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0000811641iccc:RetainAssetsMember2025-01-012025-09-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________ to _____________________

001-12934

(Commission file number)

ImmuCell Corporation

(Exact name of registrant as specified in its charter)

Delaware

01-0382980

(State of Incorporation)

(I.R.S. Employer

Identification No.)

56 Evergreen Drive, Portland, ME		04103
(Address of principal executive office)		(Zip Code)

(207) 878-2770

(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.10 par value per share	ICCC	The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the registrant’s common stock outstanding as of October 31, 2025 was 9,045,851.

Table of Contents

ImmuCell Corporation

TABLE OF CONTENTS

September 30, 2025

PART I: FINANCIAL INFORMATION

ITEM 1.	Unaudited Financial Statements

	Balance Sheets as of September 30, 2025 and December 31, 2024	1

	Statements of Operations during the three-month and nine-month periods ended September 30, 2025 and 2024	2

	Statements of Stockholders’ Equity during the three-month and nine-month periods ended September 30, 2025 and 2024	3

	Statements of Cash Flows during the nine-month periods ended September 30, 2025 and 2024	4-5

	Notes to Unaudited Financial Statements	6-27

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28-46

ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	46

ITEM 4.	Controls and Procedures	46

PART II: OTHER INFORMATION

ITEM 1 THROUGH 6.		47-58

	Signature	59

Table of Contents

ImmuCell Corporation

Part 1. FINANCIAL INFORMATION

ITEM 1. UNAUDITED FINANCIAL STATEMENTS

BALANCE SHEETS

(Unaudited)

	*As of*			*As of*
	*September 30,*			*December 31,*
	*2025*			*2024*
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	3,886,198		$	3,758,232
Trade accounts receivable		2,554,766			3,771,133
Inventory		9,802,005			7,112,623
Prepaid expenses and other current assets		582,209			400,762
Total current assets		16,825,178			15,042,750

Property, plant and equipment, net		24,340,740			25,349,019
Operating lease right-of-use asset		4,419,527			4,560,679
Goodwill		95,557			95,557
Intangible assets, net		4,776			19,104
Other assets		44,345			33,368
TOTAL ASSETS	$	45,730,123		$	45,100,477

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of debt obligations	$	1,591,836		$	1,497,619
Current portion of operating lease liability		82,442			432,072
Accounts payable and accrued expenses		2,323,610			2,482,522
Total current liabilities		3,997,888			4,412,213

LONG-TERM LIABILITIES:
Debt obligations, net of current portion		7,898,714			9,040,975
Operating lease liability, net of current portion		4,032,680			4,129,102
Total long-term liabilities		11,931,394			13,170,077

TOTAL LIABILITIES		15,929,282			17,582,290

CONTINGENT LIABILITIES AND COMMITMENTS (See Note 10)

STOCKHOLDERS’ EQUITY:
Common stock, $0.10 par value per share, 15,000,000 and 15,000,000 shares authorized, 9,105,622 and 9,042,392 shares issued and 9,045,851 and 8,979,091 shares outstanding, as of September 30, 2025 and December 31, 2024, respectively.		910,563			904,240
Additional paid-in capital		41,375,649			40,916,155
Accumulated deficit		(12,354,611	)		(14,163,726	)
Treasury stock, at cost, 59,771 and 63,301 shares as of September 30, 2025 and December 31, 2024, respectively		(130,760	)		(138,482	)
TOTAL STOCKHOLDERS’ EQUITY		29,800,841			27,518,187

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	45,730,123		$	45,100,477

The accompanying notes are an integral part of these unaudited financial statements.

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ImmuCell Corporation

STATEMENTS OF OPERATIONS

(Unaudited)

	*During the Three-Month*						*During the Nine-Month*
	*Periods Ended September 30,*						*Periods Ended September 30,*
	*2025*			*2024*			*2025*		*2024*

Product sales	$	5,506,122		$	6,011,573		$	20,018,175	$	18,742,040
Costs of goods sold		3,143,024			4,428,019			11,483,181		13,632,642
Gross margin		2,363,098			1,583,554			8,534,994		5,109,398

Sales and marketing expenses		919,291			844,045			2,472,035		2,629,925
Product development expenses		694,311			786,136			2,283,016		3,079,189
Administrative expenses		729,421			528,267			2,072,682		1,661,838
Operating expenses		2,343,023			2,158,448			6,827,733		7,370,952

NET OPERATING INCOME (LOSS)		20,075			(574,894	)		1,707,261		(2,261,554	)

Other (expenses) income, net		(155,367	)		(125,456	)		110,118		(405,610	)

(LOSS) INCOME BEFORE INCOME TAXES		(135,292	)		(700,350	)		1,817,379		(2,667,164	)

Income tax expense		4,456			1,340			8,264		4,020

NET (LOSS) INCOME	$	(139,748	)	$	(701,690	)	$	1,809,115	$	(2,671,184	)

Basic weighted average common shares outstanding		9,045,851			8,164,423			9,019,484		7,908,425
Basic net (loss) income per share	$	(0.02	)	$	(0.09	)	$	0.20	$	(0.34	)
Diluted weighted average common shares outstanding		9,045,851			8,164,423			9,019,484		7,908,425
Diluted net (loss) income per share	$	(0.02	)	$	(0.09	)	$	0.20	$	(0.34	)

The accompanying notes are an integral part of these unaudited financial statements.

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ImmuCell Corporation

STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)

	*Common Stock*										*Treasury Stock*
					*Additional*												*Total*
					*paid-in*			*Accumulated*									*Stockholders’*
	*Shares*		*Amount*		*capital*			*Deficit*			*Shares*			*Amount*			*Equity*
During the Three-Month Period Ended September 30, 2025:
BALANCE,
June 30, 2025		9,105,622	$	910,563	$	41,302,488		$	(12,214,863	)		59,771		$	(130,760	)	$	29,867,428
Net loss		—		—		—			(139,748	)		—			—			(139,748	)
Stock-based compensation		—		—		73,161			—			—			—			73,161
BALANCE,
September 30, 2025		9,105,622	$	910,563	$	41,375,649		$	(12,354,611	)		59,771		$	(130,760	)	$	29,800,841

During the Three-Month Period Ended September 30, 2024:
BALANCE,
June 30, 2024		7,896,381	$	789,639	$	36,780,897		$	(13,976,591	)		63,301		$	(138,482	)	$	23,455,463
Net loss		—		—		—			(701,690	)		—			—			(701,690	)
At-The-Market Offering of common stock, net of $110,838 of offering costs		1,000,017		100,002		3,480,339			—			—			—			3,580,341
Stock-based compensation		—		—		77,557			—			—			—			77,557
BALANCE,
September 30, 2024		8,896,398	$	889,641	$	40,338,793		$	(14,678,281	)		63,301		$	(138,482	)	$	26,411,671

During the Nine-Month Period Ended September 30, 2025:
BALANCE,
December 31, 2024		9,042,392	$	904,240	$	40,916,155		$	(14,163,726	)		63,301		$	(138,482	)	$	27,518,187
Net income		—		—		—			1,809,115			—			—			1,809,115
Exercise of stock options		—		—		(7,719	)		—			(3,530	)		7,722			3
At-The-Market Offering of common stock, net of $67,880 of offering costs		63,230		6,323		275,123			—			—			—			281,446
Stock-based compensation		—		—		192,090			—			—			—			192,090
BALANCE,
September 30, 2025		9,105,622	$	910,563	$	41,375,649		$	(12,354,611	)		59,771		$	(130,760	)	$	29,800,841

During the Nine-Month Period Ended September 30, 2024:
BALANCE,
December 31, 2023		7,814,165	$	781,417	$	36,357,239		$	(12,007,097	)		63,301		$	(138,482	)	$	24,993,077
Net loss		—		—		—			(2,671,184	)		—			—			(2,671,184	)
At-The-Market Offering of common stock, net of $275,640 of offering costs		1,082,233		108,224		3,724,866			—			—			—			3,833,090
Stock-based compensation		—		—		256,688			—			—			—			256,688
BALANCE,
September 30, 2024		8,896,398	$	889,641	$	40,338,793		$	(14,678,281	)		63,301		$	(138,482	)	$	26,411,671

The accompanying notes are an integral part of these unaudited financial statements.

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ImmuCell Corporation

STATEMENTS OF CASH FLOWS

(Unaudited)

	*During the Nine-Month*
	*Periods Ended September 30,*
	*2025*			*2024*
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	1,809,115		$	(2,671,184	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation		2,008,958			1,999,005
Amortization of intangible assets		14,328			14,328
Amortization and write-off of debt issuance costs and debt discounts		51,191			31,859
Stock-based compensation		192,090			256,688
Loss on disposal of property, plant and equipment		60,056			14,557
Non-cash rent benefit		(304,900	)		(112,306	)
Changes in:
Trade accounts receivable		1,216,367			(122,530	)
Inventory		(2,689,382	)		351,389
Prepaid expenses and other current assets		(181,447	)		183,397
Other assets		(10,977	)		28,756
Accounts payable and accrued expenses		(172,648	)		386,995
Net cash provided by operating activities		1,992,751			360,954

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment		(1,078,133	)		(269,509	)
Proceeds from sale of property, plant and equipment		31,132			4,500
Net cash used for investing activities		(1,047,001	)		(265,009	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from At-The-Market Offering, gross		349,326			4,108,730
Proceeds from debt issuance		801,267			—
Debt principal repayments		(1,885,867	)		(1,094,106	)
Payments of debt issuance costs and debt discounts		(14,633	)		(5,037	)
Payments of equity offering costs		(67,880	)		(275,640	)
Proceeds from exercise of stock options		3			—
Net cash (used for) provided by financing activities		(817,784	)		2,733,947

NET INCREASE IN CASH AND CASH EQUIVALENTS		127,966			2,829,892

BEGINNING CASH AND CASH EQUIVALENTS		3,758,232			978,741

ENDING CASH AND CASH EQUIVALENTS	$	3,886,198		$	3,808,633

The accompanying notes are an integral part of these unaudited financial statements.

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ImmuCell Corporation

STATEMENTS OF CASH FLOWS

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

(Unaudited)

	*During the Nine-Month*
	*Periods Ended September 30,*
	*2025*			*2024*
CASH PAID FOR:
Income taxes	$	10,205		$	5,905
Interest	$	340,381		$	404,077

NON-CASH ACTIVITIES:
(Increase) decrease in capital expenditures included in accounts payable and accrued expenses	$	(13,736	)	$	6,797
Increase in operating lease right-of-use asset and operating lease liability	$	—		$	103,115
Refinance of debt obligation	$	1,525,852		$	—

The accompanying notes are an integral part of these unaudited financial statements.

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ImmuCell Corporation

Notes to Unaudited Financial Statements

1. BUSINESS OPERATIONS

ImmuCell Corporation (the “Company”, “we”, “us”, “our”) was originally incorporated in Maine in 1982 and reincorporated in Delaware in 1987, in conjunction with an initial public offering of common stock. We are an animal health company whose purpose is to create scientifically proven and practical products that improve the health and productivity of dairy and beef cattle. We focus on the two most critical stages of dairy productivity, those being the first 30 days of life and the first 30 days of lactation. Our concentrated colostrum and purified Nisin technologies could offer unique animal health solutions during these periods when immunity is at its most vulnerable. As disclosed in Note 16, “Segment Information”, one of our business segments is dedicated to Scours and the other is focused on Mastitis. We manufacture and market the First Defense^® product line, providing Immediate Immunity™ to prevent scours in newborn dairy and beef calves. Our product line offers three formats in two distinct platforms: veterinary biologics providing protection against E. coli, coronavirus, and rotavirus, and functional feed products delivering concentrated bioactive colostrum proteins. We are developing Re-Tain^® – a treatment for subclinical mastitis in lactating dairy cows. Upon approval, it could represent a first-of-its-kind new animal drug, unrelated to human-use antibiotics. The governing regulatory authorities are Center for Veterinary Biologics, U.S. Department of Agriculture and American Association of Feed Control Officials for First Defense^®, and Center for Veterinary Medicine, U.S. Food and Drug Administration for Re-Tain^®. We are subject to certain risks including dependence on key individuals and third-party providers of critical goods and services, competition from other larger companies, the successful sale of existing products and the development of new viable products with appropriate regulatory approvals, where applicable. A combination of the conditions, trends and concerns related to or arising from tariffs, inflation, rising interest rates and potential recessionary conditions in the United States and/or internationally, could have a corresponding negative effect on our business and operations. We are experiencing price increases in key components, supportive services, transportation and other supplies that create upward pressure on costs of goods sold.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Presentation

We have prepared the accompanying unaudited financial statements reflecting all adjustments (which are of a normal recurring nature) that are, in our opinion, necessary in order to ensure that the financial statements are not misleading. We follow accounting standards set by the Financial Accounting Standards Board (FASB). The FASB sets Generally Accepted Accounting Principles (GAAP) that we follow to ensure we accurately report our financial condition, results of operations, earnings per share and cash flows. References to GAAP in these footnotes are to the FASB Accounting Standards Codification™ (Codification). We believe that the disclosures are adequate to ensure that the information presented is not misleading.

