What changed in this filing

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Item 9A. Controls and Procedures

2024-04-01 compared with 2023-03-29 · 1645 added, 1265 removed, 232 unchanged (93% of the section changed)

— CONTROLS AND PROCEDURES

Disclosure Controls

and Procedures :

Our management, with the participation of the individual who serves as our principal executive and principal financial

officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2022.

Based on this evaluation, that

officer concluded that our disclosure controls and procedures were effective as of that date.

Disclosure controls and procedures are

designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i)

recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated

and communicated to our management, including our principal executive and principal financial officer, as appropriate to allow timely

decisions regarding required disclosures.

Annual Report on Internal Control Over Financial Reporting :

The management of the Company is responsible for establishing and maintaining

adequate internal control over financial reporting.

The Company’s internal control over financial reporting is designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes

in accordance with generally accepted accounting principles.

We conducted an evaluation of the effectiveness of the internal controls

over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations

of the Treadway Commission.

This evaluation included a review of the documentation of controls, evaluation of the design effectiveness

of controls, testing the operating effectiveness of the controls and a conclusion on this evaluation.

Because of its inherent limitations,

internal control over financial reporting may not prevent or detect misstatements.

Therefore, even those systems determined to be effective

can provide only reasonable assurance with respect to financial statement preparation and presentation.

Also, projections of any evaluation

of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that

the degree of compliance with the policies or procedures may deteriorate.

This Annual Report does not include an attestation report of

the Company’s independent registered public accounting firm regarding internal control over financial reporting.

internal control report was not subject to annual or quarterly attestation by the Company’s independent registered public accounting

firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report.

Material Weakness

in Internal Controls over Financial Reporting :

Management assesses the effectiveness of the Company’s internal control over

financial reporting at the end of each quarter.

Based on this assessment, we concluded that our internal control over financial reporting

was not effective as of September 30, 2022, June 30, 2022 and March 31, 2022, because we identified one material weakness in the operation

(but not the design) of our internal controls over financial reporting during the first quarter of 2022 and a second one during the third

quarter of 2022.

First, we did not accrue $222,000 of deferred compensation expense (consisting of earned and unused paid time off) during

the first quarter of 2022, which impacted the amount of our administrative expenses, accrued expenses and the related disclosures.

we did not properly account for the extension of our lease agreement at 175 Industrial Way, which would have understated the value of

our operating lease right-of-use asset and operating lease liability by approximately $1,200,000 if the error had not been detected before

we issued our Quarterly Report on Form 10-Q for the three-month and nine-month periods ended September 30, 2022.

These errors had no

impact on our product sales or cash position.

We do believe that the design of our internal controls is effective, but the operating

effectiveness was not.

We have implemented some changes to our internal controls over financial reporting, including documenting the

accounting for all contractual obligations in excess of $50,000 with accounting complexities in written memorandums to be reviewed by

a public accounting firm who is not our auditor or by another relevant consultant when the issues are complex in nature.

we have concluded that these material weaknesses over internal controls have been remediated as of December 31, 2022.

Based on management’s

assessment, we believe that our internal controls over financial reporting were effective as of December 31, 2022.

Changes in Internal

Controls over Financial Reporting :

Our principal executive and principal financial officer and our Director of Finance and Administration

periodically evaluate any change in internal control over financial reporting which has occurred during the prior fiscal quarter.

have concluded that, with the exception of the enhanced internal control procedures discussed in the prior paragraph, there was no change

in our internal control over financial reporting that occurred during the three-month period or year ended December 31, 2022 that has

materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

— OTHER INFORMATION

— DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 10 — DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE

Executive Officers of the Company

Our executive officers as of March 10, 2023 were

BRIGHAM (Age:

ITEM 9A — CONTROLS AND PROCEDURES

Disclosure Controls and Procedures:

Our management,

with the participation of the individual who serves as our principal executive and principal financial officer, evaluated the effectiveness

of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of

1934, as amended (the Exchange Act)) as of December 31, 2023.

Based on this evaluation, that officer concluded that our disclosure controls

and procedures were effective as of that date.

Disclosure controls and procedures are designed to ensure that information required to

be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within

the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal

executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

Management’s Annual Report on Internal

Control Over Financial Reporting:

The management of the Company is responsible for establishing and maintaining adequate internal

control over financial reporting.

Our internal control over financial reporting is designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally

accepted accounting principles.

We conducted an evaluation of the effectiveness of the internal controls over financial reporting based

on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway

This evaluation included a review of the documentation of controls, evaluation of the design effectiveness of controls, testing

the operating effectiveness of the controls and a conclusion on this evaluation.

Because of its inherent limitations, internal control

over financial reporting may not prevent or detect misstatements.

Therefore, even those systems determined to be effective can provide

only reasonable assurance with respect to financial statement preparation and presentation.

Also, projections of any evaluation of effectiveness

to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of

compliance with the policies or procedures may deteriorate.

This Annual Report does not include an attestation report from our independent

registered public accounting firm regarding internal control over financial reporting.

Management’s internal control report was

not subject to annual or quarterly attestation by our independent registered public accounting firm pursuant to rules of the Securities

and Exchange Commission that permit the Company to provide only management’s report.

Material Weaknesses in Internal Controls Over

Financial Reporting:

Management assesses the effectiveness of the Company’s internal control over financial reporting at the

end of each quarter.

During our assessment for the second quarter of 2023, we identified one material weakness where we did not properly

capitalize non-cash depreciation expense as a component of inventory, which would have understated the value of our inventory as of June

30, 2023 by approximately $387,000 if the error had not been detected before we issued our Quarterly Report on Form 10-Q.

This error had

no impact on our product sales or cash position.

We do believe that the design of our internal controls is effective, but those internal

controls were not effectively operating.

We have implemented some changes to our internal controls over financial reporting, including

seeking additional consulting with subject matter experts on this matter.

We remediated this material weakness in internal controls during

the third quarter of 2023.

Based on our assessment for the fourth quarter of 2023, we have concluded that our internal controls over financial

reporting were effective as of December 31, 2023.

Changes in Internal Controls over Financial

Our principal executive and principal financial officer and our Director of Finance and Administration periodically evaluate

any change in internal control over financial reporting which has occurred during the prior fiscal quarter.

With the exception of the

improvements to our internal controls described in the previous paragraph, we have concluded that there was no change in our internal

control over financial reporting that occurred during the quarter ended December 31, 2023 that has materially affected, or is reasonably

likely to materially affect, our internal control over financial reporting.

ITEM 9B — OTHER INFORMATION

ITEM 9C — DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTIONS

Not applicable

ImmuCell Corporation

ITEM 10 — DIRECTORS, EXECUTIVE

OFFICERS AND CORPORATE GOVERNANCE

LEADERSHIP STRUCTURE OF THE BOARD OF DIRECTORS

With approval from the Board of Directors, the

Compensation and Stock Option Committee determined that the title of President and CEO should be given to an individual not being the

same person holding the title of Chair.

The objective of this policy is to avoid a concentration of authority in any one person.

Brigham has served as President and CEO since February 2000.

He also serves as the Company’s Principal Financial Officer.

Brigham is responsible for the day-to-day operations of the Company and for managing the actions of the two other executive officers,

as well as those of several senior managers.

Since February 2013, Dr.

Tomsche has served as Chair of the Board of Directors,

leading the Company as its independent non-executive board chair.

Tomsche works with the CEO in preparing the agenda for each board

meeting and presides over all board meetings and meetings of the non-employee directors.

He provides advice to the CEO and serves as principal

liaison between the board and the CEO.

Bobbi Jo Brockmann has served as Vice President of Sales and Marketing since February 2015.

Williams has served as Vice President of Manufacturing Operations since April 2016.

Crabb served as Vice

President and Chief Scientific Officer from December 1998 to February 2022, and he also served as Chair of the Board of Directors from

June 2009 to February 2013.

It is the policy of the Board of Directors to have a portion of the meeting without the presence of the executive

officers each time that the board or any of its committees meets to assure that candid discussions of business matters are conducted with

and without the influence of the executive officers.

The board delegates certain authority and responsibility to its committees, as described

THE BOARD OF DIRECTORS AND ITS COMMITTEES

During the year ended December 31, 2023, the Board

of Directors of the Company held four regular meetings and two special meetings and took action by unanimous written consent four times.

The committees of the Board of Directors are the Audit Committee, the Compensation and Stock Option Committee and the Nominating Committee.

During the year ended December 31, 2023, each director attended at least 75 percent of the aggregate of (i) the total number of meetings

of the Board of Directors and (ii) the total number of meetings held by all committees of the board on which he or she served (during

the periods that he or she served).

The board has not set a formal policy for required meeting attendance.

A high level of attendance

and participation is expected, and to date directors have fulfilled this expectation.

At the first meeting of the board following this

year’s Annual Meeting, executive officers will be appointed and, effective upon the election of directors at this year’s Annual

Meeting, directors will be appointed to serve on the various board committees until the next Annual Meeting and until their successors

The Board of Directors has established an Audit Committee for the purpose

of overseeing the accounting and financial reporting processes of the Company and the audits and reviews of its financial statements.

The Audit Committee engages the Company’s Independent Registered Public Accounting Firm, consults with such auditors with regard

to audit plans, reviews the annual reports of the independent auditors, oversees the adequacy of the Company’s internal operating

procedures and controls, meets with management and the auditors to review quarterly and annual financial results, authorizes the public

release of press releases covering financial results, reviews and authorizes quarterly and annual reports filed with the SEC and otherwise

oversees compliance with certain legal, ethical and regulatory matters.

The development and manufacture of efficacious products with and

without regulatory approval is subject to considerable risk.

The Audit Committee takes the lead on oversight of credit, liquidity and

operational risk, but the entire board, in conjunction with the executive officers, is very involved with reviewing Audit Committee recommendations

and making independent assessments of risks in all areas of the Company’s business.

The Company does not have a specific risk management

department, but the Company’s Director of Finance and Administration and its President and CEO manage and contract for the Company’s

insurance coverages in consultation with outside experts, in addition to identifying, managing and monitoring risk in areas not specifically

covered by insurance.

The Director of Finance and Administration reports to the President and CEO, who reports to the board.

Committee’s current members are Mr.

Gathagan, Mr.

Tomsche and Mr.

Wainman serves as Chair of the Audit

All members of the Audit Committee meet the heightened independence and expertise requirements for audit committees under applicable

SEC and NASDAQ Stock Market rules.

The Audit Committee held eight meetings during the year ended December 31, 2023.

The Audit Committee

Report can be found later in this Annual Report, and the “Charter and Powers of the Audit Committee” has been posted on the

Company’s website (http://immucell.com/wp-content/uploads/2017/05/charter.pdf).

Information on the Company’s website

does not constitute part of this Annual Report.

Wainman, who joined our Board of

Directors in March of 2014 and currently serves as Chair of the Audit Committee, and Mr.

Gathagan, who joined our Board of Directors

in June of 2023, both meet the criteria for “audit committee financial expert” as defined by SEC rules.

It is the opinion

of the Company’s Board of Directors that the Company addresses its audit functions with a depth of penetration and rigor that meets

the intent of the requirements of the Sarbanes-Oxley Act for the following reasons:

All four members of the Audit Committee are independent directors, as defined by the SEC and NASDAQ.

The four members of the Audit Committee have knowledge of accounting for both their own businesses as well as for the Company.

Internal audit work of the Company is performed by its Director of Finance and Administration, two Finance and Administrative Associates and one Manager of Administrative Operations.

The Company also continuously reviews, at its own initiative, the expertise of the members of its Board of Directors and its Audit Committee.

ImmuCell Corporation

The Board of Directors has

established a Compensation and Stock Option Committee (Compensation Committee) for the purpose of reviewing and recommending salary,

bonus and other benefits for executive officers and directors of the Company.

The Compensation Committee is responsible for administering

the Company’s 2010 Stock Option and Incentive Plan and the 2017 Stock Option and Incentive Plan.

The Compensation Committee’s

current members are Ms.

Basse and Mr.

Rosgen, each of whom are independent directors.

Rosgen serves as Chair of the Compensation

The Compensation Committee held six meetings during the year ended December 31, 2023.

The Compensation Committee does not

have a charter but instead operates within the authority provided by the Company’s By-laws and authorizing resolutions adopted

by the board.

Its recommendations on executive and director compensation are subject to review and final approval by the Board of Directors,

a majority of whose members are independent directors.

The Compensation Committee considers recommendations from Mr.

Brigham, the Company’s

President and CEO, relevant to a determination of executive and director compensation, but neither he nor Ms.

Brockmann participates

in votes of the Compensation Committee or the board in this regard.

In recent years, the Compensation Committee has not retained or relied

upon outside consultants to assist in its determination of executive or director compensation but does consider available compensation

During the end of 2021 and beginning of 2022, the Compensation Committee did consider certain information provided by a consultant.

The Board of Directors has established a Nominating

Committee for the purpose of recommending to the full board the number of directors to serve on the board, criteria for board membership

and nominees for election to the board.

In doing so, the Nominating Committee considers the integrity and relevant business experience

of each nominee.

The Nominating Committee values diversity, believing that the Company benefits from decision making that includes a range

of opinions, points of view and experience.

For instance, the Nominating Committee would not want a board comprised only of directors

having principally financial expertise or only of directors whose principal experience is in the dairy and beef industries.

the Nominating Committee believes that a board consisting of all men or all women would not be as strong as a gender-diverse board.

there is always room for improvement, the Nominating Committee believes that it has made substantial progress towards achieving these

board diversity goals.

To be considered for nomination to the board, a candidate must meet the following minimum criteria:

1) reputation

for integrity and high ethical standards, 2) willingness and ability to contribute positively to the Company’s decision-making process,

3) absence of any conflict of interest, or appearance of conflict of interest and 4) commitment to understanding the Company’s business

and associated business risks and to devoting adequate time and effort to create value for the Company and its stockholders.

nominees are recommended by the Nominating Committee and then approved by a vote of the board.

The Committee’s current members are

Basse and Mr.

Wainman, each of whom are independent directors.

Basse serves as Chair of the Nominating Committee.

The Nominating

Committee held three meetings during the year ended December 31, 2023.

Upon recommendation of the Nominating Committee, the Board of Directors

adopted a charter for the Nominating Committee in December 2012.

This charter sets forth the policy to be utilized by the Nominating Committee

in considering nominees identified by management to serve as directors for the Company.

The Charter of the Nominating Committee has been

posted to the Company’s website (http://immucell.com/wp-content/uploads/2019/04/Nominating-Committee-Charter.pdf).

The Nominating

Committee applies the same evaluation standards in considering nominees for director recommended by stockholders.

BOARD OF DIRECTORS

Director since:

Basse was first elected to our Board of Directors at the 2020 Annual Meeting of Stockholders.

Basse has been the senior executive director of Tonisity International, an animal nutrition company with offices in Ireland, Brazil and the United States, from 2017 to the present.

Since 2016, Ms.

Basse has been a Senior Associate at the Context Network, a business management and strategy consulting firm providing services to agriculture, biotechnology and food companies.

She held various positions at Zoetis Inc.

(formerly Pfizer Animal Health) from 1985 to 2015 and most recently served as Vice President of its U.S.

pork business.

