Form 8-K IMMUCELL CORP /DE/ For: Aug 15
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
|(Exact name of registrant as specified in its charter)|
|(State or other jurisdiction of
|(Commission File Number)||(IRS Employer |
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including
|(Former name or former address, if changed since last report)|
Check the appropriate box below if the Form 8-K ﬁling is intended to simultaneously satisfy the ﬁling obligation of the Registrant under any of the following provisions:
|Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading symbol(s)||Name of each exchange on which registered|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 – Entry into a Material Definitive Agreement
Item 2.03 – Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On August 15, 2022, ImmuCell Corporation (the “Company”) entered into a second amendment to its lease from TVP, LLC of Falmouth, Maine for property at 175 Industrial Way in Portland, Maine that was originally entered into on September 12, 2019 (the “Amended Lease”).
The original lease covers 14,300 square feet of space that is being used by the Company primarily for its formulating, filling and assembly operations related to the First Defense® product line. The Amended Lease expands the building on the leased premises by an additional 15,400 square feet for a total of 29,700 square feet. The new space is intended to be used by the Company for additional freeze-drying capacity, cold storage and warehousing for the First Defense® product line. Construction of the new building shell has been initiated by the landlord.
The original term of the lease that was set to expire on February 28, 2030 has been extended. The Amended Lease now expires on January 31, 2043.
Under the Amended Lease, increased monthly lease payments are set to commence on the date that is four months after the landlord receives a certificate of occupancy from the City of Portland for the building shell, which is anticipated to be on or about February 1, 2023. For the first 24 months of the extended term, total lease payments shall be $28,105 per month (of which $17,774 is attributable to the added lease space), which amounts to $11.30 per square foot per year. Lease payments are subject to a 2% increase per year for each of the third through twentieth years of the term.
The Amended Lease includes a ten-year renewal option that is exercisable at the Company’s option, with lease payments increased during the renewal term by 2.5% per year over the preceding lease year. The Amended Lease also provides the Company with the right of first refusal to purchase the property during the term of the Amended Lease.
The information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
The following exhibits relating to Item 2.03 shall be deemed to be furnished, and not filed.
|99.1||Second Amendment of Lease dated August 15, 2022|
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Dated: August 17, 2022|
|By:||/s/ Michael F Brigham|
|Michael F. Brigham|
|President, Chief Executive Officer and|
Principal Financial Officer
|EX-99.1||Second Amendment of Lease dated August 15, 2022.|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SECOND AMENDMENT OF LEASE
This is a Second Amendment of Lease (this “Amendment”) is dated as of this 15th day of August, 2022, by and between TVP, LLC, with a mailing address of P.O. Box 66749, Falmouth, Maine 04105 (hereinafter the “Landlord”), and ImmuCell Corporation with a mailing address of 56 Evergreen Drive, Portland, Maine 04103 (hereinafter the “Tenant”).
WHEREAS, the parties entered into an Indenture of Lease dated September 12, 2019, as amended by First Amendment of Lease dated June 15, 2020 (the “Original Lease”); and,
WHEREAS, the Original Lease covers the following property:
The Demised Premises deemed to consist of approximately +/- 14,300 square feet of floor area situated on the land at 175 Industrial Way, Portland, Maine, as more particularly described in the Original Lease; and,
WHEREAS, the parties now wish to amend the Original Lease to expand the Demised Premises and extend the Term;
NOW THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree that the Lease is hereby amended as follows:
|1.||The “Effective Date” of this amendment shall be upon its full execution.|
|2.||Capitalized terms not defined in this Amendment shall have the meaning ascribed to them in the Original Lease. The Original Lease, as amended by this Amendment, is the “Lease”.|
|3.||Upon the “Delivery Date” (defined below), the Demised Premises shall be expanded to include the “Expansion Space” being an approximately 15,400 square foot addition to the Building. Additionally, as of the Delivery Date, Tenant shall have exclusive use of the parking areas shown on Exhibit A – Second Amendment, and Tenant shall have the right to use, in common with others, the access ways identified on Exhibit A – Second Amendment. The Expansion Space is shown on Exhibit A – Second Amendment attached hereto and incorporated herein. Following the addition of the Expansion Space, the Demised Premises shall thereafter be deemed to consist of +/- 29,700 square feet. The “Delivery Date” shall be the later of November 1, 2022 or the date that Landlord delivers possession of the Expansion Space to Tenant following “Substantial Completion” (defined below) of the Expansion Space.|