(b) Cash and Cash Equivalents

We consider all highly liquid investment instruments that mature within three months of their purchase dates to be cash equivalents. Cash equivalents are principally invested in securities backed by the U.S. government. We hold no cash or cash equivalents in excess of Federal Deposit Insurance Corporation (FDIC) limits of $250,000 per financial institution per depositor.

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ImmuCell Corporation

Notes to Unaudited Financial Statements (continued)

(c) Trade Accounts Receivable

Accounts receivable are carried at the original invoice amount less an estimate made for credit losses, when applicable. Management determines the allowance for credit losses on a monthly basis by identifying troubled accounts and by using historical experience applied to an aging of accounts and other relevant factors. Accounts receivable are considered to be past due if a portion of the receivable balance is outstanding for more than 30 days. Past due accounts receivable are subject to an interest charge. It was not necessary to charge interest on past due accounts during the three-month or nine-month periods ended September 30, 2025 or 2024 because the time past due was not significant, and there was no accrual for such interest charges as of September 30, 2025 or December 31, 2024. As of September 30, 2025 and December 31, 2024, we determined that no allowance for credit losses was necessary. Accounts receivable are written off when deemed uncollectible. No accounts receivable were written off during the three-month or nine-month periods ended September 30, 2025 or 2024. Recoveries of accounts receivable previously written off are recorded as income when received. No such recoveries were recorded during the three-month or nine-month periods ended September 30, 2025 or 2024. See Note 3.

(d) Inventory

Inventory includes raw materials, work-in-process and finished goods and is recorded at the lower of cost, on the first-in, first-out method, or net realizable value (determined as the estimated selling price in the normal course of business, less reasonably predictable costs of completion, disposal and transportation). Work-in-process and finished goods inventories include materials, labor and manufacturing overhead. At each balance sheet date, we evaluate our ending inventories for excess quantities and obsolescence. Inventories that we consider excess or obsolete are written down to estimated net realizable value. Once inventory is written down and a new cost basis is established, it is not written back up. We believe that supplies and raw materials for the production of our products are available from more than one vendor or farm. Our policy is to maintain more than one source of supply for the components used in our products when feasible. See Note 4.

(e) Property, Plant and Equipment, net

We depreciate property, plant and equipment on the straight-line method by charges to operations and costs of goods sold in amounts estimated to expense the cost of the assets from the date they are first put into service to the end of the estimated useful lives of the assets. The facility we have constructed at 33 Caddie Lane to produce the Nisin Drug Substance (DS) for Re-Tain^® (Building 33) is being depreciated over 39 years from when a Certificate of Occupancy was issued during the fourth quarter of 2017. We began depreciating the equipment for our Nisin DS facility when it was placed in service during the third quarter of 2018. Approximately 86% of these assets are being depreciated over 10 years. We began depreciating the leasehold improvements to our new First Defense^®production facility at 175 Industrial Way (Building 175A) over the remainder of the 10-year lease term beginning when a Certificate of Occupancy was issued during the second quarter of 2020. During August of 2022, this lease term was extended to January of 2043 in connection with a new lease covering additional space at 175 Industrial Way (Building 175B). As a result, the net book value of these leasehold improvements as of August 31, 2022 is now being depreciated over the remainder of the extended lease term. Significant repairs to property, plant and equipment that benefit more than a current period are capitalized and depreciated over their useful lives. Insignificant repairs are expensed when incurred. See Notes 2(h) and 6 for additional disclosures.

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ImmuCell Corporation

Notes to Unaudited Financial Statements (continued)

(f) Operating Leases

We account for our real estate leases using a right-of-use model, which recognizes that at the date of commencement, a lessee has a financial obligation to make lease payments to the lessor for the right to use the underlying asset during the lease term and recognizes a corresponding right-of-use (ROU) asset related to this right. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the expected lease term. The ROU asset is also adjusted for any lease prepayments made, lease incentives received and initial direct costs incurred. For operating leases with lease payments that fluctuate over the lease term, the total lease costs are recognized on a straight-line basis over the lease term. Our leases, at times, may include options to extend the term of the lease. When it is reasonably certain that we will exercise the option, we include the impact of the option in the lease term for purposes of determining future lease payments. For all underlying classes of assets, we made an accounting policy election to not recognize assets or liabilities for leases with a term of twelve months or less and to account for all components in a lease arrangement as a single combined lease component. Short-term lease payments are recognized on a straight-line basis. Certain of our lease agreements include variable rent payments, consisting primarily of amounts paid to the lessor based on cost or consumption, such as maintenance and real estate taxes. These costs are recognized in the period in which the obligation is incurred. Because our leases do not specify an implicit rate, we use an incremental borrowing rate based on information available at the lease commencement date to determine the present value of the lease payments. We evaluate our ROU asset for impairment when events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. See Notes 2(h) and 11 for additional disclosures.

(g) Intangible Assets and Goodwill

We amortize intangible assets on the straight-line method by charges to costs of goods sold in amounts estimated to expense the cost of the assets from the date they are first put into service to the end of the estimated useful lives of the assets. We have recorded intangible assets related to customer relationships, non-compete agreements and developed technology, each with defined useful lives. Amounts paid in excess of the fair value of the net assets (including tax attributes) are recorded as goodwill under the acquisition method of accounting. We assess the impairment of intangible assets that have indefinite lives (when applicable) and goodwill (at the reporting unit level) on an annual basis (as of December 31^st) and whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. We would record an impairment charge if such an assessment were to indicate that the fair value of such assets was less than the carrying value. Judgment is required in determining whether an event has occurred that may impair the value of goodwill or identifiable intangible assets. Factors that could indicate that an impairment may exist include significant under-performance relative to plan or long-term projections, significant changes in business strategy and significant negative industry or economic trends. Although we believe intangible assets and goodwill are properly stated in the accompanying financial statements, changes in strategy or market conditions could significantly impact these judgments and require an adjustment to the recorded balance in the future. No goodwill impairments were recorded during the three-month or nine-month periods ended September 30, 2025 or 2024. See Notes 2(h) and 7 for additional disclosures.

(h) Valuation of Long-Lived Assets

We periodically evaluate our long-lived assets, consisting principally of property, plant and equipment, operating lease right-of-use asset and amortizable intangible assets, for potential impairment. In accordance with the applicable accounting guidance for the treatment of long-lived assets, we review the carrying value of our long-lived assets or asset group that is held and used, including intangible assets subject to amortization, for impairment whenever events and circumstances indicate that the carrying value of the assets may not be recoverable. Under the held for use approach, the asset or asset group to be tested for impairment should represent the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. One example of an asset category we are carefully monitoring is property, plant and equipment related to Re-Tain^®.

	Re-Tain^® Assets as of
	*September 30, 2025*
Land	$	448,201
Buildings and improvements		12,725,789
Laboratory and manufacturing equipment		9,744,390
Construction in progress		2,316,951
Total		25,235,331
Accumulated depreciation		(9,775,788	)
Net book value	$	15,459,543

No impairment was recognized during the three-month or nine-month periods ended September 30, 2025 or 2024.

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ImmuCell Corporation

Notes to Unaudited Financial Statements (continued)

(i) Fair Value Measurements

In determining fair value measurements, we follow the provisions of Codification Topic 820, Fair Value Measurements and Disclosures. Codification Topic 820 defines fair value, establishes a framework for measuring fair value under GAAP and enhances disclosures about fair value measurements. The topic provides a consistent definition of fair value which focuses on an exit price, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The topic also prioritizes, within the measurement of fair value, the use of market-based information over entity-specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. As of September 30, 2025 and December 31, 2024, the carrying amounts of cash and cash equivalents, 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. The amount outstanding under our bank debt facilities is measured at carrying value in our accompanying balance sheets. Our bank debt facilities are valued using Level 2 inputs. The three-level hierarchy is as follows:

Level 1 — Pricing inputs are quoted prices available in active markets for identical assets or liabilities as of the measurement date.

Level 2 — Pricing inputs are quoted prices for similar assets or liabilities, or inputs that are observable, either directly or indirectly, for substantially the full term through corroboration with observable market data.

Level 3 — Pricing inputs are unobservable for the assets or liabilities, that is, inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level of an asset or liability within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment. We also hold money market accounts in our bank account, which are classified as cash equivalents and measured at fair value. The fair value of these investments is based on their closing published net asset value.

We assess the levels of the investments 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 the nine-month periods ended September 30, 2025 and 2024, there were no transfers between levels. As of September 30, 2025 and December 31, 2024, our Level 1 assets measured at fair value by quoted prices in active markets consisted of cash and money market accounts. There were no assets or liabilities measured at fair value on a nonrecurring basis as of September 30, 2025 and December 31, 2024. The carrying values of our cash and money market accounts as of September 30, 2025 and December 31, 2024 approximated their fair market values. Due to inflation and the changing interest rate environment, the carrying values of our fixed rate bank debt as of September 30, 2025 and December 31, 2024 differed from its fair market values. These fair market values are reflected in the following tables:

	*As of September 30, 2025*
	*Level 1*		*Level 2*		*Level 3*		*Total*
Assets:
Cash and money market accounts	$	3,886,198	$	—	$	—	$	3,886,198

Liabilities:
Bank debt	$	—	$	8,742,993	$	—	$	8,742,993

	As of December 31, 2024
	Level 1		Level 2		Level 3		Total
Assets:
Cash and money market accounts	$	3,758,232	$	—	$	—	$	3,758,232

Liabilities:
Bank debt	$	—	$	9,465,500	$	—	$	9,465,500

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ImmuCell Corporation

Notes to Unaudited Financial Statements (continued)

(j) 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 have not 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 to 10% or more of total product sales are detailed in the following table:

	*During the Three-Month*						*During the Nine-Month*
	*Periods Ended September 30,*						*Periods Ended September 30,*
	*2025*			*2024*			*2025*			*2024*
Company A		41	%		43	%		46	%		44	%
Company B		26	%		31	%		27	%		33	%
Total		68	%		74	%		73	%		77	%

Trade accounts receivable due from significant customers that amounted to 10% or more of our total trade accounts receivable are detailed in the following table:

	*As of*			*As of*
	*September 30, 2025*			*December 31, 2024*
Company A		45	%		57	%
Company B		23	%		21	%
Total		68	%		78	%

(k) Revenue Recognition

We recognize revenue in accordance with Codification Topic 606, Revenue from Contracts with Customers (ASC 606). ASC 606 is a single comprehensive model for companies to use in accounting for revenue arising from contracts with customers. The core principle is that we recognize the amount of revenue to which we expect to be entitled for the transfer of promised goods or services to customers when a customer obtains control of promised goods or services in an amount that reflects the consideration we expect to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. We conduct our business with customers through valid purchase orders or sales orders which are considered contracts and are not interdependent on one another. A performance obligation is a promise in a contract to transfer a distinct product to the customer. The transaction price is the amount of consideration we expect to receive under the arrangement. Revenue is measured based on consideration specified in a contract with a customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized when or as the customer receives the benefit of the performance obligation. Product transaction prices on a purchase or sales order are discrete and stand-alone. We recognize revenue when we satisfy a performance obligation in a contract by transferring control over a product to a customer when product ships to a customer. Amounts due are typically paid approximately 30 days from the time control is transferred. Shipping and handling costs associated with outbound freight are accounted for as a fulfillment cost in costs of goods sold. We do not bill for or collect sales tax because our sales are generally made to distributors and thus our sales to them are not subject to sales tax. We generally have experienced an immaterial amount of product returns. See Note 13 for additional disclosures.

(l) Expense Recognition

We do not incur costs in connection with product sales to customers that are eligible for capitalization. Advertising costs are expensed when incurred, which is generally during the month in which the advertisement is published. All product development expenses are expensed as incurred, as are all related patent costs. We capitalize costs to produce inventory during the production cycle, and these costs are charged to costs of goods sold when the inventory is sold to a customer or is deemed to be in excess or obsolete.