Basse is a graduate of the University of Wisconsin and earned her Masters in Business Administration from the University of Rochester.

Officer since:

1991, Director since 1999) was appointed to serve as President and Chief Executive Officer in February 2000, while maintaining the titles

of Treasurer and Secretary, and was appointed to serve as a Director of the Company in March 1999.

He previously had been elected Vice

President of the Company in December 1998 and had served as Chief Financial Officer since October 1991.

He has served as Secretary since

December 1995 and as Treasurer since October 1991.

Prior to that, he served as Director of Finance and Administration since originally

joining the Company in September 1989.

Brigham served as a member of the Board of Directors of the United Way of York County from

2012 to 2019, serving as its Treasurer until June 2016 and as Chair of the Board of Directors for one year and as a member of its Executive

Director since:

Brigham was appointed to serve as President and Chief Executive Officer in February 2000, while maintaining the titles of Treasurer and Secretary, and was appointed to serve as a Director of the Company in March 1999.

He previously had been elected Vice President of the Company in December 1998 and had served as Chief Financial Officer since October 1991.

He has served as Secretary since December 1995 and as Treasurer since October 1991.

Prior to that, he served as Director of Finance and Administration since originally joining the Company in September 1989.

Brigham served as a member of the Board of Directors of the United Way of York County from 2012 to 2019, serving as its Treasurer until June 2016 and as Chair of the Board of Directors for one year and as a member of its Executive Committee.

Brigham served as the Treasurer of the Board of Trustees of the Kennebunk Free Library from 2005 to 2011.

the Finance Committee of the library in 2012.

Prior to joining the Company, he was employed as an audit manager for the public accounting

firm of Ernst & Young.

Brigham earned his Masters in Business Administration from New York University in 1989 and a Bachelor of

Arts degree (with a double major in Economics and Spanish) from Trinity College in Hartford, Connecticut in 1983.

BOBBI JO BROCKMANN (Age:

He re-joined the Finance Committee of the library in 2012.

Prior to joining the Company, he was employed as an audit manager for the public accounting firm of Ernst & Young in New York City.

Brigham earned his Masters in Business Administration from New York University in 1989 and a Bachelor of Arts degree (with a double major in Economics and Spanish) from Trinity College in Hartford, Connecticut in 1983.

BOBBI JO BROCKMANN

Officer since:

February 2015, Director since January 2018) served as a Director of the Company from March 2017 to September 2017 and from January 2018

to the present.

February 2015

Director since:

Brockmann served as a Director of the Company from March 2017 to September 2017 and from January 2018 to the present.

She was promoted to Vice President of Sales and Marketing in February 2015.

She joined the Company as Director of Sales

and Marketing in January 2010.

Prior to that, she had been employed as Director of Sales since May 2008 and Sales Manager from February

2004 to April 2008 at APC, Inc.

She joined the Company as Director of Sales and Marketing in January 2010.

Prior to that, she had been employed as Director of Sales since May 2008 and Sales Manager from February 2004 to April 2008 at APC, Inc.

of Ankeny, Iowa, a developer and marketer of functional protein products for animal health and nutrition.

Prior to that, she held other sales and marketing positions at APC, W & G Marketing Company, Inc.

of Ames, Iowa, The Council

for Agricultural Science and Technology of Ames, Iowa and Meyocks Group Advertising of West Des Moines, Iowa after graduating from Iowa

State University.

WILLIAMS (Age:

67, Officer since

April 2016) joined the Company in April 2016 as Vice President of Manufacturing Operations.

of Ames, Iowa, The Council for Agricultural Science and Technology of Ames, Iowa and Meyocks Group Advertising of West Des Moines, Iowa after graduating from Iowa State University.

ImmuCell Corporation

Director since:

Gathagan is the owner and a managing member of broad Thinking, LLC, a management consulting firm and has 25 years of animal health experience.

He is a founding member of Animalytix LLC and has served as its Chief Financial and Chief Technology Officer since it began operations in 2010.

Prior to Animalytix, he was a senior executive and Vice President of IT and Finance for Intervet, Inc.

and oversaw various finance, IT, and general business functions between 1998 to 2008, including 3 years in a global role based in The Netherlands.

Before entering the animal health industry, he served as a Vice President at MBNA and Norwest Bank responsible for various IT functions and started his career in IT roles at the University of Maryland, Baltimore County (UMBC).

He holds a BS in Information Systems Management from UMBC and an MS in Business from Johns Hopkins University.

Director since:

Rosgen joined the Board of Directors in January 2018 and the Audit Committee of the Board of Directors effective April 1, 2018.

He is President of Strategem Research Inc., founded in 2005.

Strategem’s mission is to capture and leverage customer insights when launching new technologies and revitalizing brands that have struggled in the market.

Rosgen specializes in value proposition development and pricing strategy.

He has worked with global brands across a range of industries including multiple agricultural sectors (ag informatics, animal health, biotechnology, crop protection, fertilizer, equipment, finance, grain marketing, livestock production, retail and seed technology).

Before founding Strategem, Mr.

Rosgen was a senior partner with Street Smart Strategic Planning and Research Coordinator for Baker Lovick/BBDO Advertising.

He holds a Bachelor of Commerce Degree from the University of Calgary.

Tomsche, D.V.M.

Director since:

December 2006

Tomsche was appointed to serve as Chair of the Board of Directors in February 2013.

He served on the Nominating Committee of the Board of Directors until September 2017.

He served on the Audit Committee from February 2014 through March 2014 and rejoined this committee in June 2021.

He is a large animal veterinarian and owner of Leedstone Inc.

(formerly Stearns Veterinary Outlet, Inc., an animal health distribution and milking system installation company) and of J-t Enterprises of Melrose, Inc., an exporter of ImmuCell products.

He also is a dairy producer.

He obtained his degrees from the University of Minnesota.

Director since:

Wainman was appointed to the Board of Directors on March 31, 2014 and is a member of the Audit and Nominating Committees and serves as Chair of the Audit Committee.

He qualifies to serve as a “financial expert” given his background in accounting and finance.

Wainman served as Chief Financial Officer of Hancock Lumber, a 725-employee lumber and building products company located in Casco, Maine, from February 2016 and its President and CFO from January 2020 until, most recently, becoming President and CEO in January 2023.

From April 2015 until February 2016, he was a business strategy and financial consultant specializing in the paper and greeting card industry.

Prior to that, he was President of Kleinfeld, a personalized wedding stationery company, from September 2013 until April 2015.

From 2005 to 2012, he was President and CEO of William Arthur, Inc., a division of Hallmark Cards, where he led a 275-employee manufacturer of luxury stationery products.

Prior to that, he served another division of Hallmark Cards as CFO and COO from 1998 to 2004.

He obtained a degree in Accounting and Financial Control from Sheffield City University in England and qualified as a Chartered Accountant of England and Wales in 1990.

Each of these individuals brings distinct skills, perspectives and

attributes to the Board of Directors.

Basse has extensive animal health marketing experience.

Brigham is an executive officer

who has been employed by the Company since 1989 and has a financial and accounting background.

Brockmann is an executive officer who

has been employed by the Company since 2010 and has extensive experience in the sales and marketing of products to the dairy and beef

Gathagan has significant experience with information systems and finance as well as relevant animal health industry experience.

Rosgen has a depth of experience in sales and marketing and product branding.

Tomsche is a veterinarian and owner of a distribution

outlet of products and services for animals, as well as an investor in and owner of dairy farms, and brings to the board substantial expertise

in our industry.

Wainman has extensive managerial and financial training and expertise.

Our executive officers as of March 8, 2024 were

See Biography above.

BOBBI JO BROCKMANN

See Biography above.

68, Officer since April 2016) joined the

Company in April 2016 as Vice President of Manufacturing Operations.

Previously, she led the U.S.

Region for Zoetis

as Vice President, Global Manufacturing and Supply.

Prior to that, she held multiple Site Leader positions at Pfizer Animal Health facilities

in Lincoln, Nebraska (2008-2011), Conshohocken, Pennsylvania (2006-2008) and Lee’s Summit, Missouri (2003-2006).

Region for Zoetis as Vice President,

Global Manufacturing and Supply.

Prior to that, she held multiple Site Leader positions at Pfizer Animal Health facilities in Lincoln,

Nebraska (2008-2011), Conshohocken, Pennsylvania (2006-2008) and Lee’s Summit, Missouri (2003-2006).

She led the manufacturing

1 unchanged sentence

of five new products at the Lee’s Summit facility.

She earned her Masters of Business Administration from Rockhurst University in

Kansas City, Missouri and her Bachelor’s degree in Biology from the University of Missouri.

Information with respect to our directors is incorporated

herein by reference to the section of our 2023 Proxy Statement titled “Election of the Board of Directors”, which we intend

to file with the Securities and Exchange Commission within 120 days after December 31, 2022.

There is no family relationship between any

director, executive officer, or person nominated or chosen by the Company to become a director or executive officer.

She earned her Masters of Business Administration from Rockhurst University

in Kansas City, Missouri and her Bachelor’s degree in Biology from the University of Missouri.

ImmuCell Corporation

EXECUTIVE OFFICERS OF

There is no family relationship between any director, executive officer

or person nominated or chosen by the Company to become a director or executive officer.

Except for Mr.

Brigham and Ms.

Brockmann (both

of whom are Company employees), each of the Company’s existing directors or nominees qualifies as an “independent director”

as defined under applicable NASDAQ Stock Market rules.

In evaluating the independence of directors, the board did consider related party

transactions described elsewhere in this Annual Report.

Any vacancies that may occur during the year may be filled by the Board of Directors

to serve until the next Annual Meeting.

CODE OF BUSINESS CONDUCT AND ETHICS

In December 2003, the Board of Directors of the

Company adopted a Code of Business Conduct and Ethics (the Code) that applies to all employees of the Company, including the Company’s

President and CEO and Director of Finance and Administration.

This Code is a set of written standards that are designed to deter wrongdoing

and to promote:

(i) honest and ethical conduct, (ii) full, fair, accurate, timely and understandable disclosure in reports filed with

the SEC, (iii) compliance with applicable laws, (iv) prompt internal reporting of violations of the Code and (v) accountability for adherence

On March 19, 2014, the Board of Directors approved several minor revisions to this Code.

This Code has been posted on the

Company’s website (http://immucell.com/wp-content/uploads/2017/05/2014-Code-of-Business-Conduct-and-Ethics-revision.pdf) and was

filed as Exhibit 14 to the Company’s Current Report on Form 8-K dated March 20, 2014.

The Company will mail a copy of its Code of

Business Conduct and Ethics to any interested party without charge, upon request.

Such requests may be made by mail to the Company’s

Secretary at ImmuCell Corporation, 56 Evergreen Drive, Portland, Maine 04103.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING

Section 16 of the Securities Exchange Act of

1934 requires the Company’s directors, executive officers and persons who own more than ten percent of a registered class of the

Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock

and other equity securities of the Company.

Officers, directors and greater than ten percent stockholders are required by SEC regulation

to furnish the Company with copies of all Section 16(a) reports they file.

To the best of the Company’s knowledge, based solely

on review of the copies of such reports furnished to the Company and written representations that no other reports were required, during

the year ended December 31, 2023, the Company’s directors, executive officers and greater than ten percent beneficial owners complied

on a timely basis with all applicable Section 16(a) filing requirements.

ITEM 11 — EXECUTIVE COMPENSATION

Information regarding compensation paid to our executive

officers is incorporated herein by reference to the section of our 2023 Proxy Statement titled “Executive Officer Compensation”,

which we intend to file with the Securities and Exchange Commission within 120 days after December 31, 2022.

ITEM 12 — SECURITY OWNERSHIP

OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information regarding ownership of our common stock

by certain owners and management is incorporated herein by reference to the section of our 2023 Proxy Statement titled “Security

Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”, which we intend to file with the Securities

and Exchange Commission within 120 days after December 31, 2022.

ITEM 13 — CERTAIN RELATIONSHIPS

AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Information regarding certain relationships and

related transactions and director independence is incorporated herein by reference to the section of our 2023 Proxy Statement titled “Certain

Relationships and Related Transactions and Director Independence”, which we intend to file with the Securities and Exchange Commission

within 120 days after December 31, 2022.

ITEM 14 — PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information regarding our principal accounting fees

and services is incorporated by reference to the section of our 2023 Proxy Statement titled “Principal Accounting Fees and Services”,

which we intend to file with the Securities and Exchange Commission within 120 days after December 31, 2022.

ITEM 15 — EXHIBITS AND FINANCIAL

STATEMENT SCHEDULES

The following table contains information as to

the compensation paid by the Company to its non-executive directors for services rendered during the year ended December 31, 2023:

Awards (1)(2)

All Other Compensation

Tomsche, D.V.M.

amount represents the total non-cash compensation expense related to stock options granted during the year ended December 31, 2023, which

is being expensed over the three-year vesting period from grant date.

As of December 31, 2023, Ms.

Basse had 35,000 stock options outstanding;

Cunningham had no stock options outstanding;

Gathagan had 15,000 stock options outstanding;

Rosgen had 20,000 stock options outstanding;

Tomsche had 20,000 stock options outstanding;

Wainman had 20,000 stock options outstanding.

Officers of the Company, who are also directors, do not receive additional

compensation for attendance at Board of Directors’ meetings or committee meetings (and no such employee directors are members of

any of the Company’s Committees).

Effective January 1, 2022, this annual fee paid to non-employee directors was increased from $24,000

Effective January 1, 2022, compensation for members of the Audit Committee was set at $2,000 per year.

Effective January 1,

2013, the additional compensation for the Chair of the Board of Directors was set at $12,000 per year (Dr.

Tomsche served as Chair during

All fees paid to directors are paid quarterly.

Historically, fees paid to directors were payable on the first day of the quarter

during which they were earned.

However, beginning in the first quarter of 2023 fees paid to directors become payable at the end of the

quarter during which they are earned.

No other increases in these fees have been made since those noted above.

On March 19, 2018, each of the then serving outside

directors were granted non-qualified stock options to purchase 15,000 shares of common stock under the 2017 Stock Option and Incentive

These options had an exercise price equal to $7.08 per share, which was the fair market value of the common stock on the date of

grant, and they vested on March 18, 2021.

These options expired March 18, 2023.

At the time first appointed to the board, Ms.

granted a non-qualified stock option to purchase 15,000 shares of common stock under the 2017 Stock Option and Incentive Plan with terms

similar to those previously granted to all other directors.

Basse’s options have an exercise price equal to $4.81 per share,

which was the fair market value of the common stock on the date of grant (June 29, 2020), and vest on June 28, 2023.

These options expire

if not exercised by June 28, 2025 or, if earlier, within one month (twelve months if in the case of death or disability) after termination

of service as a director.

On June 17, 2021, each of the then serving outside directors were granted non-qualified stock options to purchase

10,000 shares of common stock under the 2017 Stock Option and Incentive Plan.

These options have an exercise price equal to $10.04 per

share, which was the fair market value on the date of grant, and they vest on June 16, 2024.

These options expire if not exercised by

June 16, 2026 or, if earlier, within one month (twelve months in the case of death or disability) after termination of service as a director.

On December 15, 2022, each of the then serving outside directors were granted non-qualified stock options to purchase 10,000 shares of

common stock under the 2017 Stock Option and Incentive Plan.