|4.||Promptly after the Effective Date, Landlord shall begin and complete with due diligence construction of the Expansion Space, such work being “Landlord’s Expansion Work”. Landlord’s Expansion Work shall mean the construction of the Expansion Space in accordance with the specification and plans identified on Exhibit B – Second Amendment attached hereto and incorporated herein. Landlord’s Expansion Work shall be completed at Landlord’s expense. “Substantial Completion” shall mean that the Expansion Space has been constructed in accordance with the plans and specifications on Exhibit B – Second Amendment, subject only to minor punch list items which do not materially impact Tenant’s ability to fit out and use the Expansion Space, and the Landlord has obtained a certificate of occupancy for the Expansion Space from the City of Portland. Landlord’s Expansion Work shall be conducted in accordance with all applicable laws, rules, regulations and codes.|
|5.||The Term of the Lease shall not expire on February 28, 2030, but instead is hereby extended and shall continue through and expire on January 31, 2043.|
|6.||From the period between the Effective Date and the date that is four months after the Delivery Date, the Basic Rent will be as set forth in the Original Lease. Effective on the date that is four months after the Delivery Date (the “Expansion Space Rent Commencement Date”) and continuing for the remainder of the Term, the Basic Rent shall be as follows with Year 1 commencing on the Expansion Space Rent Commencement Date, provided that if the Expansion Space Rent Commencement Date is other than the first day of the month, the Basic Rent for the first partial month shall be pro-rated in accordance with Section 3.2 of the Original Lease:|
|+/-14,300 SF||+/-15,400 SF|
|7.||Section 3.5 of the Lease is hereby deleted in its entirety and replaced with:|
“Provided said Tenant is not in default beyond any applicable grace period in the performance of any of the terms and conditions of the Lease, the Tenant may, at its option, exercised by written notice to Landlord, given not less than 365 days prior to the expiration of the then current term, extend the Lease for One (1) Ten (10) year period under the same terms and conditions of the original lease except that Basic Rent for the option period shall be increased by 2.5% annually over the preceding lease year.
|8.||Beginning on the Expansion Space Rent Commencement Date, for the purposes of Articles IV and V of the Lease, the Tenant’s Pro-Rata Share shall be the proportion which the gross floor area of the Premises bears to the gross floor area of all rentable space on the Property (the “Pro-Rata Share”). Tenant’s Pro-Rata Share is 100%.|
|9.||Tenant agrees to pay its Pro-Rata Share of any regular stormwater system maintenance and repairs with respect to the Demised Premises as part of Common Area Maintenance Charges.|
|10.||Following the Delivery Date, Tenant is hereby authorized by Landlord to build out the Expansion Space in accordance with the specifications and plans attached hereto as Exhibit C – Second Amendment (“Tenant’s Expansion Work”). Tenant shall conduct Tenant’s Expansion Work at Tenant’s sole cost.|
|11.||Tenant shall have the right to repair and use the exterior sheds located on the Property, at no additional Basic Rent charge, with two (2) weeks prior written notice to Landlord, until Landlord develops the Property on which the sheds are located or upgrades or removes the sheds. Landlord to provide Tenant with 30 days advance notice to vacate and remove Tenant’s property from the sheds.|
|12.||If Tenant elects to exercise its right to repair and use the exterior sheds, the Premises square footage shall increase by the square footage of the sheds and the new gross floor area of the Premises shall be used to determine the Tenant’s Pro-Rata share for the purposes of Articles IV and V.|
|13.||Section 23.11 of the Lease remains in effect with regards to the Right of First Offer to Purchase during the term of the Amended Lease and Option Period if exercised.|
In all other respects, the terms and conditions of the Lease are hereby ratified and affirmed.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals on the day and year first above written.
|Witness:||/s/ Daniel Catlin||By:||/s/ Richard McGoldrick|
|Richard McGoldrick, Manager|
|Witness:||/s/ Elizabeth S. Toothaker||By:||/s/ Elizabeth L. Williams|
|Elizabeth L. Williams, Duly Authorized|
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