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ImmuCell Corporation

Notes to Unaudited Financial Statements (continued)

(m) Income Taxes

We account for income taxes in accordance with Codification Topic 740, Income Taxes, which requires that we recognize a current tax liability or asset for current taxes payable or refundable and a deferred tax liability or asset for the estimated future tax effects of temporary differences and carryforwards to the extent they are realizable. We consider future taxable income and feasible tax planning strategies in assessing the need for a valuation allowance against our deferred tax assets at the end of each quarter. If we determine that it is more likely than not that we will realize our deferred tax assets in the future in excess of the net recorded amount over a reasonably short period of time, a reduction of the valuation allowance would increase income in the period such determination was made. Likewise, if we determine that it is more likely than not that we will not realize all or part of our net deferred tax asset in the future, an increase to the valuation allowance would be charged to income in the period such determination was made.

Codification Topic 740-10 clarifies the accounting for income taxes by prescribing a minimum recognition threshold that a tax position must meet before being recognized in the financial statements. In the ordinary course of business, there are transactions and calculations where the ultimate tax outcome is uncertain. In addition, we are subject to periodic audits and examinations by the Internal Revenue Service and other taxing authorities. With few exceptions, we are no longer subject to income tax examinations by tax authorities for years before 2021. We have evaluated the positions taken on our filed tax returns and have concluded that no uncertain tax positions existed as of September 30, 2025 or December 31, 2024. Although we believe that our estimates are reasonable, actual results could differ from these estimates. See Note 15.

(n) Stock-Based Compensation

We account for stock-based compensation in accordance with Codification Topic 718, Compensation-Stock Compensation, which generally requires us to recognize non-cash compensation expense for stock-based payments using the fair-value-based method. The expected life is calculated utilizing the simplified method, which uses the mid-point between the weighted average vesting period and the contractual term as the expected life. The fair value of each stock option grant has been estimated on the date of grant using the Black-Scholes option pricing model and is recognized as compensation expense on a straight-line basis over the requisite service period for awards subject to time vesting conditions. Accordingly, we recorded compensation expense pertaining to stock-based compensation of $73,161 and $77,557 during the three-month periods ended September 30, 2025 and 2024, respectively, and $192,090 and $256,688 during the nine-month periods ended September 30, 2025 and 2024, respectively. See Note 12.

(o) Net (Loss) Income Per Common Share

Net (loss) income per common share has been computed in accordance with Codification Topic 260-10, Earnings Per Share. The basic net income per share has been computed by dividing net income by the weighted average number of common shares outstanding during the period. The diluted net income per share has been computed by dividing net income by the weighted average number of shares outstanding during the period, plus all outstanding stock options with an exercise price that is less than the average market price of the common stock during the period, less the number of shares that could have been repurchased at this average market price, with the proceeds from the hypothetical stock option exercises and proceeds from unrecognized compensation. In no event can the diluted number of common shares outstanding be less than the weighted average number of common shares outstanding. The basic net (loss) per share and the diluted net (loss) per share have been computed by dividing the net (loss) by the weighted average number of common shares outstanding during the period. All stock options are excluded from the denominator in the calculation of dilutive earnings per share when we are in a loss position because their inclusion would be anti-dilutive.

	*During the Three-Month*						*During the Nine-Month*
	*Periods Ended September 30,*						*Periods Ended September 30,*
	*2025*			*2024*			*2025*		*2024*
Net (loss) income attributable to stockholders	$	(139,748	)	$	(701,690	)	$	1,809,115	$	(2,671,184	)

Weighted average common shares outstanding - Basic		9,045,851			8,164,423			9,019,484		7,908,425
Dilutive impact of share-based compensation awards		—			—			—		—
Weighted average common shares outstanding - Diluted		9,045,851			8,164,423			9,019,484		7,908,425

Net (loss) income per share:
Basic	$	(0.02	)	$	(0.09	)	$	0.20	$	(0.34	)
Diluted	$	(0.02	)	$	(0.09	)	$	0.20	$	(0.34	)

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ImmuCell Corporation

Notes to Unaudited Financial Statements (continued)

(p) Use of Estimates

The preparation of financial statements in conformity with 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, certain other assets related to Re-Tain^®, deferred tax assets and costs of goods sold.

(q) New Accounting Pronouncements Not Yet Adopted

In November of 2024, the FASB issued ASU 2024-03, 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 ASU 2024-03 to determine its impact on our financial statements.

In December of 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes amendments that enhance income tax disclosures, primarily through standardization and disaggregation of income tax rate reconciliation categories and income taxes paid by jurisdiction. The amendments are effective for annual periods beginning after December 15, 2024, with early adoption permitted, and may be applied either prospectively or retrospectively. We are currently evaluating ASU 2023-09 to assess the impact on our financial statement disclosures and to determine the transition method in which the new guidance will be adopted.

3. TRADE ACCOUNTS RECEIVABLE

Trade accounts receivable amounted to $2,554,766 and $3,771,133 as of September 30, 2025 and December 31, 2024, respectively. No allowance for credit losses or product returns was recorded as of September 30, 2025 or December 31, 2024. 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 anticipate no 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 is not expected to be significantly impacted by events occurring after the balance sheet date. The trade accounts receivable balances included $22,387 and $52,097 due from a related party as of September 30, 2025 and December 31, 2024, respectively. See Note 17.

4. INVENTORY

Inventory consisted of the following:

	*As of*		*As of*
	*September 30, 2025*		*December 31, 2024*
Raw materials	$	1,872,633	$	1,356,228
Work-in-process, net		5,952,326		5,746,865
Finished goods		1,977,046		9,530
Total	$	9,802,005	$	7,112,623

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ImmuCell Corporation

Notes to Unaudited Financial Statements (continued)

5. PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consisted of the following:

	*As of*		*As of*
	*September 30, 2025*		*December 31, 2024*
Prepaid expenses	$	527,868	$	360,207
Other receivables		54,341		40,555
Total	$	582,209	$	400,762

6. PROPERTY, PLANT AND EQUIPMENT, net

Property, plant and equipment consisted of the following:

	*Estimated Useful Lives*	*As of*			*As of*
	*(in years)*	*September 30, 2025*			*December 31, 2024*
Laboratory and manufacturing equipment	3 - 10	$	20,888,337		$	21,234,259
Buildings and improvements	10 - 39		20,960,522			20,889,395
Office furniture and equipment	3 - 10		928,550			1,056,145
Construction in progress	n/a		2,645,564			2,693,904
Land	n/a		516,867			516,867
Property, plant and equipment, gross			45,939,840			46,390,570
Accumulated depreciation			(21,599,100	)		(21,041,551	)
Property, plant and equipment, net		$	24,340,740		$	25,349,019

As of September 30, 2025 and December 31, 2024, construction in progress consisted principally of payments toward the First Defense^® production capacity expansion project and equipment needed to bring the formulation and aseptic filling for Re-Tain^® in-house. The costs associated with property, plant and equipment disposals were $1,406,194 and $49,652 during the three-month periods ended September 30, 2025 and 2024, respectively, and $1,542,599 and $120,814 during the nine-month periods ended September 30, 2025 and 2024, respectively. Depreciation expense was $674,314 and $670,346 during the three-month periods ended September 30, 2025 and 2024, respectively, and $2,008,958 and $1,999,005 during the nine-month periods ended September 30, 2025 and 2024, respectively.

7. INTANGIBLE ASSETS

Intangible assets of $191,040 were valued using the relief from royalty method and are being amortized to costs of goods sold over their useful lives, which are estimated to be 10 years. Intangible amortization expense was $4,776 during both of the three-month periods ended September 30, 2025 and 2024 and $14,328 during both of the nine-month periods ended September 30, 2025 and 2024. The net value of these intangibles was $4,776 and $19,104 as of September 30, 2025 and December 31, 2024, respectively. Intangible asset amortization expense is estimated to be $19,104 during the year ending December 31, 2025.

Intangible assets as of September 30, 2025 consisted of the following:

	*Gross Carrying*		*Accumulated*			*Net Book*
	*Value*		*Amortization*			*Value*
Developed technology	$	184,100	$	(179,498	)	$	4,602
Customer relationships		1,300		(1,267	)		33
Non-compete agreements		5,640		(5,499	)		141
Total	$	191,040	$	(186,264	)	$	4,776

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ImmuCell Corporation

Notes to Unaudited Financial Statements (continued)

Intangible assets as of December 31, 2024 consisted of the following:

	Gross Carrying		Accumulated			Net Book
	Value		Amortization			Value
Developed technology	$	184,100	$	(165,690	)	$	18,410
Customer relationships		1,300		(1,170	)		130
Non-compete agreements		5,640		(5,076	)		564
Total	$	191,040	$	(171,936	)	$	19,104

8. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following:

	*As of*		*As of*
	*September 30, 2025*		*December 31, 2024*
Accounts payable – trade	$	949,654	$	934,883
Accounts payable – capital		22,490		8,754
Accrued payroll		977,466		1,195,703
Accrued professional fees		105,294		102,815
Accrued other		264,832		234,552
Income tax payable		3,874		5,815
Total	$	2,323,610	$	2,482,522

9. BANK DEBT

Loans #1 and #2: During the first quarter of 2020, 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 the first quarter of 2030) 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 the 2020 debt refinancing were used to repay all bank debt outstanding at the time of closing and to provide some additional working capital. During the first quarter of 2022, 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 $3,687,726 and extended the due date of the balloon payment from the first quarter of 2030 to the first quarter of 2032.

Line of Credit (LOC): During the first quarter of 2020, MCB extended a $1,000,000 LOC to us, which was extended during the third quarter of 2025, such that it is available, as needed, through September 11, 2026. Interest on borrowings against the LOC is variable at the National Prime Rate per annum. There was no outstanding balance under this LOC as of September 30, 2025 or December 31, 2024.

Loan #3: During the second quarter of 2020, we received a loan from the Maine Technology Institute (MTI) in the aggregate principal amount of $500,000. The first 2.25 years of this loan were interest-free with no interest accrual or required principal payments. Beginning during the fourth quarter of 2022, 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 the third quarter of 2027 if not repaid before then.

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ImmuCell Corporation

Notes to Unaudited Financial Statements (continued)

Loan #4: During the fourth quarter of 2020, 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 a second loan from the MTI in the aggregate principal amount of $400,000, proceeds from which were received in July of 2021. The first two years of this loan were interest-free with no 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 the third quarter of 2023 and continuing through the fourth quarter of 2028 if not repaid before then.

Loan #6: During the third quarter of 2023, 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 the third quarter of 2026. This loan was refinanced during the third quarter of 2025 utilizing the proceeds from Loan #8 discussed below.

Loan #7: Also during the third quarter of 2023, 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 the third quarter of 2026. This loan was refinanced during the third quarter of 2025 utilizing the proceeds from Loan #8 discussed below.

Loan #8: During the third quarter of 2025, we refinanced some of our bank debt. The principal amount of approximately $1,525,852 outstanding as of the closing date under Loan #6 and the principal amount of approximately $768,209 outstanding as of the closing date under Loan #7 were both refinanced into one MCB loan with a principal amount of $2,327,119 bearing interest at a fixed rate of 6.5% per annum. This interest rate is reduced from 7% on Loan #6 and from 8% on Loan #7. This refinancing removes the balloon principal payments that were due in July of 2026 under both Loans #6 and #7. Principal and interest payments under the new loan of $45,637 per month are due over a five-year term ending during the third quarter of 2030.

Loans #1, #2, #4 and #8 are secured by liens on substantially all of our assets and are subject to certain restrictions and financial covenants. Reflecting our poor financial performance during 2023 and into the first nine months of 2024, the debt service covenant (DSC) requirements for the twelve-month periods ended December 31, 2023, June 30, 2024, September 30, 2024 and December 31, 2024 were waived pre-emptively by our lenders. We are required to meet a minimum DSC ratio of 1.35 for the year ending December 31, 2025 and annually thereafter. In connection with our credit facilities, we incurred aggregated debt issuance and debt discount costs of $97,522 and $173,305 as of September 30, 2025 and December 31, 2024, respectively. The amortization of these debt issuance and debt discount costs is being recorded as a component of interest expense, included in other expenses, net, on the statements of operations, and is being amortized on a straight-line basis over the underlying terms of the notes. 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.