These options have an exercise price equal to $6.52 per share, which was

the fair market value on the date of grant, and they vest on December 14, 2025.

These options expire if not exercised by December 14,

2027 or, if earlier, within one month (twelve months in the case of death or disability) after termination of service as a director.

At the time first appointed to the board, Mr.

Gathagan was granted a non-qualified stock option to purchase 15,000 shares of common stock

under the 2017 Stock Option and Incentive Plan with terms similar to those previously granted to all other directors.

options have an exercise price equal to $5.11 per share, which was the fair market value of the common stock on the date of grant (June

28, 2023), and vest on June 27, 2026.

These options expire if not exercised by June 27, 2028 or, if earlier, within one month (twelve

months if in the case of death or disability) after termination of service as a director.

ImmuCell Corporation

INDEMNIFICATION AGREEMENTS

The Company has entered into indemnification agreements

with its directors and executive officers in substantially the form approved by the stockholders at the 1989 Annual Meeting, as recently

The agreements include procedures for reimbursement by the Company of certain liabilities and expenses which may be incurred

in connection with service as a director or executive officer.

The Company expects to enter into indemnification agreements with individuals

who become directors in the future, as well as such executive officers of the Company as the Board of Directors may from time to time

EXECUTIVE COMPENSATION

Under the By-laws, executive officers are elected

by the Board of Directors at its first meeting following each Annual Meeting of Stockholders of the Company, and each serves for a one-year

term and until his or her successor is chosen and qualified, but all officers are employees of the Company “at will”, and

their service may be terminated at any time without payment of severance or similar benefits, except as described under EMPLOYMENT

AGREEMENTS below.

SUMMARY COMPENSATION TABLE

The following table contains information as to

the total compensation paid by the Company to its named executive officers for services rendered during the years ended December 31, 2023

Name and Principal Position

Compensation (3)

President, Chief Executive Officer, Treasurer and Secretary

Bobbi Jo Brockmann

Vice President of Sales and Marketing

Vice President of Manufacturing Operations

Bonus (or variable compensation) is reported in the year earned, even if paid in the beginning of the next year.

This amount represents the total non-cash compensation expense related to stock option awards granted during the year that they were earned, which is being expensed over the three-year vesting period from grant date.

This amount includes Company-paid contributions to a 401(k) Plan, health insurance premiums and life insurance premiums that are available to all employees of similar employment status, if elected.

Brigham, this amount includes approximately $8,000 and $222,000 worth of earned and unused paid time off described under EMPLOYMENT AGREEMENTS below that was accrued during the first quarter of 2023 and 2022, respectively, and is due to be paid to Mr.

Brigham upon his separation from the Company.

Brockmann, this amount also includes the personal use of a Company-owned vehicle.

Generally during the first quarter of each year,

annual salaries and bonuses for these named executive officers are determined at the discretion of the Compensation and Stock Option Committee.

Effective January 30, 2021, the annual salary for Mr.

Brigham was increased by 2% to $332,212.

Effective February 26, 2022, the annual

salary for Mr.

Brigham was increased by 4% to $345,500.

Effective February 25, 2023, the annual salary for Mr.

Brigham was increased by

3.5% to $357,592.

No such annual increase was provided to Mr.

Brigham for 2024.

Effective January 30, 2021, the annual salary for Ms.

Brockmann was increased by 2% to $251,400, and she was paid $12,645 in variable compensation related to her 2020 performance.

February 26, 2022, the annual salary for Ms.

Brockmann was increased by 4% to $261,456, and she was paid $22,500 and awarded 18,000 stock

options with an exercise price of $8.15 per share in variable compensation related to her 2021 performance.

Effective February 25, 2023,

the annual salary for Ms.

Brockmann was increased by 3.5% to $270,606, and she was paid a discretionary bonus of $25,000 on March 1, 2023.

Effective February 10, 2024, the annual salary for Ms.

Brockmann was increased by 4% to $281,430.

Effective January 30, 2021, the annual

salary for Ms.

Williams was increased by 4% to $246,707.

Effective February 26, 2022, the annual salary for Ms.

Williams was increased

by 4% to $256,575.

Effective February 25, 2023, the annual salary for Ms.

Williams was increased by 3.5% to $265,555, and she was paid

a performance bonus of $25,000 on August 30, 2023.

Effective February 10, 2024, the annual salary for Ms.

Williams was increased by 4%

ImmuCell Corporation

Effective December 1, 2022 through November 30,

2023, the Company contributed approximately $18,400 per year towards the cost of family health insurance coverage for each full-time employee

electing this coverage.

Effective December 1, 2023 through November 30, 2024, this annual contribution is $20,755.

Brigham and Ms.

Brockmann elected this coverage.

Effective December 1, 2022 through November 30, 2023, the Company contributed approximately $12,600 per

year towards the cost of employee and spouse health insurance coverage for each full-time employee electing this coverage.

Effective December

1, 2023 through November 30, 2024, this annual contribution is $14,250.

Williams elected this coverage.

EMPLOYMENT AGREEMENTS

We enter into compensation agreements (which

are publicly filed) with our three executive officers.

Effective March 28, 2022, we entered into an Amended and Restated Separation and

Deferred Compensation Agreement (the “Deferred Compensation Agreement”) with Mr.

Brigham (our President and CEO) that superseded

and replaced in its entirety a March 2020 severance agreement between the Company and Mr.

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 (which expense totaling $222,379 was accrued during the first quarter of 2022 and $230,162 and $222,379 was included in

accounts payable and accrued expenses on the accompanying balance sheets as of December 31, 2023 and 2022, respectively) and to receive

up to an additional $300,000 in deferred compensation (which amount is being accrued over the three-year period ending in January 2025).

This deferred compensation payment vested as to $100,000 on January 1, 2023 and an additional $100,000 on January 1, 2024.

An additional

$100,00 will vest on January 1, 2025, provided that Mr.

Brigham is employed by the Company as of January 2025.

The vested amounts would

be paid upon the earlier of January 31, 2025 or within thirty (30) days following his separation from the Company.

As of December 31,

2023 and 2022, $200,000 and $100,000, respectively, was included in accounts payable and accrued expenses on the accompanying balance

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

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

Incentive Compensation Agreements with Mr.

Brockmann (our Vice President of Sales and Marketing) and Ms.

(our Vice President of Manufacturing Operations) allow these executives to earn incentive compensation if certain regulatory 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.

OUTSTANDING EQUITY AWARDS

Stock options are the only outstanding form of

equity awards to the Company’s employees and directors.

The following table contains information on stock options held by the Company’s

named executive officers that were outstanding as of December 31, 2023:

Stock Options -

Unexercisable (1)

Bobbi Jo Brockmann

stock options become exercisable three years after the date of grant.

ImmuCell Corporation

— SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information

known to the Company regarding beneficial ownership of the Company’s common stock as of April 15, 2024 of (i) each person known

to the Company to be the beneficial owner of more than five percent of the Company’s common stock, (ii) each of the Company’s

directors, (iii) each of the Company’s executive officers named in the “ SUMMARY COMPENSATION TABLE ” above, (iv)

the five largest stockholders listed in this table as a group and (v) all directors and executive officers of the Company as a group:

Name of Beneficial Owner

Sandra F., Norman H.

Rothschild (3)

Tomsche D.V.M.

Elizabeth Williams (7)

Bobbi Jo Brockmann (8)

Gathagan (12)

Directors and executive officers as a group (8 persons) (13)

The five largest stockholders listed in this table as a group (14)

The persons named in the table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them, subject to the information contained in the footnotes to this table.

The figures in the table include shares of common stock covered by stock options which are currently exercisable or will become exercisable on June 16, 2024.

The address for the Pessins is 400 East 51 st Street, PH31, New York, NY 10022.

The Pessins have indicated that each of them has sole voting and dispositive/investment power with respect to the shares of common stock owned by them individually:

Pessin–644,019 shares (8.3%), Sandra F.

Pessin–401,819 shares (5.2%) and Brian L.

Pessin–136,882 shares (1.8%).

The address for Mr.

Rothschild is c/o Arterio, Inc., 1061-B Shary Circle, Concord, CA 94518.

This figure includes 226,416 shares of common stock held by Arterio Inc., a corporation owned solely by Mr.

This figure includes 45,000 vested stock options that are described in the “ OUTSTANDING EQUITY AWARDS ” table and 11,000 shares of common stock held by the mother of Mr.

Brigham also holds 1,000 unvested stock options that were granted during 2022.

Crabb holds these shares of common stock jointly with his former spouse.

He is listed in this table for informational purposes because he is one of the five largest stockholders.

This figure includes 6,987 shares of common stock held by immediate family members of Dr.

This figure includes 10,000 stock options that vest on June 16, 2024.

Tomsche also holds 10,000 unvested stock options.

This figure is comprised of 52,500 vested stock options that are described in the “ OUTSTANDING EQUITY AWARDS ” table.

Williams also holds 1,000 unvested stock options that were granted during 2022.

This figure includes 7,466 shares of common stock held by Ms.

Brockmann and 1,055 shares of common stock held jointly with her spouse and 37,500 vested stock options that are described in the “OUTSTANDING EQUITY AWARDS” table.

Brockmann also holds 18,000 unvested stock options that were granted during 2022.

This figure is comprised of 15,000 vested stock options and 10,000 stock options that vest on June 16, 2024.

Basse also holds 10,000 unvested stock options.

This figure includes 10,000 stock options that vest on June 16, 2024.

Wainman also holds 10,000 unvested stock options.

This figure includes 10,000 stock options that vest on June 16, 2024.

Rosgen also holds 10,000 unvested stock options.

Gathagan holds 15,000 unvested stock options.

This figure includes 150,000 vested stock options and 40,000 stock options that vest on June 16, 2024.

This figure includes 45,000 vested stock options and 10,000 stock options that vest on June 16, 2024.

ImmuCell Corporation

The Company does not permit employees or directors

to engage in hedging transactions with respect to the Company’s stock.

Equity Compensation Plan Information

The table below summarizes the common stock reserved

for issuance upon the exercise of stock options outstanding as of December 31, 2023 or that could be granted in the future:

to be issued upon exercise of

outstanding options

Weighted-average

exercise price of

outstanding options

remaining available for future issuance

under stock-based compensation plans

(excluding shares reflected in

of this table)

Equity compensation

plans approved by stockholders

compensation plans not approved by stockholders

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Tomsche (Chair of our Board of Directors) is a controlling owner of Leedstone Inc., a domestic distributor of our products (the First

Defense Ò product

line and CMT ).

His affiliated company purchased $231,405 and $587,677 of products from us during the years ended December 2023

and 2022, 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 $42,507 and $46,426 as of December 31, 2023 and

2022, respectively.

The President and CEO of the Company is responsible

for reviewing related party transactions.

To assist with this process, each director is asked to complete an annual questionnaire covering

transactions of this nature and other related matters.

Regardless of dollar value, all related party transactions are reviewed with the

relevant director and with the entire Board of Directors, if necessary.

Except for Mr.

Brigham and Ms.

Brockmann (both of whom are Company

employees), each of the Company’s existing directors qualifies as an “independent director” as defined under the applicable

NASDAQ Stock Market rules.

Each member of the Company’s Audit Committee, Nominating Committee, and Compensation and Stock Option

Committee are independent under the applicable NASDAQ Stock Market rules.

ITEM 14 — PRINCIPAL ACCOUNTANT FEES AND

Principal Accounting Fees and Services

On April 12, 2019, the Company engaged Wipfli LLP

for the first time as its Independent Registered Public Accounting Firm (IRPAF) for the year ended December 31, 2019 beginning with a

customary review of the Company’s financial statements as of and for the quarter ended March 31, 2019.

On March 20, 2020, the Company

engaged Wipfli LLP as its IRPAF for the year ended December 31, 2020.

On March 23, 2021, the Company engaged Wipfli as its IRPAF for the

year ended December 31, 2021.

On March 23, 2022, the Company engaged Wipfli as its IRPAF for the year ended December 31, 2022.

22, 2023, the Company engaged Wipfli as its IRPAF for the year ending December 31, 2023.

Set forth below is a summary of the fees incurred

for services rendered by the Company’s Independent Registered Public Accounting Firm, Wipfli LLP, for the years ended December 31,

2023 and 2022:

Audit Fees (1)

Audit-Related Fees (2)

The Audit Fees include fees billed by or accrued for the auditors for their reviews of the quarterly financial statements included in the Company’s Quarterly Reports on Form 10-Q for the first three quarters of each year and their audits of the annual financial statements included in the Company’s Annual Reports on Form 10-K and incidental expenses.

Audit-Related Fees include fees paid to Wipfli LLP related to the issuance of a consent for a registration statement during 2023 and related to the restatement of the Company’s Quarterly Reports on Form 10-Q for the three-month periods ended June 30, 2022 and March 31, 2022 during 2022.

ImmuCell Corporation

In accordance with the procedures set forth in

its charter, the Audit Committee pre-approves all auditing services and permitted non-audit services (including the fees and other terms

of those services) to be performed for the Company by its Independent Registered Public Accounting Firm.

Such approval may be accomplished

by approving the terms of the engagement prior to the engagement of the Independent Registered Public Accounting Firm with respect to

such services or by establishing detailed pre-approval policies and procedures to govern such engagement.

The Audit Committee authorizes

management to spend up to $5,000 per year for services that are not anticipated at the time of the engagement, provided that the Audit

Committee is promptly informed of such services.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors reviews

the financial reporting process, the system of internal controls, the audit process and the process for monitoring compliance with certain

applicable laws and regulations.

The Audit Committee is responsible for selecting and hiring the Independent Registered Public Accounting

Firm and meets with those accountants (in person or by telephone) before each quarterly press release concerning the Company’s financial

The Audit Committee approves the public disclosure and filing with the SEC of the related press releases.

After reviewing the

quarterly and annual reports that are prepared by management, the Audit Committee authorizes the filing of such reports with the SEC.

All members of the Audit Committee meet the heightened independence and expertise requirements for audit committees under applicable NASDAQ

Stock Market rules.

Wainman joined the Audit Committee in March of 2014 and serves as its Chair.

Rosgen joined the Audit Committee

in April of 2018.

Tomsche joined the Audit Committee in June of 2021.

Gathagan joined the Audit Committee in June of 2023.

Audit Committee currently operates under a charter adopted by the board in 2004.

The Company has a January 1st to December 31st fiscal

The Audit Committee met eight times during 2023.

ImmuCell Corporation

The Audit Committee has reviewed the Company’s

audited financial statements for the year ended December 31, 2023 and discussed such statements with management and Wipfli LLP, the Company’s

independent registered public accounting firm for 2023.

The Audit Committee has discussed with Wipfli LLP various communications that

Wipfli LLP is required to provide to the Audit Committee including the matters required to be discussed by Public Company Accounting Oversight

Board (PCAOB) Auditing Standards No.

1301 (Communication with Audit Committees).

The Audit Committee received from Wipfli LLP the written

disclosures and the letter required by applicable requirements of the PCAOB concerning independence and has discussed the auditor’s

independence with them.

Based on the review and discussions noted above,

the Audit Committee recommended to the board that the Company’s audited financial statements be included in the Company’s

Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and be filed with the SEC.

