its focus on obtaining FDA approval of Re-Tain® and instead refit the facility for use in producing First Defense® products, coupled with a reduction of wages associated with Re-Tain® product development.

Current wording

During the three months ended June 30, 2026, product development expenses decreased by 85.6%, or $0.7 million, to $0.1 million in comparison to $0.8 million during the three months ended June 30, 2025. This decrease was driven by the $0.3 million shift to costs of goods sold of depreciation and building related expenses related to our 33 Caddie facility (formerly associated with Re-Tain®) as part of our recently announced strategy to utilize the facility for the production of First Defense®as a result of our December 2025 decision to cease our efforts on obtaining FDA approval of Re-Tain® and instead refit the facility for use in producing First Defense® products, coupled with a $0.2 million reduction of wages and lab supplies associated with Re-Tain® product development and $0.1 million lower licenses and fees related expense.

Previous wording

During both the three months ended March 31, 2026 and 2025, we recorded insignificant amounts of income tax expense.

Current wording

During both the three months ended June 30, 2026 and 2025, other expenses, net was insignificant.

Previous wording

Costs of goods sold during the three months ended March 31, 2026 were $5.7 million representing a 20.9%, or $1.0 million, increase over costs of goods sold of $4.7 million during the three months ended March 31, 2025. The increase was primarily due to higher sales of First Defense® combined with a shift of $0.3 million of costs associated with the former Re-Tain®manufacturing facility from product development expense to costs of goods sold. Cost of goods sold increased at a rate lower than sales due to price increases effective January 1, 2026 and manufacturing efficiencies obtained during the period, partially offset by the shift of depreciation and building related expenses related to our 33 Caddie facility (formerly associated with Re-Tain®) from product development expense as a result of the Company's December 2025 decision to cease its focus on obtaining FDA approval of Re-Tain® and instead refit the facility for use in producing First Defense® products.

Current wording

Costs of goods sold during the six months ended June 30, 2026 were $10.4 million representing a 25.3%, or $2.1 million, increase over costs of goods sold of $8.3 million during the six months ended June 30, 2025. The increase was primarily due to higher sales of First Defense® combined with a shift of $0.6 million of costs associated with the former Re-Tain®manufacturing facility from product development expense to costs of goods sold, and $0.4 million of increased raw material costs. Costs of goods sold increased at a rate higher than sales due to the shift of depreciation and building related expenses related to our 33 Caddie facility (formerly associated with Re-Tain®) from product development expense as a result of the Company's December 2025 decision to cease its efforts on obtaining FDA approval of Re-Tain® and instead refit the facility for use in producing First Defense® products, and higher raw material costs, partially offset by price increases effective January 1, 2026.

Previous wording

During the three months ended March 31, 2026, other expense, net was $15,187 in comparison to $0.3 million of other income, net during the three months ended March 31, 2025. The year-over-year net shift of 104.6% or $0.3 million was primarily due to a one-time insurance settlement of $0.4 million which occurred in the three months ended March 31, 2025.

Current wording

During the six months ended June 30, 2026, other (expenses) income, net was ($0.1) million in comparison to $0.3 million of other (expenses) income, net during the six months ended June 30, 2025. The year-over-year expenses increase of 126.2% or $0.3 million was primarily due to a one-time insurance recovery which occurred in the six months ended June 30, 2025.

Previous wording

We had aggregate debt outstanding (net of debt issuance and debt discount costs) of $8.7 million and $9.1 million as of March 31, 2026 and December 31, 2025, respectively. Recurring debt principal repayments (excluding the line of credit) aggregated $0.4 million during both the three months ended March 31, 2026 and 2025. We anticipate that recurring debt principal repayments will aggregate approximately $1.6 million during the year ending December 31, 2026. Our $1.0 million line of credit, which bears interest at the National Prime Rate per annum, is currently available until September 11, 2026. No draw on our line of credit was outstanding as of March 31, 2026, or December 31, 2025.

Current wording

We had aggregate debt outstanding (net of debt issuance and debt discount costs) of $8.3 million and $9.1 million as of June 30, 2026 and December 31, 2025, respectively. Recurring debt principal repayments (excluding the line of credit) aggregated $0.8 million during both the six months ended June 30, 2026 and 2025. We anticipate that recurring debt principal repayments will aggregate $1.6 million during the year ending December 31, 2026. Our $1.0 million line of credit, which bears interest at the National Prime Rate per annum, is currently available until September 11, 2026. No draw on our line of credit was outstanding as of June 30, 2026, or December 31, 2025.

Previous wording

Interest expense (excluding amortization of debt issuance and debt discount costs) was approximately $97,000 and $117,000 during the three months ended March 31, 2026, and 2025, respectively. Our debt bears interest at fixed rates, which on a blended basis amounts to 4.3% per annum. We anticipate that interest expense (excluding amortization of debt issuance and debt discount costs) will be $367,000 during the year ending December 31, 2026.

Current wording

Interest expense (excluding amortization of debt issuance and debt discount costs) was $189,027 and $231,110 during the six months ended June 30, 2026 and 2025, respectively. Our debt bears interest at fixed rates, which on a blended basis amounts to 4.29% per annum as of June 30, 2026. We anticipate that interest expense (excluding amortization of debt issuance and debt discount costs) will be $367,000 during the year ending December 31, 2026.

Previous wording

Net cash provided by operating activities increased $2.0 million during the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. The increase was primarily due to a $0.5 million increase in net income, $0.8 million less cash used for inventory, $0.4 million less cash used for accounts payable and accrued expenses, and $0.3 million additional cash provided by accounts receivable.

Current wording

Net cash provided by operating activities increased $3.4 million during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. The increase was primarily due to a $1.8 million increase in net income, which benefitted from a $2.0 million settlement as the result of a contract dispute with a prior contract manufacturer for Re-Tain®. Working capital changes also contributed to the increase, including i) $1.4 million less cash used for inventory as finished goods were built up in 2025, ii) cash outflows for accounts payable and accrued expenses decreased by $0.8 million primarily due to timing of payroll and executive bonus payments, and iii) $0.9 million less cash provided by accounts receivable due to timing of order fulfillment.
Rearranged current paragraphs (5)

Current report — wording carried from elsewhere

Costs of goods sold during the three months ended June 30, 2026 were $4.7 million representing a 30.9%, or $1.1 million, increase over costs of goods sold during the three months ended June 30, 2025. The increase was primarily due to higher sales of First Defense® combined with a shift of $0.3 million of costs associated with the former Re-Tain®manufacturing facility from product development expense to costs of goods sold, along with $0.2 million in manufacturing inefficiencies and $0.2 million of increased raw material costs during the three months ended June 30, 2026. Costs of goods sold increased at a rate higher than sales due to the shift of depreciation and building related expenses related to our 33 Caddie facility (formerly associated with Re-Tain®) from product development expense as a result of the Company's December 2025 decision to cease its efforts on obtaining FDA approval of Re-Tain® and instead refit the facility for use in producing First Defense® products, and manufacturing inefficiencies and increased raw material costs in the three months ending June 30, 2026, partially offset by price increases effective January 1, 2026.

Current report — wording carried from elsewhere

Results of Operations for the Six Months Ended June 30, 2026, Compared with the Six Months Ended June 30, 2025

Current report — wording carried from elsewhere

Sales of the First Defense® product line made up more than 99% of our total sales during the six months ended June 30, 2026 and 2025. We also sell our own CMT, which is used to detect somatic cell counts in milk. Sales of CMT aggregated approximately 0.5% of our total product sales during the periods reported.

Current report — wording carried from elsewhere

During the six months ended June 30, 2026, sales and marketing expenses increased by 50.9%, or $0.8 million, to $2.3 million in comparison to $1.6 million during the six months ended June 30, 2025. This increase was primarily due to expanded commercial efforts in First Defense® leading to $0.6 million in higher compensation and expenses associated with new and backfilled sales positions, coupled with $0.1 million in increased promotional and tradeshow related expenses. In the six months ended June 30, 2025, we restricted commercial spending due to tight product supply; however, this tight supply was alleviated in the summer of 2025.

Current report — wording carried from elsewhere

During the six months ended June 30, 2026, product development expenses decreased by 72.5%, or $1.2 million, to $0.4 million in comparison to $1.6 million during the six months ended June 30, 2025. This decrease was driven by the $0.6 million shift to costs of goods sold of depreciation and building related expenses related to our 33 Caddie facility (formerly associated with Re-Tain®) as part of our recently announced strategy to utilize the facility for the production of First Defense®as a result of our December 2025 decision to cease our efforts on obtaining FDA approval of Re-Tain® and instead refit the facility for use in producing First Defense® products, coupled with a $0.4 million reduction of wages and lab supplies associated with Re-Tain® product development and $0.1 million lower licenses and fees.