Debt proceeds received and principal repayments made (excluding our $1,000,000 line of credit) are reflected by loan during the periods as described in the tables below:

	*During the Three-Month*				*During the Three-Month*
	*Period Ended September 30, 2025*				*Period Ended September 30, 2024*
	*Proceeds from*		*Debt Principal*		*Proceeds from*		*Debt Principal*
	*Debt Issuance*		*Repayments*		*Debt Issuance*		*Repayments*
Loan #1	$	—	$	59,798	$	—	$	57,671
Loan #2		—		133,203		—		128,534
Loan #3		—		25,405		—		24,173
Loan #4		—		55,453		—		53,505
Loan #5		—		17,571		—		16,719
Loan #6		—		1,547,119		—		59,191
Loan #7		—		779,015		—		28,456
Loan #8		2,327,119		32,611		—		—
Total	$	2,327,119	$	2,650,175	$	—	$	368,249

Table of Contents

ImmuCell Corporation

Notes to Unaudited Financial Statements (continued)

	*During the Nine-Month*				*During the Nine-Month*
	*Period Ended September 30, 2025*				*Period Ended September 30, 2024*
	*Proceeds from*		*Debt Principal*		*Proceeds from*		*Debt Principal*
	*Debt Issuance*		*Repayments*		*Debt Issuance*		*Repayments*
Loan #1	$	—	$	178,865	$	—	$	172,017
Loan #2		—		396,276		—		382,324
Loan #3		—		75,278		—		71,629
Loan #4		—		165,007		—		159,171
Loan #5		—		52,066		—		49,542
Loan #6		—		1,671,553		—		174,804
Loan #7		—		840,062		—		84,619
Loan #8		2,327,119		32,612		—		—
Total	$	2,327,119	$	3,411,719	$	—	$	1,094,106

	*During the Year*				*During the Year*
	*Ended December 31, 2024*				*Ended December 31, 2023*
	*Proceeds from*		*Debt Principal*		*Proceeds from*		*Debt Principal*
	*Debt Issuance*		*Repayments*		*Debt Issuance*		*Repayments*
Loan #1	$	—	$	230,763	$	—	$	223,222
Loan #2		—		512,139		—		494,455
Loan #3		—		96,104		—		91,446
Loan #4		—		213,227		—		205,884
Loan #5		—		66,470		—		32,017
Loan #6		—		235,393		2,000,000		93,054
Loan #7		—		114,242		1,000,000		45,696
Total	$	—	$	1,468,338	$	3,000,000	$	1,185,774

Principal payments (net of debt issuance and debt discount costs) due under bank loans outstanding as of September 30, 2025 (excluding our $1,000,000 line of credit) are reflected in the following table by the year that payments are due:

	*During the Three-Month*
	*Period Ending*
	*December 31,*			*During the Years Ending December 31,*
	*2025*			*2026*			*2027*			*2028*			*2029*			*Thereafter*			*Total*
Loan #1	$	60,892		$	248,604		$	257,649		$	266,537		$	276,720		$	4,321,874		$	5,432,276
Loan #2		134,469			549,881			140,415			—			—			—			824,765
Loan #3		25,723			106,146			83,143			—			—			—			215,012
Loan #4		55,996			228,965			240,433			—			—			—			525,394
Loan #5		17,791			73,415			77,155			81,086			—			—			249,447
Loan #8		99,755			415,423			443,642			473,540			505,947			356,200			2,294,507
Subtotal		394,626			1,622,434			1,242,437			821,163			782,667			4,678,074			9,541,401
Debt issuance cost		(2,492	)		(9,585	)		(6,969	)		(5,063	)		(5,062	)		(8,763	)		(37,934	)
Debt discount cost		(666	)		(2,664	)		(2,664	)		(2,663	)		(2,663	)		(1,597	)		(12,917	)
Total	$	391,468		$	1,610,185		$	1,232,804		$	813,437		$	774,942		$	4,667,714		$	9,490,550

Table of Contents

ImmuCell Corporation

Notes to Unaudited Financial Statements (continued)

10. CONTINGENT LIABILITIES AND COMMITMENTS

Our bylaws, as amended, in effect provide that the Company will indemnify its 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 through a separate indemnification agreement with that director. The maximum payment that we may be required to make under such provisions is theoretically unlimited and is impossible to determine. We maintain directors’ and officers’ liability insurance, which may provide reimbursement to the Company 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 Topic 460, Guarantees. Accordingly, we have recorded no liability for such obligations as of September 30, 2025 or December 31, 2024. Since our incorporation, we have had no 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 of no such claims against us as of the time of this filing on November 13, 2025. We believe that we have reasonable levels of liability insurance to support our operations.

We enter into agreements with third parties in the ordinary course of business under which we are obligated to indemnify such third parties from and against various risks and losses. The precise terms of such indemnities vary with the nature of the agreement. In many cases, we limit the maximum amount of our indemnification obligations, but in some cases those obligations may be theoretically unlimited. We have not 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 recorded no liabilities for such obligations as of September 30, 2025 or December 31, 2024.

We plan to purchase certain key parts (syringes) and services (formulation, aseptic filling and final packaging) pertaining to Re-Tain^® Drug Product (DP), our Nisin-based intramammary treatment of subclinical mastitis in lactating dairy cows, exclusively from contractors. The contract for formulation, aseptic filling and final packaging of DP terminated on November 30, 2024. This contract was extended through March of 2026 for the purpose of final packaging of existing DP inventory, but this contract extension does not anticipate the production of new DP inventory. During 2019, we initiated an investment in the necessary equipment to perform the DP formulation and aseptic filling services in-house, but this investment is paused at the present time.

Effective March 28, 2022, we entered into an Amended and Restated Separation and Deferred Compensation Agreement (the “Deferred Compensation Agreement”) with Mr. Brigham (our then current CEO) that superseded and replaced in its entirety a March of 2020 severance agreement between the Company and Mr. Brigham. Upon separation from the Company for any reason, Mr. Brigham’s Deferred Compensation Agreement allows Mr. Brigham to be paid, among other amounts, all earned and unused paid time off. Accordingly, an expense of $222,379 for earned and unpaid sick time was accrued during the first quarter of 2022 and a related accrual of $239,369 and $230,162 was included in accounts payable and accrued expenses as of September 30, 2025 and December 31, 2024, respectively. Additionally, Mr. Brigham was paid $300,000 in deferred compensation during the first quarter of 2025 (which was accrued over the three-year period ending in December of 2024). This deferred compensation payment vested as to $300,000, $200,000 and $100,000 on January 1, 2025, 2024 and 2023, respectively. Deferred compensation of $0 and $300,000 was included in accounts payable and accrued expenses on the accompanying balance sheets as of September 30, 2025 and December 31, 2024, respectively. In addition, upon termination of Mr. Brigham’s employment (a) by the Company other than for cause, (b) due to death or disability or (c) by Mr. Brigham for good reason, in each case as described and defined in the Deferred Compensation Agreement, the Company agrees to pay Mr. Brigham 100% of his then current annual base salary and a lump sum payment equal to the employer portion of the costs of continued health benefits for Mr. Brigham and his covered dependents for a twelve-month period following termination, and certain equity incentive awards granted to Mr. Brigham would continue to vest following such termination in accordance with the terms of the Deferred Compensation Agreement.

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 starting November 1, 2025) 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 set in advance by the Company’s Board of Directors or its Compensation and Stock Option Committee. The targets for 2026 are anticipated to be negotiated between Mr. te Boekhorst and the Compensation and Stock Option Committee in the first quarter of 2026 after financial results for the 2025 fiscal year are available. Subsequent to September 30, 2025, he also received a one-time $100,000 signing bonus upon commencement of employment (subject to repayment by him in certain events involving cessation of employment within one year of commencement). As an inducement to employment, the Compensation and Stock Option Committee awarded him stock options, in two installments, to purchase 150,260 shares of the Company’s common stock, of which 75,983 were granted as of September 30, 2025 and 74,277 were granted on November 7, 2025. Neither grant of stock options is immediately exercisable but instead will vest on the basis of continued employment, in three equal annual increments starting on the first anniversary of their respective grant dates (except that upon a change in control, as defined, all then outstanding unvested equity awards, including these awards, will immediately vest in full). Both option issuances have a 10-year term. In the event the Company terminates Mr. te Boekhorst’s employment without cause or he terminates his employment for good reason (each as defined), he will become eligible for severance compensation consisting of one year’s base annual salary, up to 12 months of COBRA cost reimbursement, up to 12 months of accelerated vesting of his outstanding stock options, and an extended period (24 months) within which to exercise his vested stock options.

Table of Contents

ImmuCell Corporation

Notes to Unaudited Financial Statements (continued)

Incentive compensation agreements may be entered into with Mr. te Boekhorst (our President and Chief Executive Officer), Mr. Brigham, Ms. Brockmann (our Vice President of Sales and Marketing) and Mr. Fiori (our Chief Financial Officer), which, at times, allow these executives to earn incentive compensation if certain operational and financial objectives are met during the year to which the agreement relates, as specified in their agreements. Amounts related to these incentive compensation agreements are accrued over the period they are earned (when it is probable that the amounts will be earned) based on our best estimate of the amounts expected to be earned.

In addition to the commitments discussed above, we had committed $65,000 for the First Defense^® product line, $1,318,000 to the purchase of inventory, $258,000 to information technology services and $614,000 for other obligations as of September 30, 2025.

11. OPERATING LEASES

On September 12, 2019, we entered into a lease covering approximately 14,300 square feet of office and warehouse space with a possession date of November 15, 2019 and a commencement date of February 13, 2020. The property is located at 175 Industrial Way in Portland (Building 175A), which is a short distance from our headquarters and manufacturing facility at 56 Evergreen Drive (Building 56). We renovated this space to meet our needs in expanding our production capacity for the First Defense^® product line. The original lease term was ten years with a right to renew for a second 10-year term and a right of first offer to purchase. At the time we entered into this lease, we were not reasonably assured that we would exercise this renewal option in place of other real estate options. For that reason, a 10-year period was reflected in the right-of-use (ROU) asset and lease liability on our balance sheet. During the third quarter of 2022, we committed to lease an additional 15,400 square feet of space at 175 Industrial Way (Building 175B), which is connected to the original space, over a 20-year term. The ROU asset and lease liability for the committed space at Building 175B was recorded as of April 1, 2023 after construction of the building shell was completed in accordance with the lease agreement. Monthly lease payments commenced as of August 1, 2023. In connection with the lease commitment for space at Building 175B, the term of the original lease for Building 175A was extended by approximately 13 years. On November 14, 2023, June 11, 2024 and September 20, 2024, we amended this lease further to provide for certain tenant improvements on the leased premises to be paid for by our landlord. These improvements provided heat to an unfinished space, provided additional warehouse space and created a new primary shipping and receiving facility. As a result of these three amendments and in consideration for the landlord agreeing to pay for the cost of those certain tenant improvements, we agreed to make additional rent payments of $20,000 per month from November of 2023 through June of 2025 and a one-time additional rent payment of $248,743 in July of 2025. Because of these modifications to the lease payments, the ROU asset and lease liability associated with the space at Building 175B were remeasured as of the modification dates. Our leases include variable non-lease components. Such payments primarily include common area maintenance charges. As of September 30, 2025, the balance of the operating lease ROU asset was $4,419,527 and the operating lease liability was $4,115,122. As of December 31, 2024, the balance of the operating lease ROU asset was $4,560,679 and the operating lease liability was $4,561,174. The calculated amount of the ROU asset and lease liability is impacted by the length of the lease term and the discount rate used for the present value of the minimum lease payments. We elected not to separate lease and non-lease components for all classes of underlying assets, and instead to account for them as a single lease component. Variable lease cost primarily represents variable payments such as real estate taxes and common area maintenance. The following tables describe our lease costs and other lease information:

	*During the Three-Month*						*During the Nine-Month*
	*Periods Ended September 30,*						*Periods Ended September 30,*
	*2025*			*2024*			*2025*			*2024*
Lease Cost
Operating lease cost	$	106,055		$	106,880		$	319,598		$	320,639
Variable lease cost		18,546			21,486			58,301			50,638
Total lease cost	$	124,601		$	128,366		$	377,899		$	371,277

Operating Lease
Cash paid for operating lease liabilities	$	334,744		$	144,315		$	603,374		$	432,945
Weighted average remaining lease term (in years)		17.3			18.3			17.3			18.3
Weighted average discount rate		6.6	%		6.6	%		6.6	%		6.6	%

Table of Contents

ImmuCell Corporation

Notes to Unaudited Financial Statements (continued)

Future lease payments required under non-cancelable operating leases in effect as of September 30, 2025 were as follows:

	*Amount*
During the Three-Month Period Ending December 31, 2025	$	86,001
During the Years Ending December 31,
2026		346,874
2027		353,812
2028		360,885
2029		368,397
Thereafter		5,532,789
Total lease payments (undiscounted cash flows)		7,048,758
Less: imputed interest (discount effect of cash flows)		(2,933,636	)
Total operating liabilities	$	4,115,122

12. STOCKHOLDERS’ EQUITY

Common Stock Issuances

From February of 2016 to April of 2021, we sold the aggregate of 4,553,017 shares of common stock in six different transactions raising gross proceeds of $26,714,403 at the weighted average price of $5.87 per share. These funds have been essential to funding our business growth plans.