This report of the Audit Committee shall not be

deemed incorporated by reference by any general statement into any filing under the Securities Act of 1933, as amended, or the Securities

Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates this information by reference and shall

not otherwise be deemed filed under such Acts.

Submitted by:

Audit Committee

Tomsche, D.V.M.

Wainman, Chair

ImmuCell Corporation

ITEM 15 — EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company’s 1987 Registration Statement No.

14 unchanged sentences

Seventh Amendment to Rights Agreement dated as of August 10, 2022 (incorporated by reference to Exhibit 4.1 of the Company’s Amended Quarterly Report on Form 10-Q/A filed on November 21, 2022).

Eighth Amendment to Rights Agreement dated as of August 9, 2023 (incorporated by reference to Exhibit 4.1 of the Company’s Quarterly Report on Form 10-Q filed on August 10, 2023).

Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit 4.2 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020).

6 unchanged sentences

Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.9 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019).

Amendment to the 2017 Stock Option and Incentive Plan of the Company.

Second Amended and Restated Incentive Compensation Agreement between the Company and Elizabeth L.

Williams dated as of March 28, 2022 (incorporated by reference to Exhibit 10.8 of the Company’s Annual Report on Form 10-K filed on March 30, 2022).

Third Amended and Restated Incentive Compensation Agreement between the Company and Elizabeth L.

Williams dated as of November 11, 2022 (incorporated by reference to Exhibit 10 to the Company’s Quarterly Report on Form 10-Q filed on November 21, 2022).

Fourth Amended and Restated Incentive Compensation Agreement between the Company and Elizabeth L.

Amendment to the 2017 Stock Option and Incentive Plan of the Company (incorporated by reference to Exhibit 10.7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022).

Fifth Amended and Restated Incentive Compensation Agreement between the Company and Elizabeth L.

Williams dated as of March 27, 2024.

1 unchanged sentence

Brigham dated as of March 28, 2022 (incorporated by reference to Exhibit 10.9 of the Company’s Annual Report on Form 10-K filed on March 30, 2022).

Incentive Compensation Agreement between the Company and Michael F.

Brigham dated as of March 28, 2022 (incorporated by reference to Exhibit 10.10 of the Company’s Annual Report on Form 10-K filed on March 30, 2022).

Amended and Restated Incentive Compensation Agreement between the Company and Michael F.

Brigham dated as of March 28, 2023.

Second Amended and Restated Incentive Compensation Agreement between the Company and Bobbi Jo Brockmann dated as of March 28, 2022 (incorporated by reference to Exhibit 10.11 of the Company’s Annual Report on Form 10-K filed on March 30, 2022).

Third Amended and Restated Incentive Compensation Agreement between the Company and Bobbi Jo Brockmann dated as of March 28, 2023.

Brigham dated as of March 28, 2023 (incorporated by reference to Exhibit 10.13 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022).

Fourth Amended and Restated Incentive Compensation Agreement between the Company and Bobbi Jo Brockmann dated as of March 27, 2024.

Development Services and Commercial Supply Agreement between the Company and Norbrook Laboratories Limited dated as of September 5, 2019 (incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form 8-K filed on September 11, 2019).

Amending Agreement between the Company and Norbrook Laboratories dated as of March 4, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed March 6, 2024).

Indenture of Lease for Premises Located in Portland, Maine between the Company and TVP, LLC (incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form 8-K filed on September 17, 2019).

Second Amendment of Indenture of Lease for Premises Located in Portland, Maine between the Company and TVP, LLC dated as of August 15, 2022 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on August 17, 2022).

Third Amendment of Indenture of Lease for Premises Located in Portland, Maine between the Company and TVP, LLC dated as of November 14, 2023 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on November 16, 2023).

Term Note for $5,100,000 between the Company and Gorham Savings Bank dated March 11, 2020 (incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form 8-K filed on March 12, 2020).

Loan Agreement for $5,100,000 between the Company and Gorham Savings Bank dated March 11, 2020 (incorporated by reference to Exhibit 99.4 of the Company’s Current Report on Form 8-K filed on March 12, 2020).

Allonge to and Amendment of Term Note, dated March 23, 2022, between the Company and Gorham Savings Bank (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed on March 24, 2022).

Mortgage Modification Agreement, dated March 23, 2022, between the Company and Gorham Savings Bank (incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form 8-K filed on March 24, 2022).

Term Note for $3,500,000 between the Company and Gorham Savings Bank dated March 11, 2020 (incorporated by reference to Exhibit 99.3 of the Company’s Current Report on Form 8-K filed on March 12, 2020).

Loan Agreement for $3,500,000 between the Company and Gorham Savings Bank dated March 11, 2020 (incorporated by reference to Exhibit 99.5 of the Company’s Current Report on Form 8-K filed on March 12, 2020).

Allonge to and Amendment of Line of Credit Loan for up to $1,000,000 between the Company and Gorham Savings Bank dated March 23, 2022.

Line of Credit Agreement for up to $1,000,000 executed by ImmuCell Corporation in favor of Gorham Savings Bank dated March 11, 2020 (incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form 8-K filed on March 12, 2020).

Allonge to and Amendment of Line of Credit Loan for up to $1,000,000 between the Company and Gorham Savings Bank dated March 23, 2022 (incorporated by reference to Exhibit 10.23 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022).

Allonge to and Amendment of Line of Credit between the Company and Gorham Savings Bank, dated February 22, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on February 27, 2024).

Note Purchase Agreement executed by the Company in favor of the Maine Technology Institute dated June 12, 2020 (incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form 8-K filed on June 16, 2020).

4 unchanged sentences

Loan Agreement for $1,500,000 executed by the Company in favor of Gorham Savings Bank dated December 15, 2020 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 17, 2020).

Term Note for $2,000,000 executed by ImmuCell Corporation in favor of Gorham Savings Bank dated July 17, 2023 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on July 21, 2023).

Loan Agreement, by and between ImmuCell Corporation and Gorham Savings Bank dated July 17, 2023 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on July 21, 2023).

Economic Recovery/SSBCI Program Loan Promissory Note for $1,000,000 executed by ImmuCell Corporation in favor of the Finance Authority of Maine dated July 17, 2023 (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on July 21, 2023).

Economic Recovery Loan Program Loan Agreement, by and between ImmuCell Corporation and the Finance Authority of Maine dated July 17, 2023 (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed on July 21, 2023).

Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14 of the Company’s Current Report on Form 8-K filed on March 20, 2014).

2 unchanged sentences

Certification Pursuant to Rule 13a-14(a).

Certification

Pursuant to Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document-the instance document does not appear in the

Interactive Data File because its

XBRL tags are embedded within the Inline XBRL document.

Certification Pursuant to Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

ImmuCell Corporation Clawback Policy.

XBRL Instance Document-the instance document does not appear in

the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Inline XBRL Taxonomy Extension Schema Document.

5 unchanged sentences

+ Management contract or compensatory plan or arrangement.

* Filed herewith.

ITEM 16 – FORM 10-K SUMMARY

44 unchanged sentences

Valuation of Inventory

Description of the Matter At December 31, 2022, the Company’s inventory was $6,038,539.

Description of the Matter

At December 31, 2023, the Company’s inventory was $7,811,841.

As discussed in Note 2 of the financial statements, inventory is recorded at the lower of cost or net realizable value.

Auditing management’s valuation of inventory is complex

and highly judgmental because of the estimates and assumptions used by management to determine the cost accounting and because of the

variability of the cost per dose due to fluctuations in the biological yield achieved.

How We Addressed the Matter

In Our Audit The primary procedures we performed to address this critical

Auditing management’s valuation of inventory is complex and highly judgmental because of the estimates and assumptions used by management to determine the cost accounting and because of the variability of the cost per dose due to fluctuations in the biological yield achieved.

How We Addressed the

Matter In Our

The primary procedures we performed to address this critical

audit matter included the following.

We obtained an understanding of the

cost accounting developed by management and the related assumptions and estimates used.

We tested the cost accounting by examining the

underlying data used by the Company to prepare the cost accounting.

We evaluated the effect of the variability of the cost per dose on

the inventory value by comparing the biological yield to historical results and by performing a sensitivity analysis of the potential

range in inventory value within a corridor of historical results based on minimum and maximum outcomes for the biological yield.

We obtained an understanding of the cost accounting developed by management and the related assumptions

and estimates used.

We tested the cost accounting by examining the underlying data used by the Company to prepare the cost accounting.

We evaluated the effect of the variability of the cost per dose on the inventory value by comparing the biological yield to historical

results and by performing a sensitivity analysis of the potential range in inventory value within a corridor of historical results based

on minimum and maximum outcomes for the biological yield.

/s/ WIPFLI LLP

We have served as the Company’s auditor since 2019.

Minneapolis, Minnesota

March 29, 2023

ImmuCell Corporation

BALANCE SHEETS

As of December 31,

Radnor, Pennsylvania

April 1, 2024

of December 31,

and cash equivalents

accounts receivable

expenses and other current assets

current assets

Cash and cash equivalents

Trade accounts receivable, net

Prepaid expenses and other current assets

Total current assets

Property, plant and equipment, net

Operating lease right-of-use asset

Intangible assets, net

LIABILITIES AND STOCKHOLDERS’ EQUITY

plant and equipment, net

lease right-of-use asset

AND STOCKHOLDERS’ EQUITY

portion of debt obligations

portion of operating lease liability

payable and accrued expenses

current liabilities

Current portion of debt obligations

Current portion of operating lease liability

Accounts payable and accrued expenses

Total current liabilities

obligations, net of current portion

lease liability, net of current portion

long-term liabilities

Debt obligations, net of current portion

Operating lease liability, net of current portion

Total long-term liabilities

TOTAL LIABILITIES

CONTINGENT LIABILITIES AND COMMITMENTS (See Note 11)

STOCKHOLDERS’ EQUITY:

Common stock, $ 0.10 par value per share, 15,000,000 shares authorized and

7,814,165 shares issued as of both December 31, 2022 and 2021 and

7,746,864 and 7,741,864 shares outstanding as of December 31, 2022 and

2021, respectively

Additional paid-in capital

Accumulated deficit

LIABILITIES AND COMMITMENTS (See Note 11)

STOCKHOLDERS’

Common stock, $ 0.10 par value per share, 15,000,000 shares authorized and 7,814,165 shares issued as of both December 31, 2023 and 2022 and 7,750,864 and 7,746,864 shares outstanding as of December 31, 2023 and 2022, respectively

paid-in capital

( 12,007,097 )

1 unchanged sentence

Treasury stock, at cost, 63,301 and 67,301 shares as of December 31, 2023 and 2022, respectively

Total stockholders’ equity

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

The accompanying notes are an integral part

of these financial statements.

ImmuCell Corporation

STATEMENTS OF OPERATIONS

During the Years Ended December 31,

Product sales

Costs of goods sold

Product development expenses

Sales and marketing expenses

Administrative expenses

Operating expenses

NET OPERATING (LOSS) INCOME

stockholders’ equity

LIABILITIES AND STOCKHOLDERS’ EQUITY

accompanying notes are an integral part of these financial statements.

OF OPERATIONS

the Years Ended

of goods sold

development expenses

and marketing expenses

Administrative

OPERATING LOSS

( 5,748,078 )

Other expenses, net

LOSS BEFORE INCOME TAXES

( 2,298,943 )

Income tax expense

expenses, net

BEFORE INCOME TAXES

( 5,769,971 )

Basic weighted average common shares outstanding

Basic net loss per share

Diluted weighted average common shares outstanding

Diluted net loss per share

The accompanying notes are an integral part

of these financial statements.

ImmuCell Corporation

STATEMENTS OF STOCKHOLDERS’ EQUITY

( 2,486,133 )

$ ( 5,774,598 )

$ ( 2,493,805 )

Basic weighted

average common shares outstanding

Basic net loss per

Diluted weighted

average common shares outstanding

Diluted net loss

accompanying notes are an integral part of these financial statements.

OF STOCKHOLDERS’ EQUITY

paid-in capital

Stockholders’

December 31, 2020

$ ( 3,738,694 )

$ ( 158,171 )

Public offering of common stock, net of $ 17,011 of offering costs

Exercise of stock options

Stock-based compensation

( 2,493,805 )

Exercise of stock

December 31, 2022

3 unchanged sentences

( 5,774,598 )

Exercise of stock options

Stock-based compensation

December 31, 2022

Exercise of stock

$ ( 12,007,097 )

$ ( 138,482 )

The accompanying notes are an integral part

of these financial statements.

ImmuCell Corporation

STATEMENTS OF CASH FLOWS

During the Years Ended

accompanying notes are an integral part of these financial statements.

OF CASH FLOWS

the Years Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

$ ( 5,774,598 )

Adjustments to reconcile net loss to net cash (used for) provided by operating activities:

Amortization of intangible assets

Amortization of debt issuance costs

Stock-based compensation

(Gain) loss on disposal of property, plant and equipment

Non-cash rent expense

Trade accounts receivable

Accrued interest income

$ ( 2,493,805 )

Prepaid expenses and other current assets

Accounts payable and accrued expenses

Net cash (used for) provided by operating activities

to reconcile net loss to net cash used for operating activities:

of intangible assets

of debt issuance costs

of debt discounts

(gain) on disposal of property, plant and equipment

accounts receivable

( 1,773,302 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property, plant and equipment

( 2,948,565 )

expenses and other current assets

payable and accrued expenses

cash used for operating activities

( 4,674,236 )

Maturities of investment

Proceeds from sale of property, plant and equipment

Net cash used for investing activities

( 1,543,871 )

FLOWS FROM INVESTING ACTIVITIES:

of property, plant and equipment

( 1,892,513 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from public offering, net

Proceeds from debt issuance

Debt principal repayments

(Payments) net adjustments of debt issuance costs

Proceeds from exercise of stock options

Net cash provided by financing activities

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

( 3,975,274 )

BEGINNING CASH AND CASH EQUIVALENTS

ENDING CASH AND CASH EQUIVALENTS

The accompanying notes are an integral part

of these financial statements.

ImmuCell Corporation

STATEMENT OF CASH FLOWS

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

During the Years Ended

CASH PAID FOR:

Interest expense

NON-CASH ACTIVITIES:

Change in capital expenditures included in accounts payable and accrued expenses

Surrender of shares to exercise stock options

Lease liability arising from obtaining right-of-use asset

The accompanying notes are an integral part

of these financial statements.

ImmuCell Corporation

Notes to Audited Financial Statements

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 our 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.

As disclosed in Note 17, “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.

We have expanded this line

into four different products with formulations targeting E.

from sale of property, plant and equipment

cash used for investing activities

( 1,890,039 )

( 3,964,274 )

FLOWS FROM FINANCING ACTIVITIES:

from debt issuance

from line of credit

principal repayments

( 1,185,774 )

of credit repayments

( 2,000,000 )

of debt issuance costs

of debt discounts

from exercise of stock options

cash provided by financing activities

DECREASE IN CASH AND CASH EQUIVALENTS

( 4,812,821 )

( 4,393,906 )

CASH AND CASH EQUIVALENTS

accompanying notes are an integral part of these financial statements.