On April 9, 2024, our shelf registration on Form S-3 relating to the offer, issuance and sale by the Company of up to $20,000,000 of securities was declared effective by the Securities and Exchange Commission (SEC). Also on April 9, 2024, we entered into an At-The-Market (ATM) Agreement with Craig-Hallum Capital Group LLC, pursuant to which we may offer and sell up to $11,000,000 of shares of our common stock. Net proceeds through December 31, 2024 from 1,228,227 shares sold pursuant to the ATM Agreement (net of the upfront legal, accounting and other fees), less sales commissions of $139,562, were $4,356,188. Net proceeds during the nine-month period ended September 30, 2025 from 63,230 shares sold pursuant to the ATM Agreement (net of legal, accounting and other fees), less sales commissions of $10,489, were $281,446.

Stock Option Plans

In June of 2010, our stockholders approved the 2010 Stock Option and Incentive Plan (the “2010 Plan”), under which employees and certain service providers could be granted options to purchase shares of the Company’s common stock at no less than fair market value on the date of grant. At that time, 300,000 shares of common stock were reserved for issuance under the 2010 Plan. Awards of stock options were determined by the Compensation and Stock Option Committee of the Board of Directors on a case-by-case basis. All options granted under the 2010 Plan expire no later than 10 years from the date of grant. The 2010 Plan expired in March of 2020, after which date no further options could be granted under the 2010 Plan. However, options outstanding under the 2010 Plan at that time can be exercised in accordance with their terms. As of September 30, 2025 and December 31, 2024, there were 145,500 and 183,500 options, respectively, outstanding under the 2010 Plan.

In June of 2017, our stockholders approved the 2017 Stock Option and Incentive Plan (the “2017 Plan”), under which employees and certain service providers may be granted options to purchase shares of the Company’s common stock at no less than fair market value on the date of grant. At that time, 300,000 shares of common stock were reserved for issuance under the 2017 Plan. In June of 2022, the stockholders approved an amendment to the 2017 Plan increasing the number of shares reserved for issuance under the 2017 Plan from 300,000 shares to 650,000 shares. This increase was approved by a vote of stockholders at the Annual Meeting of Stockholders in June of 2022. Awards of stock options are determined by the Compensation and Stock Option Committee on a case-by-case basis. All options granted under the 2017 Plan expire no later than 10 years from the date of grant. The 2017 Plan expires in March of 2027, after which date no further options can be granted under the 2017 Plan. As of September 30, 2025 and December 31, 2024, there were 517,000 and 480,500 options, respectively, outstanding under the 2017 Plan, and at September 30, 2025 100,000 shares remained available for future stock option grants under the 2017 Plan.

Subsequent Developments

The Board of Directors, on November 7, 2025, adopted a new 2025 Stock Option and Incentive Plan (the “2025 Plan”), under which employees, directors and other service providers may be granted options to purchase shares of the Company’s common stock at no less than fair market value on the date of grant. At that time, 500,000 shares of common stock were reserved for issuance under the 2025 Plan. The Board intends to submit the 2025 Plan to stockholders for approval at the 2026 Annual Meeting of Stockholders. If for any reason the 2025 Plan is not approved by vote of the Company’s stockholders within 12 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 September 2025, the Board of Directors authorized the award of stock options, in two separate installments, to Mr. te Boekhorst as a material inducement to accept employment by the Company as President and Chief Executive Officer. The first installment was granted to him by the Compensation and Stock Option Committee on September 16, 2025 (concurrent with his signing an offer letter setting out preliminary terms of employment). That award was in the form of non-qualified stock options for 75,983 shares of the Company’s common stock, with an exercise price of $5.90 per share. The second award is a mix of incentive stock options and non-qualified options granted by the Compensation and Stock Option Committee on November 7, 2025 under the 2025 Stock Option Plan, and was for 74,277 shares of common stock at an exercise price of $6.10 per share. These two awards met the conditions of an inducement award under Nasdaq Listing Rule 5635(c) and thus are exempt from the stockholder approval requirements under that Rule.

Table of Contents

ImmuCell Corporation

Notes to Unaudited Financial Statements (continued)

Activity under the stock option plans described above was as follows:

							Non-qualified		Weighted Average		Aggregate
	2010 Plan			2017 Plan			Stock Options		Exercise Price		Intrinsic Value⁽¹⁾
Outstanding as of December 31, 2023		188,500			430,000			—	$	6.82	$	(1,071,121	)
Grants		—			86,000			—	$	3.91
Terminations/forfeitures⁽²⁾		(5,000	)		(35,500	)		—	$	6.55
Exercises		—			—			—	$	—
Outstanding as of December 31, 2024		183,500			480,500			—	$	6.46	$	(870,558	)
Grants		—			132,000			75,983	$	5.67
Terminations/forfeitures⁽²⁾		(38,000	)		(80,500	)		—	$	6.72
Exercises		—			(15,000	)		—	$	4.81
Outstanding as of September 30, 2025		145,500			517,000			75,983	$	6.23	$	14,200
Vested as of September 30, 2025		145,500			176,000			—	$	7.39	$	(365,817	)
Vested and expected to vest as of September 30, 2025		145,500			517,000			75,983	$	6.23	$	14,200
Reserved for future grants		—			100,000			—

⁽¹⁾	Intrinsic value is the difference between the fair market value of the underlying common stock as of the date indicated and as of the date of the option grant (which is equal to the option exercise price).

⁽²⁾	Terminations and forfeitures are recognized when they occur.

The following table displays additional information about the stock option plans described above:

			*Weighted Average*
			*Fair Value at*		*Weighted Average*
	*Number of Shares*		*Grant Date*		*Exercise Price*
Non-vested stock options outstanding as of September 30, 2025		416,983	$	2.76	$	5.34
Non-vested stock options outstanding as of December 31, 2024		344,000	$	3.12	$	6.25
Stock options granted during the nine-month period ended September 30, 2025		207,983	$	3.02	$	5.67
Stock options that vested during the nine-month period ended September 30, 2025		107,000	$	4.36	$	8.07
Stock options that were terminated or forfeited during the nine-month period ended September 30, 2025		118,500	$	3.68	$	6.72

Table of Contents

ImmuCell Corporation

Notes to Unaudited Financial Statements (continued)

During the three-month period ended September 30, 2025, no stock options were exercised. During the nine-month period ended September 30, 2025, one director exercised stock options covering 15,000 shares by the surrender of 11,470 shares of common stock with a fair market value of $72,146 at the time of exercise and the payment of $3.70 in cash. The aggregate intrinsic value of options exercised during the nine-month period ended September 30, 2025, and the year ended December 31, 2024, approximated $22,200 and $0, respectively. No stock options were exercised during the three-month and nine-month periods ended September 30, 2024. The weighted average remaining life of the options outstanding as of September 30, 2025 was approximately 5 years and 5 months. The weighted average remaining life of the options exercisable under these plans as of September 30, 2025 was approximately 3 years and 5 months. The exercise price of the options outstanding under these plans as of September 30, 2025, ranged from $3.60 to $10.04 per share. The weighted-average grant date fair values of options granted during the nine-month periods ended September 30, 2025 and 2024 were $3.02 and $1.72 per share, respectively. As of September 30, 2025, total unrecognized stock-based compensation related to non-vested stock options aggregated $717,859 which will be recognized over a weighted average remaining period of approximately 1 year and 10 months. The fair value of each stock option grant has been estimated on the date of grant using the Black-Scholes option pricing model, for the purpose discussed in Note 2(n), with the following weighted-average assumptions:

	*During the Three-Month*						*During the Nine-Month*
	*Periods Ended September 30,*						*Periods Ended September 30,*
	*2025*			*2024*			*2025*			*2024*
Risk-free interest rate⁽¹⁾		3.70	%		3.48	%		3.82	%		3.70	%
Dividend yield⁽²⁾		0	%		0	%		0	%		0	%
Expected volatility⁽²⁾		55	%		52	%		53	%		51	%
Expected life in years⁽³⁾		6.1			4.1			5.7			4.3

⁽¹⁾	The risk-free interest rate is based on U.S. Treasury yields for a maturity approximating the expected option term.

⁽²⁾	The dividend yield and expected volatility are derived from averages of our historical data.

⁽³⁾	The expected life is calculated utilizing the simplified method, which uses the mid-point between the weighted average vesting period and the contractual term as the expected life.

Common Stock Rights Plan

In September of 1995, our Board of Directors adopted a Common Stock Rights Plan (the “Rights Plan”) and declared a dividend of one common share purchase right (a “Right”) for each of the then outstanding shares of the common stock of the Company. Each Right entitled the registered holder to purchase from the Company one share of common stock at an initial purchase price of $70.00 per share, subject to adjustment. The description and terms of the Rights were set forth in a Rights Agreement between the Company and Equiniti Trust Company, LLC, as Rights Agent. At various times over the years, our Board of Directors, which has the authority to amend the Rights Plan, voted to authorize amendments to the Rights Plan to extend the expiration date of the Rights Plan. During 2024, our Board of Directors determined not to further extend the Rights Plan because these plans are generally considered not to be stockholder friendly. With no further extension, the Rights Plan expired as of September 19, 2024. No shares were issued under the Rights Plan while it was in effect.

13. REVENUE

We primarily offer the First Defense^® product line to dairy and beef producers to prevent scours in newborn calves. This line offers two distinct platforms: veterinary biologics providing scours protection against E. coli, coronavirus, and rotavirus and 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. Our primary market is North America. We do sell into select international regions and may expand this international reach in the future. There were no material changes between the allocation and timing of revenue recognition during the three-month or nine-month periods ended September 30, 2025 or 2024. We do not have any contract assets for which we have satisfied the performance obligations, but do not yet have the right to bill for, or contract liabilities such as customer advances. All trade receivables on our balance sheets are from contracts with customers. We incur no material costs to obtain contracts.

Table of Contents

ImmuCell Corporation

Notes to Unaudited Financial Statements (continued)

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

	During the Three-Month										During the Nine-Month
	Periods Ended September 30,										Periods Ended September 30,
	2025		%			2024		%			2025		%			2024		%
United States	$	5,336,009		97	%	$	5,216,401		87	%	$	17,385,460		87	%	$	16,449,178		88	%
Other		170,113		3	%		795,172		13	%		2,632,715		13	%		2,292,862		12	%
Total Product Sales	$	5,506,122		100	%	$	6,011,573		100	%	$	20,018,175		100	%	$	18,742,040		100	%

The following table presents our product sales disaggregated by major product category:

	During the Three-Month										During the Nine-Month
	Periods Ended September 30,										Periods Ended September 30,
	2025		%			2024		%			2025		%			2024		%
First Defense^® product line	$	5,444,619		99	%	$	5,951,344		99	%	$	19,871,621		99	%	$	18,602,053		99	%
Other animal health		61,503		1	%		60,229		1	%		146,554		1	%		139,987		1	%
Total Product Sales	$	5,506,122		100	%	$	6,011,573		100	%	$	20,018,175		100	%	$	18,742,040		100	%

14. OTHER (EXPENSES) INCOME, NET

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

	*During the Three-Month*						*During the Nine-Month*
	*Periods Ended September 30,*						*Periods Ended September 30,*
	*2025*			*2024*			*2025*			*2024*
Interest expense⁽¹⁾	$	(134,516	)	$	(144,141	)	$	(387,239	)	$	(432,529	)
Loss on disposal of property, plant and equipment		(62,319	)		—			(60,056	)		(14,557	)
Interest income		41,468			18,685			127,050			41,476
Insurance recoveries⁽²⁾		—			—			426,587			—
Other income		—			—			3,776			—
Other (expenses) income, net	$	(155,367	)	$	(125,456	)	$	110,118		$	(405,610	)

⁽¹⁾

Interest expense includes amortization and write-off of debt issuance and debt discount costs of $29,578 and $10,805 during the three-month periods ended September 30, 2025 and 2024, respectively, and $51,191 and $31,859 during the nine-month periods ended September 30, 2025 and 2024, respectively.

⁽²⁾

The income from insurance recoveries resulted from claim benefits paid to us during the first quarter of 2025 under our business interruption policy related to product contamination losses incurred during late 2022 and through early 2024. This recovery does not include the $250,000 received on this claim during the third quarter of 2023.

15. INCOME TAXES

Our income tax expense aggregated $4,456 and $1,340 (amounting to 3% and less than 1% of our loss before income taxes) during the three-month periods ended September 30, 2025 and 2024, respectively, and $8,264 and $4,020 (amounting to less than 1% of our income (loss) before income taxes) during the nine-month periods ended September 30, 2025 and 2024, respectively. As of December 31, 2024, we had federal net operating loss carryforwards of $17,660,934 of which $16,055,226 do not expire and of which $1,605,708 expire in 2037 (if not utilized before then) and state net operating loss carryforwards of $7,764,377 of which $7,513,712 do not expire and of which $250,665 expire in 2037 (if not utilized before then). Additionally, we had federal general business tax credit carryforwards of $856,303 that expire in 2027 through 2044 (if not utilized before then) and state tax credit carryforwards of $952,145 that expire in 2025 through 2039 (if not utilized before then).

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ImmuCell Corporation

Notes to Unaudited Financial Statements (continued)

The provision for income taxes is determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the estimated future tax effects of temporary differences between book and tax treatment of assets and liabilities and carryforwards to the extent they are realizable. During the second quarter of 2018, 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 for six consecutive quarters, had not been profitable on a year-to-date basis since the nine-month period ended September 30, 2017 and 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 deferred tax assets to zero.

Net operating loss carryforwards, credits, and other tax attributes are subject to review and possible adjustment by the Internal Revenue Service. Section 382 of the Internal Revenue Code contains provisions that could place annual limitations on the future utilization of net operating loss carryforwards and credits in the event of a change in ownership of the Company, as defined.

We file income tax returns in the U.S. federal jurisdiction and several state jurisdictions. We currently have no tax examinations in progress. We also have not paid additional taxes, interest or penalties as a result of tax examinations nor do we have any unrecognized tax benefits for any of the periods in the accompanying unaudited financial statements.

16. 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 Note 1. Pursuant to Codification Topic 280, Segment Reporting, we operate in the following two reportable business segments: i) Scours and ii) Mastitis. The Scours segment consists of the First Defense^® product line. The core technology underlying the Scours segment is focused on polyclonal antibodies derived from hyperimmunized bovine colostrum. The Mastitis segment includes our products, CMT and Re-Tain^®. Re-Tain^®is projected to be the driver of this segment upon approval for sale. The core technology underlying the Mastitis segment is focused on a bacteriocin called Nisin. The category we define as “Other” includes unallocated administrative and overhead expenses and other products. The significant accounting policies of these segments are described in Note 2. Product sales are the primary factor we use in determining our reportable segments. Management monitors and evaluates segment performance from sales to net operating income (loss) closely. We are not organized by geographic region. No segments have been aggregated. The revenues and expenses allocated to each segment are in some cases direct and in other cases involve reasonable and consistent estimations by management. Each operating segment is defined as the component of our business for which financial information is available and evaluated regularly by our chief operating decision-maker in deciding how to allocate resources and in assessing performance. Our chief operating decision-maker is our President and CEO.

	*During the Three-Month*
	*Period Ended September 30, 2025*
	*Scours*		*Mastitis*			*Other*			*Total*
Product sales	$	5,444,619	$	61,503		$	—		$	5,506,122
Costs of goods sold		3,100,872		42,152			—			3,143,024
Gross margin		2,343,747		19,351			—			2,363,098

Sales and marketing expenses		837,141		82,150			—			919,291
Product development expenses		88,894		575,642			29,775			694,311
Administrative expenses		—		—			729,421			729,421
Operating expenses		926,035		657,792			759,196			2,343,023

NET OPERATING INCOME (LOSS)	$	1,417,712	$	(638,441	)	$	(759,196	)	$	20,075

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ImmuCell Corporation

Notes to Unaudited Financial Statements (continued)

	*During the Three-Month*
	*Period Ended September 30, 2024*
	*Scours*		*Mastitis*			*Other*			*Total*
Product sales	$	5,951,344	$	60,229		$	—		$	6,011,573
Costs of goods sold		4,364,950		63,069			—			4,428,019
Gross margin		1,586,394		(2,840	)		—			1,583,554

Sales and marketing expenses		699,584		144,461			—			844,045
Product development expenses		59,140		690,052			36,944			786,136
Administrative expenses		—		—			528,267			528,267
Operating expenses		758,724		834,513			565,211			2,158,448

NET OPERATING INCOME (LOSS)	$	827,670	$	(837,353	)	$	(565,211	)	$	(574,894	)

	*Scours*		*Mastitis*		*Other*		*Total*
Total Assets as of September 30, 2025	$	26,039,474	$	15,610,993	$	4,079,656	$	45,730,123
Total Assets as of September 30, 2024	$	23,672,583	$	16,798,955	$	3,977,335	$	44,448,873
Depreciation and amortization expense during the three-month period ended September 30, 2025	$	377,484	$	313,719	$	17,464	$	708,667
Depreciation and amortization expense during the three-month period ended September 30, 2024	$	346,430	$	319,815	$	19,682	$	685,927
Capital Expenditures during the three-month period ended September 30, 2025	$	582,304	$	11,020	$	600	$	593,924
Capital Expenditures during the three-month period ended September 30, 2024	$	87,286	$	1,126	$	—	$	88,412

	*During the Nine-Month*
	*Period Ended September 30, 2025*
	*Scours*		*Mastitis*			*Other*			*Total*
Product sales	$	19,871,621	$	146,554		$	—		$	20,018,175
Costs of goods sold		11,365,307		117,874			—			11,483,181
Gross margin		8,506,314		28,680			—			8,534,994

Sales and marketing expenses		2,259,124		212,911			—			2,472,035
Product development expenses		275,390		1,915,299			92,327			2,283,016
Administrative expenses		—		—			2,072,682			2,072,682
Operating expenses		2,534,514		2,128,210			2,165,009			6,827,733

NET OPERATING INCOME (LOSS)	$	5,971,800	$	(2,099,530	)	$	(2,165,009	)	$	1,707,261

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ImmuCell Corporation

Notes to Unaudited Financial Statements (continued)

	*During the Nine-Month*
	*Period Ended September 30, 2024*
	*Scours*		*Mastitis*			*Other*			*Total*
Product sales	$	18,602,054	$	139,986		$	—		$	18,742,040
Costs of goods sold		13,487,348		145,294			—			13,632,642
Gross margin		5,114,706		(5,308	)		—			5,109,398

Sales and marketing expenses		2,224,836		405,089			—			2,629,925
Product development expenses		154,233		2,821,525			103,431			3,079,189
Administrative expenses		—		—			1,661,838			1,661,838
Operating expenses		2,379,069		3,226,614			1,765,269			7,370,952

NET OPERATING INCOME (LOSS)	$	2,735,637	$	(3,231,922	)	$	(1,765,269	)	$	(2,261,554	)

	*Scours*		*Mastitis*		*Other*		*Total*
Total Assets as of September 30, 2025	$	26,039,474	$	15,610,993	$	4,079,656	$	45,730,123
Total Assets as of September 30, 2024	$	23,672,583	$	16,798,955	$	3,977,335	$	44,448,873
Depreciation and amortization expense during the nine-month period ended September 30, 2025	$	1,075,518	$	942,553	$	56,406	$	2,074,477
Depreciation and amortization expense during the nine-month period ended September 30, 2024	$	1,027,711	$	958,260	$	59,221	$	2,045,192
Capital Expenditures during the nine-month period ended September 30, 2025	$	1,056,490	$	18,772	$	2,871	$	1,078,133
Capital Expenditures during the nine-month period ended September 30, 2024	$	220,098	$	49,411	$	—	$	269,509

	*During the Year Ended*
	*December 31, 2024*
	*Scours*		*Mastitis*			*Other*			*Total*
Product sales	$	26,314,251	$	178,918		$	—		$	26,493,169
Costs of goods sold		18,382,949		169,176			—			18,552,125
Gross margin		7,931,302		9,742			—			7,941,044

Product development expenses		243,578		3,493,298			161,706			3,898,582
Sales and marketing expenses		2,909,799		556,273			—			3,466,072
Administrative expenses		—		—			2,216,549			2,216,549
Operating expenses		3,153,377		4,049,571			2,378,255			9,581,203

NET OPERATING INCOME (LOSS)	$	4,777,925	$	(4,039,829	)	$	(2,378,255	)	$	(1,640,159	)

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ImmuCell Corporation

Notes to Unaudited Financial Statements (continued)

	*During the Year Ended*
	*December 31, 2023*
	*Scours*		*Mastitis*			*Other*			*Total*
Product sales	$	17,293,933	$	177,736		$	—		$	17,471,669
Costs of goods sold		13,453,514		148,871			—			13,602,385
Gross margin		3,840,419		28,865			—			3,869,284

Product development expenses		11,103		4,242,329			141,420			4,394,852
Sales and marketing expenses		2,447,137		641,078			—			3,088,215
Administrative expenses		—		—			2,134,295			2,134,295
Operating expenses		2,458,240		4,883,407			2,275,715			9,617,362

NET OPERATING INCOME (LOSS)	$	1,382,179	$	(4,854,542	)	$	(2,275,715	)	$	(5,748,078	)

	*Scours*		*Mastitis*		*Other*		*Total*
Total Assets as of December 31, 2024	$	24,644,294	$	16,523,048	$	3,933,135	$	45,100,477
Total Assets as of December 31, 2023	$	24,735,413	$	17,827,839	$	1,244,850	$	43,808,102
Depreciation and amortization expense during the year ended December 31, 2024	$	1,373,815	$	1,277,218	$	78,814	$	2,729,847
Depreciation and amortization expense during the year ended December 31, 2023	$	1,365,988	$	1,287,600	$	86,032	$	2,739,620
Capital Expenditures during the year ended December 31, 2024	$	409,696	$	53,721	$	2,308	$	465,725
Capital Expenditures during the year ended December 31, 2023	$	1,096,819	$	795,694	$	—	$	1,892,513

17. 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 $212,666 and $119,455 of products from us during the three-month periods ended September 30, 2025 and 2024, respectively, and $674,669 and $390,322 of products from us during the nine-month periods ended September 30, 2025 and 2024, 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 $22,387 and $52,097 as of September 30, 2025 and December 31, 2024, respectively.

18. EMPLOYEE BENEFITS

We have a 401(k) savings plan (the Plan) in which all employees completing one month of service with the Company are eligible to participate. Participants may contribute up to the maximum amount allowed by the Internal Revenue Service. We currently match 100% of the first 3% of each employee’s salary that is contributed to the Plan and 50% of the next 2% of each employee’s salary that is contributed to the Plan. Under this matching plan, we paid $48,549 and $55,989 into the Plan for the three-month periods ended September 30, 2025 and 2024, respectively, and $141,349 and $159,504 for the nine-month periods ended September 30, 2025 and 2024, respectively.

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19. SUBSEQUENT EVENTS

We have evaluated subsequent events through the time of filing on the date we have issued this Quarterly Report on Form 10-Q. As of the time of this filing on November 13, 2025, there are no material, reportable subsequent events.

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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We focus on the two most critical stages of dairy productivity, those being the first 30 days of life and the first 30 days of lactation. Our concentrated colostrum and purified Nisin technologies offer unique animal health solutions during these periods when immunity is at its most vulnerable. We believe that both of our product lines could potentially present growth opportunities in the human health sector, alongside the animal health sector that we currently serve. The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited financial statements and the related notes and other financial information included in this Quarterly Report on Form 10-Q (Quarterly Report). Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. One should review the Cautionary Note below for a discussion of some of the important factors that could cause actual results to differ materially from the anticipated results, objectives or expectations described in or implied by the forward-looking statements contained in the following discussion and analysis.