OF CASH FLOWS

DISCLOSURES OF CASH FLOW INFORMATION

the Years Ended

in capital expenditures included in accounts payable and accrued expenses

in payments of debt discounts included in accounts payable and accrued expenses

lease right-of-use asset and operating lease liability

accompanying notes are an integral part of these financial statements.

to Audited Financial Statements

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

As disclosed in Note 17, “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.

We have expanded this line into four different products with

formulations targeting E.

coli , coronavirus and rotavirus pathogens.

We are also in the late

stages of developing Re-Tain ® , a treatment for lactating dairy cows with subclinical mastitis.

Mastitis is the most

significant cause of economic loss to the dairy industry.

These products help reduce the need to use traditional antibiotics in food producing

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 the global COVID-19

pandemic, as well as 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 and shortages in key components,

supportive services, transportation and other supplies that may cause production slowdowns that affect our ability to consistently deliver

our products to market.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Presentation

We have prepared the accompanying audited 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.

There are no cash equivalents in excess of Federal Deposit Insurance Corporation (FDIC) limits of $ 250,000

per financial institution per depositor.

Accounts receivable are carried at the original

invoice amount less an estimate made for doubtful collection when applicable.

Management determines the allowance for doubtful accounts

on a monthly basis by identifying troubled accounts and by using historical experience applied to an aging of accounts.

We are also in the late stages of developing Re-Tain ® ,

a treatment for lactating dairy cows with subclinical mastitis.

Mastitis is the most significant cause of economic loss to the dairy

These products help reduce the need to use traditional antibiotics in food producing animals.

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 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.

are experiencing price increases in key components, supportive services, transportation and other supplies that are causing our costs

of goods sold to increase.

We have experienced some contamination events in our production process.

We implemented a production slowdown

to remediate this problem, which led to the recognition of lower sales and gross margin during the first ten months of 2023.

OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

have prepared the accompanying audited 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.

and Cash Equivalents

consider all highly liquid investment instruments that mature within three months of their purchase dates to be cash equivalents.

equivalents are principally invested in securities backed by the U.S.

We hold no cash or cash equivalents in excess of Federal

Deposit Insurance Corporation (FDIC) limits of $ 250,000 per financial institution per depositor.

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.

receivable are carried at the original invoice amount less an estimate made for doubtful collection when applicable.

Management determines

the allowance for doubtful accounts 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 years ended December 31, 2023 or 2022 because the time past due was not significant.

no accrual for such interest charges as of December 31, 2023 or 2022.

Accounts receivable are written off when deemed uncollectible.

The amount of accounts receivable written

off during all periods reported was immaterial.

Recoveries of accounts receivable previously written off are recorded as income when received.

No accounts receivable were written off during the years ended December 31, 2023 or 2022.

Recoveries of accounts receivable previously

written off are recorded as income when received.

No such recoveries were recorded during the years ended December 31, 2023 or 2022.

As of December 31, 2023 and 2022, we determined that no allowance for doubtful accounts was necessary.

Notes to Audited Financial Statements (continued)

(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).

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 if demand increases.

We believe that supplies and raw materials for the production of our products are available from more than one vendor or farm.

is to maintain more than one source of supply for the components used in our products when feasible.

ImmuCell Corporation

Notes to Audited Financial Statements (continued)

(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 for Re-Tain ® 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 Drug Substance facility when

it was placed in service during the third quarter of 2018.

Approximately 87 % of these assets are being depreciated over 10 years.

depreciating the leasehold improvements to our new First Defense ® production facility at 175 Industrial Way over

the remainder of the 10 -year lease term beginning when a certificate of occupancy was issued during the second quarter of 2020.

August of 2022, this lease term was extended to January of 2043 in connection with a new lease covering space at 165 Industrial Way.

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.

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.

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.

(e) Property,

Plant and Equipment, net

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 ® 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 87 % 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 7 for additional disclosures.

(f) Operating

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.

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

We evaluate our right-of-use asset for impairment when events or changes in circumstances indicate that the carrying value of

the asset may not be recoverable.

(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.

We have classified the amounts paid in excess of fair

value of the net assets (including tax attributes) as goodwill, which is accounted for under the acquisition method of accounting.

assess the impairment of intangible assets and goodwill that have indefinite lives (when applicable) 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.

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 12 for additional disclosures.

(g) Intangible

Assets and Goodwill

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.

in excess of 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.

No goodwill impairments

were recorded during the years ended December 31, 2022 or 2021.

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.

impairments were recorded during the years ended December 31, 2023 or 2022.

See Notes 2(h) and 8 for additional disclosures.

ImmuCell Corporation

Notes to Audited Financial Statements (continued)

(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

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.

No impairment was recognized during the years ended December 31, 2022 or

(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 December 31,

2022 and 2021, 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.

(h) Valuation

of Long-Lived Assets

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.

No impairment

was recognized during the years ended December 31, 2023 or 2022.

Value Measurements

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 December 31, 2023 and 2022, the carrying amounts of cash and cash equivalents,

accounts receivable, inventory, prepaid expenses and other current 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

inputs are quoted prices available in active markets for identical assets or liabilities

as of the measurement date.

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.

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.

the years ended December 31, 2022 and 2021, there were no transfers between levels.

As of December 31, 2022 and 2021, our Level 1 assets

measured at fair value by quoted prices in active markets consisted of bank savings accounts and money market accounts.

There were no

assets or liabilities measured at fair value on a nonrecurring basis as of December 31, 2022 and 2021.

The carrying values of our cash

and money market accounts as of December 31, 2022 and 2021 and of our bank debt as of December 31, 2021 approximated their fair market

Due to inflation and the changing interest rate environment, the carrying value of our bank debt as of December 31, 2022 differed

from its fair market value.

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.

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

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.

Notes to Audited Financial Statements (continued)

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 years ended December 31, 2023 and 2022, there were no transfers between levels.

As of December 31, 2023 and 2022, 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 December 31, 2023 or

The carrying values of our cash and money market accounts as of December 31, 2023 or 2022 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 December 31, 2023

and 2022 differed from their fair market values.

These values are reflected in the following tables:

As of December 31, 2022

Cash and money market accounts

ImmuCell Corporation

of December 31, 2023

and money market accounts

of December 31, 2022

and money market accounts

(j) Concentration

Concentration

of credit risk with respect to accounts receivable is principally limited to certain customers to whom we make substantial sales.

reduce risk, we routinely assess the financial strength of our customers and, as a consequence, 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

Sales to significant customers that amounted to 10% or more of total product sales are detailed in the following table:

the Years Ended

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

the following table:

* This amount is less than 10 %.

Notes to Audited Financial Statements (continued)

As of December 31, 2021

Cash and money market accounts

(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, as a consequence, believe that our accounts receivable credit risk exposure is limited.

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 Years Ended

Trade accounts receivable due from significant

customers amounted to the percentages of total trade accounts receivable as detailed in the following table:

December 31, 2022

December 31, 2021

* Amount is less than 10 %.

(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

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

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.

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.

generally have experienced an immaterial amount of product returns.

See Note 14 for additional disclosures.

ImmuCell Corporation

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.

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 14 for additional

Expense Recognition

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.

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

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.

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

With few exceptions, we are no longer subject to income tax examinations by tax authorities for years before 2020.

evaluated the positions taken on our filed tax returns and have concluded that no uncertain tax positions existed as of December 31,

2023 or 2022.

Although we believe that our estimates are reasonable, actual results could differ from these estimates.

(n) Stock-Based

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 fair value of

each stock option grant has been estimated on the date of grant using the Black-Scholes option pricing model.

Accordingly, we recorded

compensation expense pertaining to stock-based compensation of $ 368,866 and $ 266,244 during the years ended December 31, 2023 and 2022,

respectively.

Loss Per Common Share

loss per common share has been computed in accordance with Codification Topic 260-10, Earnings Per Share .

The net loss per share

has been computed by dividing the net loss by the weighted average number of common shares outstanding during the period.

All stock options

have been 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.

Outstanding stock options that were not included in this calculation because the effect would be anti-dilutive

amounted to 618,500 and 605,000 during the years ended December 31, 2023 and 2022, respectively.

Notes to Audited Financial Statements (continued)

(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.

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.

(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

In the ordinary course of business, there are transactions and calculations where the ultimate tax outcome is uncertain.

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 2019.

We have evaluated the positions taken on

our filed tax returns and have concluded that no uncertain tax positions existed as of December 31, 2022 or 2021.

Although we believe

that our estimates are reasonable, actual results could differ from these estimates.

(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 fair value of each stock option grant has been estimated on the date of

grant using the Black-Scholes option pricing model.

Accordingly, we recorded compensation expense pertaining to stock-based compensation

of $ 266,244 and $ 144,313 during the years ended December 31, 2022 and 2021, respectively.

(o) Net Loss Per Common Share

Net loss per common share has been computed in

accordance with Codification Topic 260-10, Earnings Per Share .

The net loss per share has been computed by dividing the net loss

by the weighted average number of common shares outstanding during the period.

All stock options have been 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.

stock options that were not included in this calculation because the effect would be anti-dilutive amounted to 605,000 and 443,000 during

the years ended December 31, 2022 and 2021, respectively.

During the Years Ended

Net loss attributable to stockholders

the Years Ended

loss attributable to stockholders

$ ( 5,774,598 )

Weighted average common shares outstanding - Basic

Dilutive impact of share-based compensation awards

Weighted average common shares outstanding - Diluted

$ ( 2,493,805 )

Weighted average common

shares outstanding - Basic

impact of share-based compensation awards

average common shares outstanding - Diluted

Net loss per share:

ImmuCell Corporation

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

Significant estimates include our valuation of inventory, long-lived assets, deferred tax assets and costs of goods sold.

New Accounting Pronouncement Adopted

June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses on Financial

Instruments , which was effective for us as of January 1, 2023, using the modified retrospective transition method.

This ASU amends

the impairment model to utilize an expected loss methodology in place of the incurred loss methodology for financial instruments, including

trade receivables.

The amendment requires entities to consider a broader range of information to estimate expected credit losses, which

may result in earlier recognition of losses.

Historically, we have experienced a very low level of bad debt expense, and most of our

trade receivables are collected by the due date or within a few days of the due date.

Because of this experience, the adoption of ASU

2016-13 did not have a material impact on our financial statements.

Accounting Pronouncements Not Yet Adopted

November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which

is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses.

The amendments will require disclosure of significant segment expenses that are regularly provided to our chief operating decision-maker

and included within segment profit and loss.

The amendments are effective for annual periods beginning after December 15, 2023, and interim

periods beginning after December 15, 2024, with early adoption permitted, and will be applied retrospectively to all prior periods presented

in the financial statements.

We are currently evaluating ASU 2023-07 to determine its impact on our financial statements.

December 2023, the FASB issued ASU 2023-09 , Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which includes amendments

that further 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 determine

its impact on our financial statements.

AND CASH EQUIVALENTS

and cash equivalents amounted to $ 978,741 and $ 5,791,562 as of December 31, 2023 and 2022, respectively.

ACCOUNTS RECEIVABLE

accounts receivable amounted to $ 2,185,383 and $ 1,758,600 as of December 31, 2023 and 2022, respectively.

No allowance for bad debt or

product returns was recorded as of December 31, 2023 or 2022.

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 $ 42,507 and $ 46,426 due from a related party as of December 31, 2023 or 2022, respectively.

Notes to Audited 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

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 inventory

valuation, valuation of goodwill and long-lived assets, valuation of deferred tax assets, accrued expenses, costs of goods sold and useful

lives of intangible assets.

(q) New Accounting Pronouncements Adopted

Effective January 1, 2021, we adopted ASU 2019-12,

Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes .

The new guidance is intended to simplify the accounting

for income taxes by removing certain exceptions and by updating accounting requirements around goodwill recognized for tax purposes and

the allocation of current and deferred tax expense among legal entities, among other minor changes.

The adoption of ASU 2019-12 did not

have a material impact on our financial statements.

In March 2020, the FASB issued ASU 2020-04, Facilitation

of the Effects of Reference Rate Reform on Financial Reporting .

ASU 2020-04 is intended to provide optional expedients and exceptions

GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the discontinuation

of the London Interbank Offered Rate (LIBOR) or by another reference rate expected to be discontinued.

The relief offered by this guidance,

if adopted, was available to companies during the period from March 12, 2020 through December 31, 2022.

The discontinuation of LIBOR did

not have a material impact on our financial statements.

(r) New Accounting Pronouncement Not Yet Adopted

In June 2016, the FASB issued ASU 2016-13, Financial

Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments , which is effective for us as of January

1, 2023, using the modified retrospective transition method.

This ASU amends the impairment model to utilize an expected loss methodology

in place of the incurred loss methodology for financial instruments, including trade receivables and leased equipment.

The amendment requires

entities to consider a broader range of information to estimate expected credit losses, which may result in earlier recognition of losses.

Historically, we have experienced a very low level of bad debt expense, and most of our trade receivables are collected by the due date

or within a few days of the due date.

Because of this experience, we do not expect the adoption of ASU 2016-13 to have a material impact

on our financial statements.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents amounted to $ 5,791,562

and $ 10,185,468 as of December 31, 2022, and 2021, respectively.

TRADE ACCOUNTS RECEIVABLE, net

Trade accounts receivable amounted to $ 1,758,600 ,

$ 2,694,229 and $ 1,796,801 as of December 31, 2022, 2021 and 2020, respectively.

No allowance for bad debt or product returns was recorded

as of December 31, 2022, 2021 or 2020.

The trade accounts receivable balances include $ 46,426 and $ 55,490 due from a related party as

of December 31, 2022 and 2021, respectively.

Inventory consisted of the following:

December 31, 2022

December 31, 2021

Raw materials

consisted of the following:

Work-in-process

Finished goods

These inventory figures are net of a $ 587,620

write-off of scrapped inventory that resulted principally from a contamination event in our production process around the end of the third

quarter of 2022.

ImmuCell Corporation

Notes to Audited Financial Statements (continued)

PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consisted

of the following:

December 31, 2022

December 31, 2021

Prepaid expenses

Other receivables

PROPERTY, PLANT AND EQUIPMENT, net

Property, plant and equipment consisted of the following:

December 31, 2022

December 31, 2021

Laboratory and manufacturing equipment

Buildings and improvements

Office furniture and equipment

Construction in progress

Property, plant and equipment, gross

Accumulated depreciation

inventory figures are net of a $ 527,133 and $ 589,204 write-off of scrapped inventory during the years ended December 31, 2023 and 2022,

respectively, that resulted principally from contamination events and other production process losses.

EXPENSES AND OTHER CURRENT ASSETS

expenses and other current assets consisted of the following:

PLANT AND EQUIPMENT, net

plant and equipment consisted of the following:

and manufacturing equipment

and improvements

furniture and equipment

plant and equipment, gross

( 18,483,948 )

( 15,875,620 )

Property, plant and equipment, net

As of December 31, 2022 and 2021, 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.

Property, plant and equipment disposals

were $ 127,127 and $ 160,366 during the years ended December 31, 2022 and 2021, respectively.

Depreciation expense was $ 2,468,479 and $ 2,442,036

during the years ended December 31, 2022 and 2021, respectively.

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 $ 19,104 during both of the years ended December 31, 2022 and 2021.

The net value of these intangibles

was $ 57,312 and $ 76,416 as of December 31, 2022 and 2021, respectively.

Intangible asset amortization expense is estimated to be $19,104

per year through December 31, 2025.

Intangible assets as of December 31, 2022 consisted

of the following:

Gross Carrying Value

Accumulated Amortization

Developed technology

plant and equipment, net

of December 31, 2023 and 2022, 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 ®

Property, plant and equipment disposals were $ 100,142 and $ 127,127 during the years ended December 31, 2023 and 2022, respectively.

Depreciation expense was $ 2,697,897 and $ 2,468,479 during the years ended December 31, 2023 and 2022, respectively.

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 $ 19,104 during both of the years ended December 31, 2023

The net value of these intangibles was $ 38,208 and $ 57,312 as of December 31, 2023 and December 31, 2022, respectively.

asset amortization expense is estimated to be $ 19,104 per year through December 31, 2025.

Notes to Audited Financial Statements (continued)

assets as of December 31, 2023 consisted of the following:

Gross Carrying

$ ( 147,280 )

Customer relationships

Non-compete agreements

relationships

$ ( 152,832 )

Intangible assets as of December 31, 2021 consisted

of the following:

Gross Carrying Value

Accumulated Amortization

Developed technology

assets as of December 31, 2022 consisted of the following:

Gross Carrying

$ ( 128,870 )

Customer relationships

Non-compete agreements

relationships

$ ( 133,728 )

ImmuCell Corporation

PAYABLE AND ACCRUED EXPENSES

payable and accrued expenses consisted of the following:

payable – trade

payable – capital

professional fees

During the first quarter of 2020, we closed on a debt financing with Gorham Savings Bank (GSB) 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

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 $ 3,687,479 and extended the due date of the balloon payment from the first quarter of 2030 to the first quarter

of Credit (LOC) :

Also during the first quarter of 2020, GSB extended a $ 1,000,000 LOC to us that is available, as needed, through

September 11, 2025.

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 December 31, 2023 or 2022.

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.

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.

Notes to Audited Financial Statements (continued)

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted

of the following:

During the fourth quarter of 2020, we closed on a $ 1,500,000 note with GSB 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 GSB to release the $ 1,400,000 that had been held in escrow.

The remaining proceeds were available for general working

capital purposes.

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 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

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 GSB.

The Finance Authority of Maine (FAME) provided $ 1,000,000 of loan insurance to GSB.

This loan is repayable under a 7 -year amortization

schedule with a balloon payment of $ 1,285,072 due during the third quarter of 2026.

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

The loan is repayable under a 7 -year amortization schedule with a balloon payment of $ 649,235 due during the third quarter of 2026.

#1, #2, #4, #6 and #7 are secured by liens on substantially all of our assets and are subject to certain restrictions and financial covenants.

Loan #7 is subordinated to Loans #1, #2, #4 and #6.

Reflecting our poor financial performance during 2023, the debt covenant requirements

for the twelve-month periods ended December 31, 2023 and June 30, 2024 were waived pre-emptively by our bank.

We are required to meet

a minimum debt service coverage (DSC) ratio of 1.35 for the twelve-month period ending September 30, 2024 and then annually after that

beginning with the year ending December 31, 2024.

In connection with these credit facilities, we incurred aggregate debt issuance and

debt discount costs of $ 168,268 ($ 98,098 and $ 19,306 of which were incurred during the years ended December 31, 2023 and 2022, 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, 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 GSB and FAME.

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

These loans may be prepaid without penalty at any time.

proceeds received and principal repayments made (excluding our $ 1,000,000 line of credit) during the years ended December 31, 2023 and

2022 are reflected in the following table by period and by loan:

the Year Ended

December 31, 2023

the Year Ended

December 31, 2022

Accounts payable – trade

Accounts payable – capital

Accrued payroll

Accrued professional fees

Accrued other

Income tax payable

During the first quarter of 2020, we closed on

a debt financing with Gorham Savings Bank (GSB) aggregating $ 8,600,000 and a $ 1,000,000 line of credit.

The debt 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 line of credit is available as needed through March

Interest on borrowings against the line of credit is variable at the National Prime Rate per annum.

There was no outstanding

balance under this line of credit as of December 31, 2022 or 2021.

The proceeds from the debt refinancing were used to repay all bank

debt outstanding at the time of closing and to provide some additional working capital.

During the fourth quarter of 2020, we closed on

a $ 1,500,000 note with GSB (Loan #4) 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 GSB to release the $ 1,400,000 that

had been held in escrow.

This resulted in no change in the balloon principal payment of $3,145,888 due during the first quarter of 2030.

The remaining proceeds were available for general working capital purposes.

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 $ 3,687,348 and extended the due date

of the balloon payment from the first quarter of 2030 to the first quarter of 2032.

In connection with these credit facilities, we incurred

aggregate debt issuance costs of $ 70,170 ($ 19,306 of which was incurred during 2022).

The amortization of these debt issuance costs is

being recorded as a component of interest expense, included in other expenses, net, and is being amortized over the underlying terms of

These three credit facilities are secured by liens on substantially all of our assets and are subject to certain restrictions

and financial covenants.

Given the funds we raised through an equity issuance in April 2021, GSB waived the minimum debt service coverage

(DSC) ratio requirement of 1.35 for the year ended December 31, 2021.

By negotiation with GSB in connection with the mortgage debt financing

during the first quarter of 2022, the required minimum DSC ratio was reduced to 1.0 for the year ending December 31, 2022.

By subsequent

negotiation with GSB, compliance with the required minimum DSC ratio was waived for the year ended December 31, 2022.

During the first

quarter of 2023, the DSC ratio covenant for the year ending December 31, 2023 was waived by GSB.

Instead, we are required to meet a minimum

DSC ratio requirement of 1.35 for the twelve-month periods ending June 30, 2024, September 30, 2024 and December 31, 2024 and then again

annually after that.

During the second quarter of 2020, we received

a loan from the Maine Technology Institute (MTI) (Loan #3) 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.

On June 30, 2021, we executed definitive agreements covering a second loan from the

MTI (Loan #5) in the aggregate principal amount of $400,000, proceeds from which were received in July 2021.

The first two years of this

loan are 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.

These credit facilities are unsecured and subordinated to our indebtedness to GSB.

to make timely payments of principal and interest, or otherwise to comply with the terms of the agreements with the MTI, 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.

ImmuCell Corporation

Notes to Audited Financial Statements (continued)

Debt proceeds received and principal repayments

made during the years ended December 31, 2022 and 2021 are reflected in the following table by period and by loan:

During the Year

Ended December 31, 2022

During the Year

Ended December 31, 2021

Proceeds from Debt

Debt Issuance

Debt Principal

Proceeds from Debt Issuance

Proceeds from

Debt Issuance

Debt Principal

$ ( 199,013 )

$ ( 115,860 )

$ ( 897,125 )

$ ( 768,271 )

Principal payments (net of debt issuance costs)

due under bank loans outstanding as of December 31, 2022 (excluding our $ 1,000,000 line of credit) are reflected in the following table

by the year that payments are due:

During the Years Ending December 31,

Debt issuance costs

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 December 31, 2022.

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 care products entails an inherent risk that liability claims will be asserted against us during the normal course of business.

Notes to Audited Financial Statements (continued)

payments (net of debt issuance and debt discount costs) due under bank loans outstanding as of December 31, 2023 (excluding our $ 1,000,000

line of credit) are reflected in the following table by the year that payments are due:

the Years Ending December 31,

Debt issuance cost

Debt discount cost

LIABILITIES AND COMMITMENTS

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 December 31, 2023 or 2022.

Since our incorporation, we have had

no occasion to make any indemnification payment to any of our officers or directors for any reason.

development, manufacturing and marketing of animal health care 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 date of this filing.

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.

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 have recorded no liabilities for such obligations

as of December 31, 2022.

We plan to purchase certain key parts (syringes)

and services (formulation, aseptic filling and final packaging of Drug Product) pertaining to Re-Tain ® , our Nisin-based

intramammary treatment of subclinical mastitis in lactating dairy cows, exclusively from contractors.

We are investing in the necessary

equipment to perform the Drug Product formulation and aseptic filling services in-house.

ImmuCell Corporation

that we have reasonable levels of liability insurance to support our operations.

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.

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.

we recorded no liabilities for such obligations as of December 31, 2023 or 2022.

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

The contract for formulation, aseptic filling and final packaging of DP is scheduled to terminate after the supply of product

for our initial controlled market launch.

We initiated an investment in the necessary equipment to perform the DP formulation and aseptic

filling services in-house, but this investment has been paused at the present time.

Notes to Audited Financial Statements (continued)

Effective March 28, 2022, the Company entered into

an Amended and Restated Separation and Deferred Compensation Agreement (the “Deferred Compensation Agreement”) with Mr.

its President and CEO, that superseded and replaced in its entirety a March 2020 severance agreement between the Company and Mr.

enter into compensation agreements (which are publicly filed) with our three executive officers.

Effective March 28, 2022, we entered

into an Amended and Restated Separation and Deferred Compensation Agreement (the “Deferred Compensation Agreement”) with

Brigham (our President and CEO) that superseded and replaced in its entirety a March 2020 severance agreement between the Company

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 (which amount totaling $222,000 was accrued during the first quarter of 2022 and included

in accounts payable and accrued expenses on the accompanying balance sheet as of December 31, 2022) and to receive up to an additional

$300,000 in deferred compensation (which amount is being accrued over the three-year period ending in January 2025).

This deferred compensation

payment vested as to $100,000 on January 1, 2023, and will vest as to an additional $100,000 on each of January 1, 2024 and January 1,

2025, provided that Mr.

Brigham is employed by the Company on these future vesting dates.

The vested amounts would be paid upon the earlier

of January 31, 2025 or within thirty (30) days following his separation from the Company.

This amount is being accrued over the three-year

period ending in January 2025.

As of December 31, 2022, $100,000 was included as part of accounts payable and accrued expenses on the

accompanying balance sheet.

to be paid, among other amounts, all earned and unused paid time off (which expense totaling $ 222,379 was accrued during the first quarter

of 2022 and $ 230,162 and $ 222,379 was included in accounts payable and accrued expenses on the accompanying balance sheets as of December

31, 2023 and 2022, respectively) and to receive up to an additional $ 300,000 in deferred compensation (which amount is being accrued

over the three-year period ending in January 2025).

This deferred compensation payment vested as to $ 100,000 on January 1, 2023 and an

additional $ 100,000 on January 1, 2024.

An additional $ 100,00 will vest on January 1, 2025, provided that Mr.

Brigham is employed by

the Company as of January 2025.

The vested amounts would be paid upon the earlier of January 31, 2025 or within thirty (30) days following

his separation from the Company.

As of December 31, 2023 and 2022, $ 200,000 and $ 100,000 , respectively, was included in accounts payable

and accrued expenses on the accompanying balance sheets.

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.

We generally enter into incentive compensation agreements

with our three executive officers annually.

These agreements, which are publicly filed, with Mr.

Brigham (our President and CEO), Ms.

Brockmann (our Vice President of Sales and Marketing) and Ms.

Williams (our Vice President of Manufacturing Operations) allowed them to

earn incentive compensation if certain regulatory and financial objectives were met during the years ended December 31, 2022 and 2021,

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.

Incentive Compensation Agreements with Mr.

(our Vice President of Sales and Marketing) and Ms.

Williams (our Vice President of Manufacturing Operations) allow these executives

to earn incentive compensation if certain regulatory and financial objectives are met during the year to which the agreement relates,

as specified in their agreements.

Similar agreements have been entered into and filed with these executive officers for the year ending

December 31, 2023.

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.

to the commitments discussed above, we had committed $ 294,000 to increase our production capacity for the First Defense ®

product line, $ 129,000 to construct and equip our own Drug Product formulation and aseptic filling facility for Re-Tain ® ,

$ 1,881,000 to the purchase of inventory, $ 134,000 to other capital expenditures and $ 401,000 to other obligations as of December 31, 2022.

OPERATING LEASE

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, which is a short distance from our headquarters

and manufacturing facility at 56 Evergreen Drive.

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 165 Industrial Way, which is connected to the original space at 175 Industrial Way, over a 20-year term.

The ROU asset and lease

liability for the committed space to be leased at 165 Industrial Way will be recorded upon the commencement date of the new lease, which

is anticipated during the second quarter of 2023 after construction of the building shell is completed.

In connection with the lease commitment

for space at 165 Industrial Way, the term of the original lease for 175 Industrial Way was extended by approximately 13 years.

lease liability over the amended term (including inflationary adjustments) aggregates $2,247,978.

Our lease includes variable non-lease

Such payments primarily include common area maintenance charges.

The balance of the operating lease ROU asset was $ 2,194,670

and the operating lease liability was $ 2,249,182 as of December 31, 2022.

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 Years Ended

Operating lease cost

Variable lease cost

Total lease cost

Operating Lease

Cash paid for operating lease liabilities

Weighted average remaining lease term (in years)

Weighted average discount rate

ImmuCell Corporation

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.

addition to the commitments discussed above, we had committed $ 41,000 to increase our production capacity for the First Defense ®

product line, $ 2,345,000 to the purchase of inventory, $ 7,000 related to the commercial manufacture of Re-Tain ®

and $ 307,000 to other obligations as of December 31, 2023.

Notes to Audited Financial Statements (continued)

Future lease payments required under non-cancelable operating leases

in effect as of December 31, 2022 were as follows:

During the years ending December

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.

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.

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, we amended this lease further to provide for certain

tenant improvements on the leased premises to be paid for by our landlord.

These improvements will provide heat to an unfinished space,

provide additional warehouse space, and create a new primary shipping and receiving facility.

In consideration for the landlord agreeing

to pay for the cost of those certain tenant improvements, we are obligated to make additional rent payments of $ 20,000 per month from

November 2023 through June 2024 and a one-time additional rent payment of $ 488,743 in July 2024.

The total lease liability for both leases

over the amended terms (including inflationary adjustments) aggregates $ 4,739,077 as of November 14, 2023.

Because of this modification

to the lease payments, the ROU asset and lease liability associated with the space at Building 175B were remeasured as of the

modification date.

Our leases include variable non-lease components.

Such payments primarily include common area maintenance charges.

As of December 31, 2023, the balance of the operating lease ROU asset was $ 4,571,149 and the operating lease liability was $ 4,721,385 .

As of December 31, 2022, the balance of the operating lease ROU asset was $ 2,194,670 and the operating lease liability was $ 2,249,182 .

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:

the Years Ended

paid for operating lease liabilities

Weighted average remaining

lease term (in years)

Weighted average

discount rate

lease payments required under non-cancelable operating leases in effect as of December 31, 2023 were as follows:

During the years ending

Total lease payments (undiscounted cash flows)

imputed interest (discount effect of cash flows)

imputed interest

(discount effect of cash flows)

( 3,587,332 )

Total operating liabilities

STOCKHOLDERS’ EQUITY

Common Stock Issuances

From February 2016 to April 2021, we sold the

aggregate of 4,553,017 shares of common stock in six different transactions raising gross proceeds of approximately $ 26,714,000 at the

weighted average price of $ 5.87 per share.

Notes to Audited Financial Statements (continued)

STOCKHOLDERS’

February 2016 to April 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.

The details of each transaction

are discussed below.