Cautionary Note Regarding Forward-Looking Statements (Safe Harbor Statement):

This Quarterly Report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and will often include words such as “expects”, “may”, “anticipates”, “aims”, “intends”, “would”, “could”, “should”, “will”, “plans”, “believes”, “estimates”, “targets”, “projects”, “forecasts”, “seeks” and similar words and expressions. Such statements include, but are not limited to, any forward-looking statements relating to: our plans, goals and strategies for our business; projections of future financial or operational performance; the timing and outcome of pending or anticipated applications for regulatory approvals and pending or anticipated regulatory inspections of our facilities and those of our contract manufacturers; future demand for our products; future adoption of Re-Tain^® by dairy producers; growth in acceptance of our First Defense^® product line by dairy and beef producers; the impact of international disputes on the world economy including inflation and the price and availability of grain and oil; the impact of the global supply-chain disruptions on our ability to obtain, in a timely and cost-effective fashion, all the supplies and components we need to produce our products; the impact of inflation, tariffs and rising interest rates on our operating expenses and financial results; the scope and timing of ongoing and future product development work and commercialization of our products; future costs of product development efforts; future incidence rates of subclinical mastitis and producers’ level of interest in treating subclinical mastitis; the expected efficacy of new products; estimates about the market size for our products; future market share of and revenue generated by current products and products still in development; our ability to increase production output and reduce costs of goods sold per unit; the adequacy of our own manufacturing facilities or those of third parties with which we have contractual relationships to meet demand for our products on a timely basis; the impacts of backlogs on customer relationships; the efficacy of our contamination remediation efforts; whether or not we will experience future contamination events; the anticipated costs of (or time to complete) planned expansions of our manufacturing facilities and the adequacy of our funds available for these projects; the robustness of our manufacturing processes to meet future demand and related technical issues; estimates about our future production capacity, efficiency and yield; the salability of products currently held in inventory pending regulatory approval; future regulatory requirements relating to our products; future expense ratios and margins; the future consequences and effectiveness of our investments in our business; future compliance with, or waivers of, bank debt covenants; anticipated changes in our manufacturing capabilities and efficiencies; our future effectiveness in competing against competitors within both our existing and our anticipated product markets; projections about depreciation expense and its impact on income for book and tax return purposes; and any other statements that are not historical facts. These statements are intended to provide management's current expectation of future events as of the date of this earnings release, are based on management's estimates, projections, beliefs and assumptions as of the date hereof; and are not guarantees of future performance. Such statements involve known and unknown risks and uncertainties that may cause the Company's actual results, financial or operational performance or achievements to be materially different from those expressed or implied by these forward-looking statements, including, but not limited to, those risks and uncertainties relating to: difficulties or delays in development, testing, regulatory approval, production and marketing of our products (including the First Defense^® product line and Re-Tain^®), competition within our anticipated product markets, customer acceptance of our new and existing products, product performance, alignment between our manufacturing resources and product demand (including the consequences of backlogs), uncertainty associated with the timing and volume of customer orders as we come out of a prolonged backlog, adverse impacts of supply chain disruptions on our operations and customer and supplier relationships, commercial and operational risks relating to our current and planned expansion of production capacity, our ability to obtain colostrum that meets our specifications, and other risks and uncertainties detailed from time to time in filings we make with the SEC, including our Quarterly Reports on Form 10-Q, our Annual Reports on Form 10-K and our Current Reports on Form 8-K. Such statements involve risks and uncertainties and are based on our current expectations, but actual results may differ materially due to various factors, including the risk factors summarized under PART II: OTHER INFORMATION, ITEM 1A-RISK FACTORS and uncertainties otherwise referred to in this Quarterly Report. In addition, there can be no assurance that future risks, uncertainties or developments affecting us will be those that we anticipate. We undertake no obligation to update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

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ImmuCell Corporation

OUTLINE TO ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources

Capital Expenditure Investments

Production Contamination Events

Results of Operations (Subsections a through i)

Critical Accounting Policies and Estimates

Liquidity and Capital Resources

During the second half of 2024, we began reducing product development expenses, as we await approval of Re-Tain^®by the Food and Drug Administration (FDA). After an investment of about 26 years and approximately $53 million in the development of this technology, we are eager to see this product through to regulatory approval and initial market acceptance. At the same time, we are also in the very early stages of exploring potential partnerships for Re-Tain^® to offset some of our product development expenses.

Net cash provided by operating activities was approximately $2 million during the nine-month period ended September 30, 2025 in comparison to net cash provided by operating activities of $361,000 during the nine-month period ended September 30, 2024. The increase in net cash provided by operating activities of approximately $1.6 million during the nine-month period ended September 30, 2025 compared to the nine-month period ended September 30, 2024 was largely the net result of a $4.5 million swing from a net loss to net income plus a $1.3 million increase in cash received from the collection of accounts receivable net against approximately $3 million and $600,000 more spending on inventory and reducing accounts payable, respectively. Our debt bears interest at fixed rates, which on a blended basis amounts to 4.31% per annum as of September 30, 2025. Interest expense (excluding amortization of debt issuance and debt discount costs) is expected to be approximately $443,000 and $367,000 during the years ending December 31, 2025 and 2026, respectively. Our total non-cash depreciation, amortization and stock-based compensation expense was approximately $2.3 million during both of the nine-month periods ended September 30, 2025 and 2024. We anticipate that depreciation expense (largely pertaining to Re-Tain^®), while not affecting our cash flows from operations, will be a significant factor in reducing our net income.

Net cash (used for) investing activities was approximately ($1 million) and ($265,000) during the nine-month periods ended September 30, 2025 and 2024, respectively, consisting of cash spent to fund the purchase of property, plant and equipment, net of proceeds from disposals of property, plant and equipment. To conserve cash, we deferred all large dollar capital expenditure projects starting around the first quarter of 2023. We increased capital expenditures to approximately $1.1 million during the nine-month period ended September 30, 2025 from approximately $270,000 during the nine-month period ended September 30, 2024. We are currently evaluating an investment of approximately $3 million to increase our annual production capacity for First Defense^® from approximately $30 million or more to approximately $40 million or more.

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ImmuCell Corporation

Net cash (used for) financing activities was approximately ($818,000) during the nine-month period ended September 30, 2025, consisting principally of approximately $1.9 million of debt principal repayments net of approximately $800,000 and $300,000 of proceeds received from debt and equity issuances, respectively. Net cash provided by financing activities was approximately $2.7 million during the nine-month period ended September 30, 2024, consisting principally of approximately $4.1 million in net proceeds raised through At-The-Market offerings described below, net of approximately $1.1 million in debt principal repayments. We had aggregate debt outstanding (net of debt issuance and debt discount costs) of approximately $9.5 million and $10.5 million as of September 30, 2025 and December 31, 2024, respectively. Debt principal repayments are expected to aggregate approximately $3.8 million (which includes the non-cash refinancing completed in the three-month period ended September 30, 2025) and $1.6 million during the years ending December 31, 2025 and 2026, respectively. During the third quarter of 2025, the availability of our $1 million line of credit, which bears interest at the National Prime Rate per annum, was extended until September 11, 2026. No draw on our line of credit was outstanding as of September 30, 2025 or December 31, 2024. See Note 9 to the accompanying unaudited financial statements for more information about our bank debt. The Company is party to an At-The-Market (ATM) Agreement with broker-dealer Craig-Hallum Capital Group LLC, under which we may offer and sell into the open market up to $11 million of shares of our common stock. In 2024, we sold 1,228,227 shares under the ATM Agreement, resulting in proceeds (net of approximately $152,000 in upfront legal, accounting and other fees and approximately $140,000 in sales commissions) of approximately $4.4 million. During the first nine months of 2025, we sold 63,230 shares under the ATM Agreement, resulting in proceeds (net of approximately $57,000 in legal, accounting and other fees and approximately $10,000 in sales commissions) of approximately $281,000. The ATM Agreement gives our board the flexibility to evaluate the potential uses of the proceeds while considering the cost of dilution in real time. This vehicle has provided a very productive financial bridge for us to fund our operations, while we worked to improve our gross margin and reduce product development expenses.

We project (based on our best estimates) that our existing cash and cash equivalents, together with gross margin anticipated to be earned from ongoing product sales will be sufficient to meet our currently planned working capital and capital expenditure requirements and to finance our ongoing business operations for at least the next 12 months (the period of time required to be addressed for such purposes by accounting standards). The table below summarizes the changes in selected key accounts (in thousands, except for percentages):

	As of		As of		Increase
	September 30, 2025		December 31, 2024		Amount		%
Cash and cash equivalents	$	3,886	$	3,758	$	128		3	%
Net working capital	$	12,827	$	10,631	$	2,197		21	%
Total assets	$	45,730	$	45,100	$	630		1	%
Stockholders’ equity	$	29,801	$	27,518	$	2,283		8	%
Common shares outstanding⁽¹⁾		9,046		8,979		67		*

⁽¹⁾	There were 738,483 and 664,000 shares of common stock reserved for issuance for stock options that were outstanding as of September 30, 2025 and December 31, 2024, respectively.

*	This amount is less than 1%.

Capital Expenditure Investments

Our production process is complex and difficult to scale up quickly. We began significant investments in facilities, equipment and staffing necessary to increase our production capacity for First Defense^®product line during 2014. During 2018, it became clear that demand for Tri-Shield First Defense^® was outpacing production. In response to this increasing demand, we began a series of additional investments during 2019 to increase our production capacity for the First Defense^®product line from approximately $16.5 million to approximately $30 million or more per year, with an option to increase further to approximately $40 million or more in the future. (When we describe the production capacity for the First Defense^® product line in this Quarterly Report, it should be noted that the actual value of this capacity varies based on biological and process yields, product format mix, selling price and other factors.)

Operating at very close to 100% of available capacity was not efficient or sustainable. With our increased capacity, we now operate at output levels that allow us to cover sales with adequate buffer stock, while also allowing adequate time for necessary preventative maintenance. To accommodate future increases in demand, we will need to meet or exceed our production yield assumptions. We remain deeply committed to meeting ongoing demand for First Defense^®.

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ImmuCell Corporation

The first phase of the additional investments in First Defense^® beginning in 2019 included significant renovations to a 14,300 square foot leased facility at Building 175A, some facility modifications at Building 56 and the necessary production equipment (including Freeze-Dryer #3) to increase our liquid processing capacity by 100% and our freeze-drying capacity by 50%. This resulted in increasing the annual production capacity of the First Defense^® product line (in terms of annual sales dollars) from approximately $16.5 million to approximately $23 million.

The second phase of our additional investments in First Defense^®included the installation of Freeze-Dryer #4 to further increase the estimated annual production capacity of the First Defense^® product line (in terms of annual sales dollars) by an additional 30% or more from approximately $23 million to approximately $30 million or more. Despite delays in the installation of certain equipment, we completed these capacity-expanding investments around the end of 2022.

The third phase of additional investments in First Defense^® involved the construction of an additional 15,400 square feet of space adjacent to and connected to Building 175A at 175 Industrial Way (Building 175B) and will involve the purchase of new equipment to further increase our estimated annual First Defense^® production capacity from approximately $30 million to approximately $40 million with options for further expansion. We made this lease commitment because of the unique proximity of the land adjacent to our currently leased space and the high level of demand for properties of this type in the Portland market. We did not want to risk losing this opportunity to others. The anticipated benefits to us from this new lease include: i) space for the potential to install Freeze-Dryers #5, #6, #7 and #8 if justified by market demand in the future, ii) improved space and quality for our powder milling operations by separating our upstream processes (liquid processing) at Building 56 from our clean downstream processes (milling, formulation, filling and packaging) at Building 175A and iii) much needed additional warehouse space. Freeze-Dryer #5 is the key piece of equipment required to allow us to increase our estimated annual production capacity to $40 million or more. Based on past experience, we are planning for approximately 18 months of lead time for fabrication, installation, qualification and implementation of Freeze-Dryer #5. However, due to the loss in gross margin during 2023 caused by the slowdown in production output necessary to remediate the product contamination events discussed below, we deferred most of this investment. Instead, we initiated the initial steps on a portion of this project with a reduced budget of approximately $700,000 at Building 175B during the third quarter of 2023. This work was completed during the first quarter of 2024, which provided additional warehousing space and allowed us to move all shipping and receiving functions out of Building 56 to create more space for liquid processing at Building 56. The new facilities are built to current Good Manufacturing Practices (cGMP) regulations and allow for efficient material and people flow.

We made some additional investments in Re-Tain^® to bring the formulation and aseptic filling capabilities for Re-Tain^® DP into available space in our DS facility in order to lessen or eliminate our reliance on third-party DP manufacturing services as well as the build out of warehouse space at Building 14 for packing and shipping facilities for Re-Tain^®. We began initial installation of the aseptic filling equipment during the first quarter of 2022, and then we paused this installation work to better preserve cash while awaiting regulatory approval.

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ImmuCell Corporation

The amount and timing of these additional investments in First Defense^®and Re-Tain^®began in 2019 and are detailed in the following table (in thousands):

Paid During the	First Defense^®		Re-Tain^®		Other		Total
Year Ended December 31, 2019	$	279	$	538	$	574	$	1,391
Year Ended December 31, 2020		2,938		581		554		4,073
Year Ended December 31, 2021		1,633		976		—		2,609
Year Ended December 31, 2022		3,498		430		47		3,975
Year Ended December 31, 2023		1,097		796		—		1,893
Year Ended December 31, 2024		410		54		2		466
Nine-Month Period Ended September 30, 2025		1,056		19		3		1,078
Total Paid through September 30, 2025		10,911		3,394		1,180		15,485
Estimate to Complete⁽¹⁾		3,300		2,000		—		5,300
Total Project Cost	$	14,211	$	5,394	$	1,180	$	20,785

⁽¹⁾

Investments of approximately $3 million to increase First Defense^® production capacity from approximately $30 million to approximately $40 million per year and approximately $2 million to build an in-house aseptic filling facility for Re-Tain^®have been deferred for the time being, due to cash constraints. These estimated costs to complete are based on historic quotations and have not been updated or adjusted to account for inflation, project scope change and other factors.

Production Contamination Events

As our increased production capacity was coming online around the end of the third quarter of 2022, our standard in-process quality control testing detected a product contamination event likely related to our incoming raw material (which is sourced from many different cows at many different farms). We took immediate steps to address the contamination, and production ran without issue during the balance of the fourth quarter of 2022. Subsequently, as we began to operate at a higher level of capacity at the beginning of 2023, we were forced to slow down production again to remediate a second contamination event also likely related to our incoming raw material. We then ran for approximately six months without contamination and then experienced a smaller third contamination event during the third quarter of 2023 impacting two lots of work in progress inventory, likely related to process changes implemented to run our increased level of liquid processing that were not optimized. We experienced a fourth contamination event impacting three lots of Work-in-Process inventory during the first three and a half months of 2024. New remediation steps implemented during April of 2024 in response to this fourth event appear to have been productive. We were able to offset some of the related losses with insurance, as previously outlined in Note 14 Other (Expenses) Income, Net, of the unaudited financial statements. However, during the second and third quarters of 2025, we did experience minor contaminations at a Work-in-Process stage of production that were likely again related to the quality of our incoming milk supply. With bioprocessing of this nature, our plans do anticipate that contamination events may arise from time to time despite our ongoing prevention efforts. Throughout these contamination events, all product sold by us has met all required in-process and final release testing under USDA quality standards.

Although we produced far less than we needed during 2023 and 2024 to meet demand, our remediation efforts and expansion investments have allowed us to steadily ramp back up to full production capacity. The lessons from the remediation of the contamination events have improved our production processes going forward. We have implemented several important improvements at the source farm level including more product and environmental testing, more training of farm staff and better enforcement of our protocols. While we never release product to the market that does not pass our in-process and final quality control release tests, we had allowed product to advance in the production process before fully completing our in-process quality control tests. We no longer advance product to the next stage before complete in-process quality control test results for the current stage are reviewed. Although this adds time to the overall production cycle, we believe that it has helped us reduce the chance and severity of further contaminations.

As we look back at these prior contamination events, we believe that the root cause was associated with the rapid growth in our hyperimmunized colostrum supply and with processing challenges associated with rapidly increasing our production output. Our proprietary production process does allow us to create an effective product out of a non-aseptic starting raw material. These types of losses are expected to happen from time to time in the production of a biological product such as ours. We also believe we have mitigated the risk of large-scale reoccurrence of such losses by implementing various new quality control steps and manufacturing process and facility improvements. Our efforts to address those events did ultimately succeed in restoring production and improved gross margins. Given the biological nature of our manufacturing process, the possibility of contamination is an inherent risk. We do believe that our prior remediation efforts have improved our ability to monitor for and mitigate future contamination. We think the key to success is about optimizing and controlling critical process parameters and multiple production inputs and process steps. To meet our goals, we must run without significant equipment failures or contamination losses, and we must continue to improve our production yields.

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ImmuCell Corporation

During the second quarter of 2025, we experienced our first new production contamination event since April of 2024 and additional production process losses. During the third quarter of 2025, we incurred additional production process losses. If we had avoided this aggregate scrap cost of approximately $410,000, our gross margin during the nine-month period ended September 30, 2025 would have been approximately 44.7% in comparison to the reported value of 42.6%. If we had avoided the aggregate scrap cost of approximately $369,000, our gross margin during the nine-month period ended September 30, 2024 would have been approximately 29.2% in comparison to the reported value of 27.3%. Gross margin percentage of product sales adjusted to remove scrap is a non-GAAP estimate that is based on the removal of specific manufacturing scrap costs from total costs and recalculating the gross margin as a percentage of product sales. The production contamination events and other production process losses experienced resulted in scrapped inventory valued as shown in the following table (in thousands):

	Approximate Cost of
	Work-in-Process Scrap
Year Ended December 31, 2022	$	589

Year Ended December 31, 2023	$	527

Year Ended December 31, 2024	$	407

Nine-Month Period Ended September 30, 2025⁽¹⁾	$	410

⁽¹⁾	Total scrap costs during the nine-month period ended September 30, 2025 were attributed to the following causes: 38% raw colostrum reserve, 31% equipment failure, 17% operator error, 11% material failure and 3% other.

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ImmuCell Corporation

Results of Operations

a) Product Sales

Due primarily to disruptions from a series of contamination events between late 2022 and early 2024, we experienced a prolonged period of unusual backlogs. Our backlog of orders was approximately $9.1 million as of March 31, 2024, and then we reduced it to approximately $8.9 million as of June 30, 2024. We were able to reduce this backlog further to approximately $7.3 million as of September 30, 2024 and then further to $4.4 million as of December 31, 2024. The increased inventory availability, during the six-month period ended June 30, 2025 helped us decrease the backlog to less than $100,000 as of June 30, 2025, with no significant change as of September 30, 2025. Through restored and expanded production levels, distributor inventories have been replenished, and we have intentionally built up our own buffer stocks. Our top priorities moving forward are recovering lost business, caused by prolonged supply shortages, and capturing increased market share.

Refilling the distribution pipeline after an extended backlog provided a one-time boost to sales during the first half of 2025. Because this inventory rebuild was not expected to recur, we had previously stated that we might experience a softening in outbound sales during the second half of 2025. That has turned out to be the case. Sales during the third quarter of 2025 were 15% less than the second quarter of 2025 and 8% less than the third quarter of 2024.

We likely lost some business beginning in late 2022, as a result of the backlog. During the first quarters of 2023 and 2024, the impact of tight supplies hit even harder, leaving our customers without product during their busiest calving season. Our inability to timely meet the needs of our customers resulted in the loss of some customers who sought alternative scours management products during this period of short supply, and some of these customers may not resume purchasing our product now that we have eliminated the backlog. While we worked to allocate product directly to certain large customers during this period of short supply, we likely lost some customers that could not procure product. Our sales team has resumed more normal sales growth initiatives now, in response to the increasing product supply. We will work to regain end-user customers that we may have lost while we were short on product and will aggressively compete for new business.

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ImmuCell Corporation

Sales revenue decreased by 8% during the third quarter of 2025 compared to the third quarter of 2024. Domestic sales during the quarter ended September 30, 2025 increased by 2%, and international sales decreased by 79% (largely driven by timing of backlog fulfillment), in comparison to the quarter ended September 30, 2024. International sales aggregated 3% and 13% of total sales during the quarters ended September 30, 2025 and 2024, respectively. The quarterly sales results are summarized in the following table (in thousands, except for percentages):

	During the Three-Month
	Periods Ended September 30,				(Decrease)
	2025		2024		Amount			%
Total Product Sales	$	5,506	$	6,012	$	(506	)		(8	)%

We captured a 7% increase in sales revenue during the nine-month period ended September 30, 2025 compared to the nine-month period ended September 30, 2024. Domestic sales during the nine-month period ended September 30, 2025 increased by 6%, and international sales increased by 15%, in comparison to the nine-month period ended September 30, 2024. International sales aggregated 13% and 12% of total sales during the nine-month periods ended September 30, 2025 and 2024, respectively. The sales results for these nine-month periods are summarized in the following table (in thousands, except for percentages):

	During the Nine-Month
	Periods Ended September 30,				Increase
	2025		2024		Amount		%
Total Product Sales	$	20,018	$	18,742	$	1,276		7	%

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ImmuCell Corporation

We captured a 16% increase in sales revenue during the trailing twelve-month period ended September 30, 2025 compared to the trailing twelve-month period ended September 30, 2024. Domestic sales during the trailing twelve-month period ended September 30, 2025 increased by 12%, and international sales increased by 51%, in comparison to the trailing twelve-month period ended September 30, 2024. International sales aggregated 14% and 11% of total sales during the trailing twelve-month periods ended September 30, 2025 and 2024, respectively. The sales during these trailing twelve-month periods are summarized in the following table (in thousands, except for percentages):

	During the Twelve-Month
	Periods Ended September 30,				Increase
	2025		2024		Amount		%
Total Product Sales	$	27,769	$	23,838	$	3,931		16	%

Sales of the First Defense^® product line made up 99% of our total sales during the three-month, nine-month and twelve-month periods ended September 30, 2025 and 2024. Our sales are generally seasonal with highest demand expected during the first quarter of each year. The compound annual growth rate (CAGR) of our total product sales was 14% and 16% during the five-year and six-year periods ended December 31, 2024, respectively.

We have expanded the First Defense^® product line to include a functional feed platform alongside our established USDA-approved biologic products. Currently manufactured by a contract manufacturing organization (CMO), the functional feed line requires fewer processing steps and thereby retains more colostral fat and bioactive proteins. It is specifically designed to meet the needs of large dairies and calf ranches seeking a cost-effective solution for their calves. The functional feed product will not fit in a capsule or tube and is intended as a bulk powder additive to liquid feed without USDA-approved claims. The functional feed product is spray-dried. The biologics line is lyophilized (freeze-dried). We obtained USDA approval of Tri-Shield First Defense^® (the trivalent format of our biologic product delivered via a gel tube, which provides broader protection to calves) near the end of 2017. Tri-Shield^®requires two separate liquid production processes for each dose manufactured and sold (in contrast to the bivalent product formats that require just one) making it more expensive to produce, but this product is priced at a significant premium to our traditional bivalent bolus format and is largely responsible for our sales growth. Around the time of this new product format launch, total product sales during the years ended December 31, 2017 and 2018 were $10.4 million and $11 million, respectively. This new product format has become the highest revenue contributor, as demonstrated in the table below (in thousands, except for percentages):

	During the Three-Month										During the Nine-Month
	Periods Ended September 30,										Periods Ended September 30,
			% of					% of					% of					% of
	2025		Total			2024		Total			2025		Total			2024		Total
Tri-Shield^®	$	3,770		68	%	$	3,890		65	%	$	13,964		70	%	$	11,535		62	%
Other Biologics		1,528		28			1,816		30			5,410		27			6,256		33
Functional Feed		146		3			246		4			497		2			811		4
Other		62		1			60		1			147		1			140		1
Total Product Sales	$	5,506		100	%	$	6,012		100	%	$	20,018		100	%	$	18,742		100	%

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ImmuCell Corporation

We also sell our own CMT (California Mastitis Test), which is used to estimate somatic cell counts in milk. Sales of CMT aggregated approximately 1% of our total product sales during the periods reported. Sales of CMT were approximately $62,000 and $60,000 during the quarters ended September 30, 2025 and 2024, respectively. Sales of CMT were approximately $147,000 and $140,000 during the nine-month periods ended September 30, 2025 and 2024, respectively.

Effective January 1, 2022, we increased our selling price of the First Defense^®product line by approximately 5% and CMT by approximately 7%. Effective January 1, 2023, we increased our selling price of the First Defense^®product line by approximately 4% (a range of 2% to 8%) and CMT by approximately 5%. Effective November 15, 2023, we increased our selling price of the First Defense^®product line by approximately 8%. Also, effective November 15, 2023, we increased our selling price for CMT by approximately 12%. Effective January 1, 2025, we increased our selling price of the First Defense^®product line by approximately 6% (a range of 5% to 7.5%). At the same time, we also increased our selling price for CMT by approximately 7%.

b) Gross Margin

The change in our gross margin (product sales less costs of goods sold) and our gross margin as a percentage of product sales during the three-month, nine-month and trailing twelve-month periods ended September 30, 2025 and 2024 are summarized in the following tables (in thousands, except for percentages):

	During the Three-Month
	Periods Ended September 30,						Increase
	2025			2024			Amount			%
Gross margin	$	2,363		$	1,584		$	780			49	%
Percent of product sales		43	%		26	%		17	%		63	%

	During the Nine-Month
	Periods Ended September 30,						Increase
	2025			2024			Amount			%
Gross margin	$	8,535		$	5,109		$	3,426			67	%
Percent of product sales		43	%		27	%		15	%		56	%

	During the Trailing Twelve-Month
	Periods Ended September 30,					Increase
	2025			2024		Amount		%
Gross margin	$	11,367		$	6,367	$	5,000		79	%
Percent of product sales		41	%

IMMUCELL CORP /DE/ 10-Q