1) During February of 2016, we sold 1,123,810 shares

of common stock at a price to the public of $ 5.25 per share in an underwritten public offering pursuant to our effective shelf registration

statement on Form S-3, raising gross proceeds of approximately $ 5,900,000 and resulting in net proceeds to the Company of approximately

$ 5,313,000 (after deducting underwriting discounts and offering expenses incurred in connection with the equity financing).

2) During October of 2016, we sold, in a private

placement, 659,880 shares of common stock to nineteen institutional and accredited investors at $ 5.25 per share, raising gross proceeds

of approximately $ 3,464,000 and resulting in net proceeds to the Company of approximately $ 3,161,000 (after deducting placement agent

fees and other expenses incurred in connection with the equity financing).

3) During July of 2017, we sold 200,000 shares of

our common stock at a price of $ 5.25 per share in a public, registered sale to two related investors pursuant to our effective shelf registration

statement on Form S-3, raising gross proceeds of $ 1,050,000 and resulting in net proceeds of approximately $ 1,034,000 (after deducting

expenses incurred in connection with the equity financing).

4) During December of 2017, we sold 417,807 shares

of common stock at a price to the public of $ 7.30 per share in an underwritten public offering pursuant to our effective shelf registration

statement on Form S-3, raising gross proceeds of approximately $ 3,050,000 and resulting in net proceeds to the Company of approximately

$ 2,734,000 (after deducting underwriting discounts and offering expenses incurred in connection with the equity financing).

5) During March of 2019, we sold 1,636,364 shares

of common stock at a price to the public of $ 5.50 per share in an underwritten public offering pursuant to our effective shelf registration

statement on Form S-3, raising gross proceeds of approximately $ 9,000,000 and resulting in net proceeds to the Company of approximately

$ 8,303,000 (after deducting underwriting discounts and offering expenses incurred in connection with the equity financing).

6) During April of 2021, we sold 515,156 shares

of our common stock at a price of $ 8.25 per share in a public, registered sale to seven investors pursuant to our effective shelf registration

statement on Form S-3, raising gross proceeds of approximately $ 4,250,000 and resulting in net proceeds of approximately $ 4,233,000 (after

deducting expenses incurred in connection with the equity financing).

Stock Option Plans

In June 2010, our stockholders approved the 2010

Stock Option and Incentive Plan (the “2010 Plan”) pursuant to the provisions of the Internal Revenue Code of 1986, 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 2010 Plan and

subsequently no additional shares have been reserved for the 2010 Plan.

Vesting requirements are 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 June 2020, after which date no further options can be granted under the 2010 Plan.

options outstanding under the 2010 Plan at that time can be exercised in accordance with their terms.

As of December 31, 2022, there were

202,500 options outstanding under the 2010 Plan.

ImmuCell Corporation

The details of each transaction are discussed below:

During February of 2016, we sold 1,123,810 shares of common stock at a price to the public of $ 5.25 per share in an underwritten public

offering pursuant to our effective shelf registration statement on Form S-3, raising gross proceeds of $ 5,900,003 and resulting in net

proceeds to the Company of $ 5,313,224 (after deducting underwriting discounts and offering expenses incurred in connection with the equity

During October of 2016, we sold, in a private placement, 659,880 shares of common stock to nineteen institutional and accredited investors

at $ 5.25 per share, raising gross proceeds of $ 3,464,370 and resulting in net proceeds to the Company of $ 3,160,923 (after deducting

placement agent fees and other expenses incurred in connection with the equity financing).

During July of 2017, we sold 200,000 shares of our common stock at a price of $ 5.25 per share in a public, registered sale to two related

investors pursuant to our effective shelf registration statement on Form S-3, raising gross proceeds of $ 1,050,000 and resulting in net

proceeds of $ 1,034,164 (after deducting expenses incurred in connection with the equity financing).

During December of 2017, we sold 417,807 shares of common stock at a price to the public of $ 7.30 per share in an underwritten public

offering pursuant to our effective shelf registration statement on Form S-3, raising gross proceeds of $ 3,049,991 and resulting in net

proceeds to the Company of $ 2,734,173 (after deducting underwriting discounts and offering expenses incurred in connection with the equity

During March of 2019, we sold 1,636,364 shares of common stock at a price to the public of $ 5.50 per share in an underwritten public

offering pursuant to our effective shelf registration statement on Form S-3, raising gross proceeds of $ 9,000,002 and resulting in net

proceeds to the Company of $ 8,303,436 (after deducting underwriting discounts and offering expenses incurred in connection with the equity

During April of 2021, we sold 515,156 shares of our common stock at a price of $ 8.25 per share in a public, registered sale to seven

investors pursuant to our effective shelf registration statement on Form S-3, raising gross proceeds of $ 4,250,038 and resulting in net

proceeds of $ 4,233,026 (after deducting expenses incurred in connection with the equity financing).

June 2010, our stockholders approved the 2010 Stock Option and Incentive Plan (the “2010 Plan”) pursuant to the provisions

of the Internal Revenue Code of 1986, 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 2010 Plan and subsequently no additional shares have been reserved for the 2010 Plan.

Vesting requirements

are 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 June 2020, after which date no further

options can be granted under the 2010 Plan.

However, options outstanding under the 2010 Plan at that time can be exercised in accordance

with their terms.

There were 188,500 and 202,500 options outstanding under the 2010 Plan as of December 31, 2023 and 2022, respectively.

June 2017, our stockholders approved the 2017 Stock Option and Incentive Plan (the “2017 Plan”) pursuant to the provisions

of the Internal Revenue Code of 1986, 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.

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 was approved by a vote of stockholders at the Annual Meeting of Stockholders in June

Vesting requirements are determined by the Compensation and Stock Option Committee of the Board of Directors on a case-by-case

All options granted under the 2017 Plan expire no later than 10 years from the date of grant.

The 2017 Plan expires in March 2027,

after which date no further options can be granted under the 2017 Plan.

However, options outstanding under the 2017 Plan at that time

can be exercised in accordance with their terms.

As of December 31, 2023 and 2022, there were 430,000 and 402,500 options outstanding

under the 2017 Plan, respectively.

Notes to Audited Financial Statements (continued)

In June 2017, our stockholders approved the 2017

Stock Option and Incentive Plan (the “2017 Plan”) pursuant to the provisions of the Internal Revenue Code of 1986, 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.

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

was approved by a vote of stockholders at the Annual Meeting of Stockholders in June 2022.

Vesting requirements are determined by the

Compensation and Stock Option Committee of the Board of Directors 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 2027, after which date no further options can be granted

under the 2017 Plan.

However, options outstanding under the 2017 Plan at that time can be exercised in accordance with their terms.

of December 31, 2022, there were 402,500 options outstanding under the 2017 Plan.

Activity under the stock option plans described

above was as follows:

Weighted Average Exercise Price

Intrinsic Value (1)

under the stock option plans described above was as follows:

Exercise Price

Outstanding as of December 31, 2021

$ ( 180,038 )

Terminations/forfeitures (2)

Outstanding as of December 31, 2022

$ ( 661,310 )

Terminations/forfeitures (2)

3 unchanged sentences

$ ( 377,712 )

Vested and expected to vest as of December 31, 2022

Vested and expected

to vest as of December 31, 2023

$ ( 1,071,121 )

Reserved for future grants

(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

(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:

Number of Shares

Weighted Average

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

Fair Value at Grant Date

Weighted Average Exercise Price

Non-vested stock options as of January 1, 2022

Non-vested stock options as of December 31, 2022

Stock options granted during the year ended December 31, 2022

Stock options that vested during the year ended December 31, 2022

Stock options that were terminated or forfeited during the year ended December 31, 2022

During the year ended December 31, 2022, one

former employee and two employees exercised stock options covering 5,000 shares with $ 30,670 in cash.

stock options as of January 1, 2023

Non-vested stock options

as of December 31, 2023

options granted during the year ended December 31, 2023

options that vested during the year ended December 31, 2023

options that were terminated or forfeited during the year ended December 31, 2023

the year ended December 31, 2023, 4,000 stock options were exercised by one employee with $ 18,760 in cash.

During the year ended December

2021, one director and three employees exercised stock options covering 25,000 shares by the surrender of 17,128 shares of common stock

with a fair market value of $165,337 at the time of exercise and the payment of $11,693 in cash.

ImmuCell Corporation

Notes to Audited Financial Statements (continued)

The weighted average remaining life of the options

outstanding under the 2010 Plan and the 2017 Plan as of December 31, 2022 was approximately 5 years and 2 months.

31, 2022, one former employee and two employees exercised stock options covering 5,000 shares with $ 30,670 in cash.

The aggregate intrinsic

value of options exercised during the years ended December 31, 2023 and 2022 was $ 1,040 and $ 10,525 , respectively.

The weighted average

remaining life of the options exercisable under these plans as of December 31, 2022 was approximately 3 years and 7 months.

prices of the options outstanding as of December 31, 2022 ranged from $ 4.00 to $ 10.04 per share.

The 210,500 stock options granted during

the year ended December 31, 2022 had exercise prices between $ 6.52 and $ 9.39 per share.

The 86,000 stock options granted during the year

ended December 31, 2021 had exercise prices between $ 6.10 and $ 10.04 per share.

The aggregate intrinsic value of options exercised during

the years ended December 31, 2022 and 2021 approximated $ 10,525 and $ 64,977 , respectively.

The weighted-average grant date fair values

of options granted during the years ended December 31, 2022 and 2021 were $ 4.03 and $ 4.51 per share, respectively.

As of December 31,

2022, total unrecognized stock-based compensation related to non-vested stock options aggregated $793,171, which will be recognized over

a weighted average remaining period of approximately 2 years.

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 Years Ended

remaining life of the options outstanding under the 2010 Plan and the 2017 Plan as of December 31, 2023 was approximately 5 years and

The weighted average remaining life of the options exercisable under these plans as of December 31, 2023 was approximately

3 years and 6 months.

The exercise prices of the options outstanding as of December 31, 2023 ranged from $ 4.00 to $ 10.04 per share.

122,000 stock options granted during the year ended December 31, 2023 had exercise prices between $ 4.61 and $ 5.22 per share.

stock options granted during the year ended December 31, 2022 had exercise prices between $ 6.52 and $ 9.39 per share.

The weighted-average

grant date fair values of options granted during the year ended December 31, 2023 and 2022 were $ 2.80 and $ 4.03 per share, respectively.

As of December 31, 2023, total unrecognized stock-based compensation related to non-vested stock options aggregated $ 619,845 , which will

be recognized over a weighted average remaining period of approximately 1 year and 8 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:

the Years Ended

interest rate (1)

Dividend yield (2)

Expected volatility (2)

Expected life (3)

volatility (2)

(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 vesting period and the contractual term as the expected life.

Common Stock Rights Plan

In September 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 entitles 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 are set forth in a Rights Agreement between the Company and American Stock Transfer & Trust Co., as Rights Agent.

The Rights (as amended) become exercisable and transferable

apart from the common stock upon the earlier of i) 10 days following a public announcement that a person or group (Acquiring Person) has,

without the prior consent of the Continuing Directors (as such term is defined in the Rights Agreement), acquired beneficial ownership

of 20% or more of the outstanding common stock or ii) 10 days following commencement of a tender offer or exchange offer the consummation

of which would result in ownership by a person or group of 20% or more of the outstanding common stock (the earlier of such dates being

called the Distribution Date).

Upon the Distribution Date, the holder of each Right

not owned by the Acquiring Person would be entitled to purchase common stock at a discount to the initial purchase price of $70.00 per

share, effectively equal to one half of the market price of a share of common stock on the date the Acquiring Person becomes an Acquiring

If, after the Distribution Date, the Company should consolidate or merge with any other entity and the Company were not the surviving

company, or, if the Company were the surviving company, all or part of the Company’s common stock were changed or exchanged into

the securities of any other entity, or if more than 50% of the Company’s assets or earning power were sold, each Right would entitle

its holder to purchase, at the Rights’ then-current purchase price, a number of shares of the acquiring company’s common stock

having a market value at that time equal to twice the Right’s exercise price.

ImmuCell Corporation

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 vesting period and the contractual term as the expected life.

Notes to Audited Financial Statements (continued)

At any time after a person or group becomes an Acquiring

Person and prior to the acquisition by such person or group of 50% or more of the outstanding common stock, the Board of Directors of

the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at

an exchange ratio of one share of common stock per Right (subject to adjustment).

At any time prior to 14 days following the date that

any person or group becomes an Acquiring Person (subject to extension by the Board of Directors), the Board of Directors of the Company

may redeem the then outstanding Rights in whole, but not in part, at a price of $0.005 per Right, subject to adjustment.

During the third quarter of 2011, our Board of

Directors voted to authorize an amendment to the Rights Plan to increase the ownership threshold for determining “Acquiring Person”

status to 20 %.

During the second quarter of 2015, our Board of Directors also voted to authorize an amendment to remove a provision that

prevented a new group of directors elected following the emergence of an Acquiring Person (an owner of more than 20 % of our stock) from

controlling the Rights Plan by maintaining exclusive authority over the Rights Plan with pre-existing directors.

We did this because such

provisions have come to be viewed with disfavor by Delaware courts.

Each time that we made such amendments we entered into amendments

to the Rights Agreement with the Rights Agent reflecting such extensions, threshold increases or provision changes.

No other changes have

been made to the terms of the Rights or the Rights Plan.

At various times over the years, our Board of

Directors has voted to authorize amendments to the Rights Plan to extend the Final Expiration Date.

Our Board of Directors decided to

seek an advisory vote by stockholders at the Annual Meeting of Stockholders held in June 2022, as to whether to extend the Rights Plan

by one year to September 19, 2023.

Recognizing that there might be a substantial number of broker non-votes, our Board of Directors, which

has the authority to amend the Rights Plan, disclosed that it would be guided by the votes actually cast on this proposal in deciding

whether to extend the expiration date of such plan by one year.

Of the votes actually cast on this proposal, 65% voted in favor, 32% voted

against and 3% abstained.

September 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.

Right entitles 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 are set forth in a Rights Agreement between the Company and Equiniti

Trust Company, LLC, as Rights Agent.

Rights (as amended) become exercisable and transferable apart from the common stock upon the earlier of i) 10 days following a public

announcement that a person or group (Acquiring Person) has, without the prior consent of the Continuing Directors (as such term is defined

in the Rights Agreement), acquired beneficial ownership of 20% or more of the outstanding common stock or ii) 10 days following commencement

of a tender offer or exchange offer the consummation of which would result in ownership by a person or group of 20% or more of the outstanding

common stock (the earlier of such dates being called the Distribution Date).

the Distribution Date, the holder of each Right not owned by the Acquiring Person would be entitled to purchase common stock at a discount

to the initial purchase price of $ 70.00 per share, effectively equal to one half of the market price of a share of common stock on the

date the Acquiring Person becomes an Acquiring Person.

If, after the Distribution Date, the Company should consolidate or merge with

any other entity and the Company were not the surviving company, or, if the Company were the surviving company, all or part of the Company’s

common stock were changed or exchanged into the securities of any other entity, or if more than 50 % of the Company’s assets or

earning power were sold, each Right would entitle its holder to purchase, at the Rights’ then-current purchase price, a number

of shares of the acquiring company’s common stock having a market value at that time equal to twice the Right’s exercise

any time after a person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50 % or more of the

outstanding common stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group

which have become void), in whole or in part, at an exchange ratio of one share of common stock per Right (subject to adjustment).

any time prior to 14 days following the date that any person or group becomes an Acquiring Person (subject to extension by the Board

of Directors), the Board of Directors of the Company may redeem the then outstanding Rights in whole, but not in part, at a price of

$ 0.005 per Right, subject to adjustment.

the third quarter of 2011, our Board of Directors voted to authorize an amendment to the Rights Plan to increase the ownership threshold

for determining “Acquiring Person” status to 20 %.

During the second quarter of 2015, our Board of Directors also voted to

authorize an amendment to remove a provision that prevented a new group of directors elected following the emergence of an Acquiring

Person (an owner of more than 20 % of our stock) from controlling the Rights Plan by maintaining exclusive authority over the Rights Plan

with pre-existing directors.

We did this because such provisions have come to be viewed with disfavor by Delaware courts.

Each time that

we made such amendments we entered into amendments to the Rights Agreement with the Rights Agent reflecting such extensions, threshold

increases or provision changes.

No other changes have been made to the terms of the Rights or the Rights Plan.

various times over the years, our Board of Directors, which has the authority to amend the Rights Plan, has voted to authorize amendments

to the Rights Plan to extend the expiration date of the Rights Plan.

Our Board of Directors decided to seek an advisory vote by stockholders

at the Annual Meeting of Stockholders held in June 2022, as to whether to extend the Rights Plan by one year to September 19, 2023.

the votes actually cast on this proposal, 65% voted in favor, 32% voted against and 3% abstained.

On the basis of this vote, our Board

of Directors voted to extend the Rights Plan by one year to September 19, 2023.

Our Board of Directors decided to seek another advisory

vote by stockholders at the Annual Meeting of Stockholders held in June 2023, as to whether to extend the Rights Plan by another year

to September 19, 2024.

Of the votes actually cast on this proposal, 65.10% voted in favor, 34.60% voted against and 0.30% abstained.

On the basis of this vote, our Board of Directors voted to extend the Rights Plan by one year to September 19, 2024.

Authorized Common Stock

At the June 14, 2018 Annual Meeting of Stockholders,

our stockholders voted to approve an amendment to our Certificate of Incorporation to increase the number of shares of common stock authorized

for issuance from 8,000,000 to 11,000,000 .

At the June 10, 2020 Annual Meeting of Stockholders, our stockholders voted to approve an amendment

to our Certificate of Incorporation to increase the number of shares of common stock authorized for issuance from 11,000,000 to 15,000,000 .

primarily offer the First Defense Ò product

line to dairy and beef producers to prevent scours in newborn calves.

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 years ended December 31, 2022 or 2021.

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.

ImmuCell Corporation

Recognizing that

there might be a substantial number of broker non-votes, our Board of Directors disclosed that it would be guided by the votes actually

cast on these proposals in deciding whether to extend the expiration date of such plan by one year.

the June 14, 2018 Annual Meeting of Stockholders, our stockholders voted to approve an amendment to our Certificate of Incorporation

to increase the number of shares of common stock authorized for issuance from 8,000,000 to 11,000,000 .

At the June 10, 2020 Annual Meeting

of Stockholders, our stockholders voted to approve an amendment to our Certificate of Incorporation to increase the number of shares

of common stock authorized for issuance from 11,000,000 to 15,000,000 .

Notes to Audited Financial Statements (continued)

The following table presents our product sales

disaggregated by geographic area:

During the Years Ended December 31,

United States

Total Product Sales

The following table presents our product sales

disaggregated by major product category:

During the Years Ended December 31,

primarily offer the First Defense ® product line to dairy and beef producers to prevent scours in newborn calves.

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 years ended December 31, 2023 or 2022.

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 sheet are from contracts with customers.

no material costs to obtain contracts.

following table presents our product sales disaggregated by geographic area:

the Years Ended December 31,

Product Sales

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

the Years Ended December 31,

Defense ® product line

Other animal health

Total Product Sales

OTHER EXPENSES, NET

Other expenses, net, consisted of the following:

During the Years Ended

Interest expense (1)

(Gain) loss on disposal of property, plant and equipment

Interest income

Income - other

Other expenses, net

(1) Interest expense includes amortization of debt issuance costs

of $ 7,658 and $ 7,841 during the years ended December 31, 2022 and 2021, respectively.

Our income tax expense aggregated $ 7,672 and $ 9,165

(amounting to less than 1 % and 13 % of our loss before income taxes) during the years ended December 31, 2022 and 2021, respectively.

of December 31, 2022, we had federal net operating loss carryforwards of $15,516,167 of which $13,804,260 do not expire and of which $1,711,907

expire in 2034 through 2037 (if not utilized before then) and state net operating loss carryforwards of $1,106,340 that expire in 2037

through 2038 (if not utilized before then).

Additionally, we had federal general business tax credit carryforwards of $673,233 that expire

in 2027 through 2042 (if not utilized before then) and state tax credit carryforwards of $791,397 that expire in 2023 through 2042 (if

not utilized before then).

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.

related to the termination of our interest rate swap agreements were recorded during the first quarter of 2020.

No subsequent adjustments

were recorded.

ImmuCell Corporation

animal health

Product Sales

EXPENSES, NET

(income) expenses net, consisted of the following:

the Years Ended

(gain) on disposal of property, plant and equipment

expenses, net

(1) Interest expense includes amortization of debt issuance and debt discount costs of $ 22,619 and $ 7,658 during the years ended December 31, 2023 or 2022, respectively.

(2) The insurance recovery income resulted from insurance benefit proceeds paid to us under our business interruption policy related to the product contamination losses and a recovery from a vendor’s policy related to an equipment malfunction.

Notes to Audited Financial Statements (continued)

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.

income tax expense aggregated $ 4,627 and $ 7,672 (amounting to less than 1 % of our loss before income taxes) during the years ended December

31, 2023 and 2022, respectively.

As of December 31, 2023, we had federal net operating loss carryforwards of $ 17,759,519 of which $ 16,047,612

do not expire and of which $ 1,711,907 expire in 2034 through 2037 (if not utilized before then) and state net operating loss carryforwards

of $ 4,681,644 that expire in 2037 through 2038 (if not utilized before then).

Additionally, we had federal general business tax credit

carryforwards of $ 726,474 that expire in 2027 through 2042 (if not utilized before then) and state tax credit carryforwards of $ 775,473

that expire in 2024 through 2042 (if not utilized before then).

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 .

operating loss carryforwards, credits, and other tax attributes are subject to review and possible adjustment by the Internal Revenue

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.

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 audited

financial statements.

The income tax provision consisted of the following:

During the Years Ended December 31,

Current subtotal

Deferred subtotal, gross

Valuation allowance

Deferred subtotal, net

Income tax expense

The actual income tax expense differs from the expected tax computed

by applying the U.S.

federal corporate tax rate of 21 % to the loss before income taxes during the years ended December 31, 2022 and 2021

respectively, as follows:

During the Years Ended December 31,

Computed expected income tax expense rate

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 audited financial statements.

income tax provision consisted of the following:

the Years Ended

( 1,179,474 )

State income taxes, net of federal expense

Share-based compensation

Valuation allowance

Income tax expense/rate

The significant components of our deferred tax assets,

net, consisted of the following:

As of December 31,

Property, plant and equipment

subtotal, gross

( 1,325,276 )

subtotal, net

actual income tax expense differs from the expected tax computed by applying the U.S.

federal corporate tax rate of 21 % to the loss before

income taxes during the years ended December 31, 2023 and 2022 respectively, as follows:

the Years Ended December 31,

expected income tax expense rate

$ ( 1,211,694 )

Federal general business tax credits

Federal net operating loss carryforwards

State tax credits and net operating loss carryforwards

$ ( 522,088 )

income taxes, net of federal expense

tax expense/rate

Notes to Audited Financial Statements (continued)

significant components of our deferred tax assets, net, consisted of the following:

of December 31,

plant and equipment

$ ( 2,121,940 )

$ ( 2,530,472 )

general business tax credits

net operating loss carryforwards

tax credits and net operating loss carryforwards

R & D expenditures

Deferred compensation

Prepaid expenses and other

Incentive compensation

Valuation allowance

expenses and other

( 4,034,030 )

( 2,708,754 )

Deferred tax assets, net

ImmuCell Corporation

Notes to Audited Financial Statements (continued)

SEGMENT INFORMATION

Our business operations (being the development,

acquisition, manufacture and sale of products that improve the health and productivity of dairy and beef cattle) are described in Note

Pursuant to Codification Topic 280, Segment Reporting , we operate in the following two reportable business segments:

and ii) Mastitis.

The Scours segment consists of the First Defense ® product line.

The core technology underlying

the Scours segment is derived around polyclonal antibodies.

The Mastitis segment includes our products, CMT and Re-Tain ® .

Re-Tain ® is projected to be the driver of this segment when approved for sale.

The core technology underlying the

Mastitis segment is derived around 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.

The governing regulatory authority (USDA for First Defense ®

or FDA for Re-Tain ® ) is also a factor in determining our reportable segments.

Management monitors and evaluates

segment performance from sales to net operating income (loss) closely.

tax assets, net

business operations (being the development, acquisition, 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 derived around polyclonal antibodies.

The Mastitis segment includes

our products, CMT and Re-Tain ® .

Re-Tain ® is projected to be the driver of this segment

when approved for sale.

The core technology underlying the Mastitis segment is derived around a bacteriocin called Nisin.

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.

The governing regulatory authority (USDA for First Defense ® or FDA for Re-Tain ® ) is also

a factor 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

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.

chief operating decision-maker is our President and CEO.

During the Year Ended December 31, 2022

Product sales

Costs of goods sold

Product development expenses

Sales and marketing expenses

Administrative expenses

Operating expenses

NET OPERATING INCOME (LOSS)

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

the Year Ended December 31, 2023

of goods sold

development expenses

and marketing expenses

Administrative

OPERATING INCOME (LOSS)

$ ( 4,854,542 )

1 unchanged sentence

$ ( 5,748,078 )

During the Year Ended December 31, 2021

Product sales

Costs of goods sold

Product development expenses

Sales and marketing expenses

Administrative expenses

Operating expenses

NET OPERATING INCOME (LOSS)

the Year Ended December 31, 2022

of goods sold

development expenses

and marketing expenses

Administrative

OPERATING INCOME (LOSS)

$ ( 5,617,817 )

$ ( 2,400,614 )

Total Assets as of December 31, 2022

Total Assets as of December 31, 2021

Depreciation and amortization expense during the year ended

December 31, 2022

Depreciation and amortization expense during the year ended

December 31, 2021

Capital Expenditures during the year ended December 31, 2022

Capital Expenditures during the year ended December 31, 2021

ImmuCell Corporation

$ ( 2,298,943 )

Notes to Audited Financial Statements (continued)

RELATED PARTY TRANSACTIONS

Tomsche (Chair of our Board of Directors) is a controlling

owner of Leedstone Inc., a domestic distributor of ImmuCell products (the First Defense ® product line and CMT ),

and of J-t Enterprises of Melrose, Inc., an exporter.

His affiliated companies purchased $ 587,677 and $ 651,424 of products from us during

the years ended December 31, 2022 and 2021, respectively, all on terms consistent with those offered to other distributors of similar

Our accounts receivable (subject to standard and customary payment terms) due from these affiliated companies aggregated $ 46,426

Assets as of December 31, 2023

Total Assets as

of December 31, 2022

and amortization expense during the year ended December 31, 2023

and amortization expense during the year ended December 31, 2022

Expenditures during the year ended December 31, 2023

Expenditures during the year ended December 31, 2022

PARTY TRANSACTIONS

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 $ 231,405 and $ 587,677 of products from us

during the years ended December 2023 and 2022, respectively, all on terms consistent with those offered to other distributors of similar

Our accounts receivable (subject to standard and customary payment terms) due from this affiliated company aggregated $ 42,507

and $ 46,426 as of December 31, 2023 and 2022, respectively.

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

$ 159,058 and $ 139,401 into the Plan for the years ended December 31, 2022 and 2021, respectively.

SUBSEQUENT EVENTS

We have evaluated subsequent events through the

time of filing on the date we have issued this Annual Report on Form 10-K.

Except for the contamination event and the bank debt covenant

waiver discussed below, there were no material, reportable subsequent events.

Subsequent to year end, our standard in-process quality

control testing detected a contamination event in our production process.

In response, we have temporarily slowed down production during

the first quarter of 2023 to investigate the root cause and remediate the problem.

We anticipate this slowdown will reduce sales during

the first quarter of 2023 to between approximately $3,200,000 and $3,400,000.

Due to the resulting loss in gross margin caused by the

reduced sales level, we have decided to defer, for the time being, certain capital expenditures.

The related one-time charge to costs

of goods sold during the first quarter of 2023 is expected to be up to approximately $200,000, of which approximately $114,000 worth of

product remains under evaluation.

During the first quarter of 2023, the Debt Service Coverage (DSC) ratio covenant for the year ending

December 31, 2023 was waived by our bank.

Instead, we are required to meet a minimum DSC ratio requirement of 1.35 for the twelve-month

periods ending June 30, 2024, September 30, 2024 and December 31, 2024 and then again annually after that.

ImmuCell Corporation

Pursuant to the requirements of Section 13 or 15(d)

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto

duly authorized.

ImmuCell Corporation

March 29, 2023

/s/ Michael F.

Brigham President, Chief Executive Officer and Principal Financial Officer

POWER OF ATTORNEY

We, the undersigned directors of ImmuCell Corporation,

hereby severally constitute and appoint Michael F.

Brigham our true and lawful attorney-in-fact and agent with full power of substitution

and re-substitution, for us and in our stead, in any and all capacities, to sign any and all amendments to this report and all documents

relating thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and

Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing

necessary or advisable to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby

ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or to be done by

virtue hereof.

Pursuant to the requirements of the Securities Exchange

Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates

/s/ Gloria J.

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

Under this matching plan, we paid $ 178,150 and $ 159,058 into the Plan for the years ended December 31, 2023 and 2022, respectively.

have evaluated subsequent events through the time of filing on the date we have issued this Annual Report on Form 10-K.

As of the time

of filing, there were no material, reportable subsequent events.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

April 1, 2024

Brigham President,

Chief Executive Officer

Principal Financial Officer

the undersigned directors and employees of ImmuCell Corporation, hereby severally constitute and appoint Michael F.

Brigham our true

and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for us and in our stead, in any and all capacities,

to sign any and all amendments to this report and all documents relating thereto, and to file the same, with all exhibits thereto, and

other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full

power and authority to do and perform each and every act and thing necessary or advisable to be done in and about the premises, as fully

to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent,

or his substitute or substitutes, may lawfully do or to be done by virtue hereof.

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

March 29, 2024

/s/ Michael F.

President, Chief Executive Officer

President, Chief Executive

March 29, 2024

Principal Financial Officer and Director

/s/ Bobbi Jo Brockmann

Principal Financial Officer

Vice President of Sales and Marketing and Director

2 unchanged sentences

March 29, 2024

/s/ Steven T.

March 29, 2024

/s/ Elizabeth S.

/s/ Elizabeth

March 29, 2024

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures