What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-03-30 compared with 2025-03-28 · 144 added, 719 removed, 7 unchanged (99% of the section changed)

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

Annual Report on Form 10-K (Annual Report) contains “forward-looking statements” within the meaning of the Private Securities

Litigation Reform Act of 1995, as amended.

Forward-looking statements can be identified by the fact that they do not relate strictly

to historical or current facts and will often include words such as “expects”, “may”, “anticipates”,

“aims”, “intends”, “would”, “could”, “should”, “will”, “plans”,

“believes”, “estimates”, “targets”, “projects”, “forecasts”, “seeks”

and similar words and expressions.

Such statements include, but are not limited to, any forward-looking statements relating to:

goals and strategies for our business;

projections of future financial or operational performance;

the timing and outcome of pending

or anticipated applications for regulatory approvals and pending or anticipated regulatory inspections of our facilities and those of

our contract manufacturers;

future demand for our products;

future adoption of Re-Tain ® by dairy producers;

in acceptance of our First Defense ® product line by dairy and beef producers;

the impact of international disputes

(including Russia’s invasion of Ukraine and unrest in the Middle East) on the world economy including inflation and

the price and availability of grain and oil;

the impact of the global supply-chain disruptions on our ability to obtain, in a timely

and cost-effective fashion, all the supplies and components we need to produce our products;

the impact of inflation and rising interest

rates on our operating expenses and financial results;

the scope and timing of ongoing and future product development work and commercialization

of our products;

future costs of product development efforts;

future incidence rates of subclinical mastitis and producers’ level

of interest in treating subclinical mastitis;

the expected efficacy of new products;

estimates about the market size for our products;

future market share of and revenue generated by current products and products still in development;

our ability to increase production

output and reduce costs of goods sold per unit;

the adequacy of our own manufacturing facilities or those of third parties with which

we have contractual relationships to meet demand for our products on a timely basis;

the impacts of backlogs on customer relationships;

the efficacy of our contamination remediation efforts;

whether or not we will experience future contamination events;

the anticipated

costs of (or time to complete) planned expansions of our manufacturing facilities and the adequacy of our funds available for these projects;

the robustness of our manufacturing processes to meet future demand and related technical issues;

estimates about our future production

capacity, efficiency and yield;

the salability of products currently held in inventory pending regulatory approval;

future regulatory

requirements relating to our products;

future expense ratios and margins;

the future consequences and effectiveness of our investments

in our business;

future compliance with, or waivers of, bank debt covenants;

anticipated changes in our manufacturing capabilities and

efficiencies;

our future effectiveness in competing against competitors within both our existing and our anticipated product markets;

projections about depreciation expense and its impact on income for book and tax return purposes;

and any other statements that are not

historical facts.

These statements are intended to provide management’s current expectation of future events as of the date of

this earnings release, are based on management’s estimates, projections, beliefs and assumptions as of the date hereof;

not guarantees of future performance.

Such statements involve known and unknown risks and uncertainties that may cause the Company’s

actual results, financial or operational performance or achievements to be materially different from those expressed or implied by these

forward-looking statements, including, but not limited to, those risks and uncertainties relating to:

difficulties or delays in development,

testing, regulatory approval, production and marketing of our products (including the First Defense ® product line

and Re-Tain ® ), competition within our anticipated product markets, customer acceptance of our new and existing

products, product performance, alignment between our manufacturing resources and product demand (including the consequences of backlogs),

uncertainty associated with the timing and volume of customer orders as we come out of a prolonged backlog, adverse impacts of supply

chain disruptions on our operations and customer and supplier relationships, commercial and operational risks relating to our current

and planned expansion of production capacity, and other risks and uncertainties detailed from time to time in filings we make with the

Securities and Exchange Commission (SEC), including our Quarterly Reports on Form 10-Q, our Annual Reports on Form 10-K and our Current

Reports on Form 8-K.

Such statements involve risks and uncertainties and are based on our current expectations, but actual results may

differ materially due to various factors, including the risk factors summarized under PART II:

OTHER INFORMATION, ITEM 1A-RISK FACTORS

and uncertainties otherwise referred to in this Annual Report.

In addition, there can be no assurance that future risks, uncertainties

or developments affecting us will be those that we anticipate.

We undertake no obligation to update any forward-looking statement, whether

written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

TO ITEM 1 – BUSINESS:

Capacity Increase and Product Contamination

Health Products

- Competition

- Intellectual

Corporation was founded in 1982 and completed an initial public offering of common stock in 1987.

After achieving approval from the Center

for Veterinary Biologics, U.S.

Department of Agriculture (USDA) to sell First Defense ® in 1991, we focused most

of our efforts during the 1990’s on attempting to develop human product applications of the underlying milk protein purification

Beginning in 1999, we re-focused our business strategy on the First Defense ® product line.

the dairy and beef industries’ purpose to produce nutritious, protein-rich food efficiently while ensuring food quality and safety.

Our products help address the growing human health concerns through reduced use of antibiotics in food-producing animals.

We have experienced

significant growth in sales of our First Defense ® product line, a product that provides significant Immediate

Immunity™ to newborn dairy and beef livestock.

believe that our purified Nisin treatment for subclinical mastitis in lactating dairy cows ( Re-Tain ® ) could revolutionize

the way that farmers treat mastitis, the single most significant cause of economic loss to the dairy industry.

Full commercial sales

of this product cannot be made without prior approval of our New Animal Drug Application (NADA) by the Center for Veterinary Medicine,

Food and Drug Administration (FDA).

We have achieved FDA approval for four out of five of the significant Technical Sections required

for product approval.

We are now awaiting FDA action on our fourth submission of the fifth and final Technical Section, which we submitted

in January of 2025.

At the same time, we are initiating Investigational Product use of this product, as discussed in more detail later

in this Annual Report.

are making ongoing efforts to maintain compliance with current Good Manufacturing Practice (cGMP) regulations in all of our manufacturing

operations, which requires a sustained investment but further enhances the quality of all of our products and our operating efficiency.

We continue to invest in personnel, equipment and facility modifications to increase the efficiency and quality of our operations.

the past nine years, we funded our operations, constructed an FDA-regulated Drug Substance (DS) manufacturing facility for Re-Tain ®

and invested capital to increase our production capacity for the First Defense ® product line.

From the first

quarter of 2016 through the second quarter of 2021, we issued an aggregate of 4,553,017 shares of common stock, raising gross proceeds

of approximately $26.7 million in six separate transactions.

During 2024, we issued an aggregate of 1,228,227 shares of common stock,

raising gross proceeds of approximately $4.6 million, through our At-The-Market (ATM) Offering.

In order to minimize the dilutive effects

of these transactions on our existing stockholders, we chose not to issue any form of convertible or preferred securities and issued

these common shares without any warrants.

Net of debt issuance and debt discount costs, we had approximately $10.5 million in outstanding

debt as of December 31, 2024 compared to approximately $3.2 million as of December 31, 2015.

This increase in equity and debt capital

has been, and is being, used to increase the production capacity for the First Defense ® product line and to complete

the development of Re-Tain ® without relying on funding from a partner or licensee, thereby keeping control over

all product rights and future revenues.

During this time, our total assets have increased to $45.1 million as of December 31, 2024 from

$14.6 million as of December 31, 2015, and our stockholders’ equity has increased to $27.5 million as of December 31, 2024 from

$10.6 million as of December 31, 2015.

This represents a 209%, or $30.5 million, increase in total assets and a 159%, or $16.9 million,

increase in stockholders’ equity over this nine-year period.

Capacity Increase and Product Contamination

2019, we began a series of investments to increase our production capacity for the First Defense ® product line

to $30 million or more per year.

The facility expansions and new equipment needed to increase production capacity were in place by the

Around the end of the third quarter of 2022, as this increased production capacity was coming online, we detected a product

contamination event that required us to scrap significant inventory.

We took immediate steps to address the contamination, and production

ran without issue during the balance of the fourth quarter of 2022.

Then during the first quarter of 2023, we detected a second contamination

We slowed down our production output to take the necessary steps to assess and remediate the issues and perform a deep sanitization

of our facilities and process equipment.

After several months of processing without further contamination, we experienced a third contamination

event during the third quarter of 2023.

Scrapped product from contamination events and other production process losses resulted in a

total charge to costs of goods sold of approximately $407,000 and $527,000 during 2024 and 2023, respectively.

We have been operating

without any new contamination events since April of 2024.

was relatively simple to run at lower production capacities for the 30 years between 1991 (the original USDA approval of First Defense ® )

We believe that the contamination events we suffered between 2022 and 2024 stemmed from us processing more milk (colostrum)

from more farms than ever before in order to increase production output and meet increasing customer demand.

We believe that we now have

significantly improved processes and controls in place to better support large-scale production from our raw material source farms through

liquid processing.

Our most important customer-focused objectives going forward are to fulfill the backlog of orders and then resume

being a reliable supplier of a very effective product to the dairy and beef calf markets.

Once achieved, our goal is to continue to expand

our penetration of the beef market and less price sensitive dairies with Tri-Shield ® , while simultaneously launching

a lower-cost spray-dried product without USDA claims, targeting more price sensitive large calf ranches and dairies.

Overall, our goal

is to continue to grow sales and differentiate our brands in both the beef and dairy markets.

Health Products

First Defense ® product line is manufactured from hyperimmunized cows’ colostrum (the antibody rich milk that

a cow produces immediately after giving birth) utilizing our proprietary vaccine and milk protein purification technologies.

Defense ® product line provides bovine antibodies that newborn calves need but are unable to produce on their own immediately

The target disease, calf scours (bovine enteritis), causes diarrhea and dehydration in newborn calves and often leads to

serious sickness and even death.

The First Defense ® product line is the only USDA-licensed, orally

delivered scours preventive product on the market for calves with claims against three leading causes of scours.

A single dose of our

product provides a measured level of protection proven to reduce mortality and morbidity.

Our pre-formed antibody products provide Immediate

Immunity™ during the first few critical weeks of life when calves need this protection most.

Studies have shown that calves

with scours are more susceptible to other diseases later in life and under-perform calves that do not contract scours.

The direct, two-part

mode-of-action of the First Defense ® product line delivers specific immunoglobulins at the gut level to immediately

protect against disease, while also providing additional antibodies that are absorbed into the bloodstream.

These circulating antibodies

function like a natural timed-release mechanism, as they are re-secreted into the gut later to provide extended protection.

Defense ® product line is convenient to use.

A calf needs to receive only one dose of First Defense ®

within the first twelve hours after birth.

Our capsule format of this product, which requires no mixing, is stored at room temperature,

while the gel tube formats of this product require refrigeration in accordance with product label indications.

We are the market leader

(in terms of both unit volume and dollar sales) when compared to other calf-level scours preventatives and have greater market potential

as we gain market share from the dam-level (pre-calving scour vaccines) competitors.

The third quarter of 2024 marked the 33 rd

anniversary of the original USDA approval of this product in 1991.

During the fourth quarter of 2024, our cumulative sales of First

Defense ® since inception passed 36 million doses.

product line extension, Tri-Shield First Defense ® , is the first calf-level, passive antibody product on

the market with USDA-approved disease claims providing Immediate Immunity™ against each of the three leading causes of calf

ITEM 1 — BUSINESS

ImmuCell Corporation, founded in 1982 and a SEC-registered public company since 1987, is an animal health biologics company focused on the development, manufacture, and commercialization of products intended to improve the survivability, health, and long-term performance of neonatal dairy and beef calves.

The Company's practical, science-based solutions help prevent calf scours, one of the most prevalent diseases in neonatal calves worldwide that accounts for 30-40% of pre-weaning mortality in many production systems.

The Company’s primary product line, First Defense ® , utilizes hyperimmunized bovine colostrum to provide pathogen-specific antibodies and other bioactive components.

First Defense ® is designed to provide Immediate Immunity™ through orally delivered antibodies against the principal viral and bacterial causes of neonatal calf diarrhea (scours), including Escherichia coli (E.coli) , bovine coronavirus, and bovine rotavirus.

First Defense ® is administered at, or soon after, birth in multiple formats, including single-dose boluses, gel formulations delivered by syringe, and multi-dose powder configurations.

In the United States, First Defense ® products are regulated as veterinary biologics by the U.S.

Department of Agriculture’s Center for Veterinary Biologics under the Virus-Serum-Toxin Act.

In Canada, products are regulated by the Canadian Food Inspection Agency and in other countries, the products are regulated by similar agencies.

Certain product formats are marketed as feed supplements regulated by the U.S.

Food and Drug Administration under the Federal Food, Drug, and Cosmetic Act.

The Company’s manufacturing processes include proprietary vaccine development, dairy herd hyperimmunization management, colostrum sourcing and qualification, antibody concentration and purification processes, blending, fill-finish operations, and final product testing and release.

The Company uses third parties to manufacture certain product formats.

Products are marketed through the Company’s commercial sales organization in collaboration with a network of international, national and regional animal health distributors.

Key Highlights and Developments in the Year Ended December 31, 2025

We grew our manufacturing capacity from approximately 3 million manufactured units during the year ended December 31, 2023 to 4.1 million manufactured units during the year ended December 31, 2024, and 4.6 million manufactured units during the year ended December 31, 2025.

Our current business strategy calls for us to further increase our manufacturing capacity in the future.

We grew product sales by 4.3% during the year ended December 31, 2025 compared to the year ended December 31, 2024, and improved gross margin from 30% to 41% of product sales, including a non-cash write off of certain inventories equal to approximately 2.4% of full-year product sales.

In December 2025, we announced our strategy to focus on First Defense ® and paused further investment in manufacturing Re-Tain ® , to allow us to focus on the scours market opportunity.

Re-Tain ® , an innovative new treatment for subclinical mastitis, was a product development initiative that the Company had pursued for some time.

As a result of this decision, we recognized a $2.7 million non-cash impairment charge related to property, plant and equipment.

During 2025, we hired a new President and Chief Executive Officer, created and filled a Chief Financial Officer position, and eliminated the Vice President of Operations role.

ImmuCell Corporation

ImmuCell's scours solutions serve the calf health market, which includes commercial dairy operations, specialized calf ranches, and beef producers managing newborn calves during the first weeks of life.

The number of calves using scours preventatives is increasing, creating an attractive double-digit growth market that is driven by the rising values of calves and increased awareness of scours solutions.

Based on market data we acquire from a market leading animal health data provider, spend on biological scours preventative was more than $90 million in 2025, an increase of approximately 14% from 2024, representing a cumulative average growth rate of 6.9% since 2021.

The Company's strategy is to focus on building it's First Defense ® franchise in the large, attractive and growing scours and calf health markets.

Specifically, the Company plans to (1) increase the share of calves in the U.S.

using our products through more frequent and intensive customer outreach, by expanding its commercial team;

(2) drive international growth with entry into new international markets, by adding an experienced international market development leader to the commercial team;

(3) innovate in the First Defense ® franchise, by adding attractive product features and extensions to the portfolio;

and (4) increase manufacturing capacity ahead of demand, by improving yields and investing in major capacity expansion leveraging former Re-Tain ® assets.

The First Defense ® product line is manufactured from hyperimmunized bovine colostrum using proprietary vaccination and milk protein purification technologies.

These products deliver pathogen-specific antibodies that newborn calves cannot produce on their own immediately after birth, providing Immediate Immunity™ against the leading causes of neonatal calf scours (bovine enteritis), a disease that causes diarrhea, dehydration, illness and death in young calves.

Our single-dose calf-level products, marketed as Dual-Force ® and Tri-Shield ® are the only USDA-licensed, orally delivered scours preventives delivering a guaranteed dose of pathogen-specific antibodies.

Dual-Force ® products are labeled with claims against E.

coli and coronavirus, while Tri-Shield ® is labeled to protect against E.

coli , coronavirus, and rotavirus.

This product achieved USDA approval during the fourth quarter of 2017 and was listed

with the Organic Materials Research Institute (OMRI) during the first quarter of 2019, which means it can be used on organic farms.

combines the E.

coli and coronavirus antibodies contained in our bivalent product with rotavirus antibodies in a single-dose gel

tube delivery format.

This unique breadth of claims further differentiates our product from calf-level competitive products on the market

that contain only one or two of these label claims.

The unique virus-like particle (VLP) technology that is used in our production process

increases rotavirus titers in colostrum to a level much greater than traditional vaccine technology can.

Because it is possible that

some farms may not have (or do not perceive to have) a rotavirus problem, we are continuing to sell the bivalent formats of the First

Defense ® product line as options for customers.

First Defense ® product line continues to benefit from wide acceptance by dairy and beef producers as an effective

tool to prevent scours in newborn calves, which is the leading cause of death in preweaned calves.

Our Beyond Vaccination ®

marketing campaign focuses on providing antibodies without vaccination.

A 100% vaccine protection rate is biologically impossible.

The First Defense ® product line removes the variability associated with a scour vaccine response and instead provides

a measured level of pre-formed antibodies, protecting each calf with an equal level of scours protection.

There is a strong link between

how we sell our product and the challenges we face in producing it.

We know better than most how variable a cow’s response is to

We see this in every batch of First Defense ® that we produce.

The value in First Defense ®

is that we adjust for this variability by standardizing the antibody content, as needed, so the newborn is given a steady,

equal level of protection with each dose.

This technology removes a producer’s reliance on variable vaccine responses to generate

passive antibody protection and instead protects every calf equally with a measured dose of Immediate Immunity™ .

newborn calves from becoming sick helps them to reach their genetic potential and reduces the need to use treatment antibiotics later

Plus, an effectively treated calf is much less likely to require expensive antibiotic treatments or build antibiotic resistance.

We are the only manufacturer within the scour prevention space offering polyclonal multi-pathogen antibodies.

The market is learning

that the best preventative for scours may not be a vaccine, and we are continuing to educate the market about the health benefits of

a measured dose of pre-formed antibodies.

Historically,

the most common tool to help combat scours has been to vaccinate the mother cow (dam) with a scours vaccine and deliver the antibodies

that she produces in her milk to the newborn.

It is generally believed that only 80% of animals respond to a vaccine, which could leave

about 20% of calves unprotected.

We believe that the variability in a cow’s immune response to vaccines creates a sales opportunity

for our product.

Additionally, our research suggests that treatment protocols for dam-level scours vaccine programs are not always followed,

leaving even more calves compromised.

We are competing effectively against these dam-level vaccine products.

Our marketing campaign,

Beyond Vaccination ® , emphasizes that by delivering Immediate Immunity™

directly to the calf via the First Defense ® product line, producers can reduce

stress-causing injections to the cow.

Reliance on a dam-level scours vaccine requires that money be spent before it is known whether

the cow is carrying a viable, valued calf.

With the First Defense ® product

line, that investment can be targeted to the calves that are most critical to the operation.

This, in turn, can free up space in the

cow’s vaccination schedule to improve her immune response to vaccines that are critical to her health.

Defense Technology ® is a unique colostrum concentrate that is processed utilizing our proprietary colostrum (first

milk) protein purification methods, for the nutritional and feed supplement markets without the claims of our USDA-licensed product.

We are working to expand this product category to include a spray-dried, bulk powder format.

During 2012, we initiated a limited launch

of a gel tube delivery format of our First Defense Technology ® in a gel solution.

We achieved USDA claims for this

product format during the fourth quarter of 2018 and Canadian approval during the first quarter of 2019, and it is now being sold as

Dual-Force First Defense ® .

We are selling the same concentrated whey proteins in a bulk powder format (no capsule),

which is delivered with a scoop and mixed with colostrum for feeding to calves.

We are working to achieve USDA claims for this product

During 2011, Milk Products, LLC of Chilton, Wisconsin launched commercial sales of their product, Ultra Start ®

150 Plus and certain similar private label products, which are colostrum replacers with First Defense Technology ® Inside .

2001, we began to offer our own, internally developed California Mastitis Test (CMT) .

CMT is most often used as a quick

on-farm diagnostic to determine which quarter of the udder is mastitic.

This test can be performed at cow-side for early detection of

CMT products are also made by other manufacturers and are readily available to the dairy producer.

believe that the long-term growth in sales of the First Defense ® product line may reflect, at least in part, the

success of our strategic decision to invest in additional sales and marketing efforts to help us introduce the expanding First Defense ®

product line to new customers.

Our communications campaign continues to emphasize how the unique ability of the First Defense ®

product line to provide Immediate Immunity™ generates a dependable and competitive return on investment for dairy

and beef producers.

Our sales and marketing team consists of one vice president, one commercial leader of stakeholder engagement, one

director of marketing and six regional sales managers.

The First Defense ® product line and CMT are sold

primarily through major animal health distributors who, in turn, sell to veterinary clinics, fleet stores and direct to farms.

and marketing team has proven to be a worthy investment, validating that our message resonates well with customers.

Now that our increased

production capacity is in place, we are more actively marketing to the beef market and pursuing new international territories.

We anticipate

being able to escalate our growth curve after we recover from the brand damage that can come with an extended duration of short supply.

of the First Defense ® product line are normally seasonal, with higher sales expected during the first quarter,

largely driven by the beef calving season, which runs primarily from January to April, unlike the dairy industry in which operations

generally calve year round.

Warm and dry weather reduces the producer’s perception of the need for a disease preventative product

like the First Defense ® product line.

However, heat stress on calves caused by extremely hot summer

weather and cold stress during the winter months can increase the incidence of scours.

Other competition for resources that dairy producers

allocate to their calf enterprises has been increased by the many new products (principally feed supplements) that have been introduced

to the calf market.

estimate that the total U.S.

market for scours preventative products (including sales of our product) that are given to newborn calves

(the calf-level market) is approximately $31.1 million per year.

With the additional claim for our new product ( Tri-Shield First Defense ® )

against rotavirus, we are now also competing against the dam-level vaccine products that are given to the mother cow to increase the

antibody level against specific scours-causing pathogens in the colostrum that she produces for her newborn.

We estimate that the dam-level

product category covers approximately twice as many calves as the calf-level product segment reaches.

We estimate that the total domestic

addressable market (both calf and dam levels) is approximately $81.8 million per year.

on market share information that we purchase from the leading source of this data for the animal health sector, we believe that we are

gaining market share in the United States year after year, but we also believe that these gains have been limited by our short supply

of product to the market in recent years.

We aim to continue these market share gains in both the dairy and beef segments.

of the dairy and beef market (calculated on the basis of calves treated) of the scour preventative products administered at the calf-level

was approximately:

share of the dairy and beef market (calculated on the basis of calves treated) of both products administered at the calf-level and vaccines

administered to the dam prior to calving (adjusting for two doses of dam-level scour vaccines required for primary vaccination of first-calf

heifers) was approximately:

continue our efforts to grow sales of the First Defense ® product line in North America, where there are approximately

37.3 million dairy and beef cows in the United States and approximately 4.4 million dairy and beef cows in Canada.

We believe that significant

market opportunities exist in other international territories.

The majority of our international sales are to Canada.

We price our products

To the extent that the value of the dollar declines with respect to any other currency, our competitive position may

Conversely, an increase in the value of the dollar in any country in which we sell products may have the effect of increasing

the local price of our products, thereby leading to a potential reduction in demand.

Generally, our international sales have been generated

through relationships with in-country distributors that have knowledge of the local regulatory and marketing requirements.

We are implementing

our plan to expand the number of countries to which our First Defense ® product line is approved for export.

it is our intent to be the holder of these product registrations for each country rather than rely on distribution partners to gain and

hold these registrations.

This is a long regulatory process but allows us to maximize the use of our product label claims.

Industry practices,

economic conditions, cause of disease, distribution channels and regulatory requirements may differ in these international markets from

what we experience in North America, potentially making it more difficult or costly for us to generate and sustain sales volumes at profitable

margins in these markets.

introduced First Defense ® into South Korea in 2005 through Medexx Co., Ltd of Gyeonggi-do, Korea and its equivalent

into Japan in 2007 through NYS Co., Ltd of Iwate, Japan.

We are working with Medexx to expand our business in South Korea to include

the registration of Tri-Shield First Defense ® .

The business in Japan is currently not active, but we are working

to resume sales in this territory.

We entered into distribution contracts covering certain Middle Eastern countries with Triplest for

Drugs and Trade of Madaba, Jordan during the first quarter of 2017 and covering Iran with Senikco, LLC of Laguna Niguel, California during

the fourth quarter of 2016.

We are investigating the requirements to sell the First Defense ® product line in Mexico,

Pakistan and India.

Re-Tain ® , we are working to expand our product portfolio to include this intramammary infusion for the treatment

of subclinical mastitis in lactating dairy cows.

Mastitis is inflammation of the mammary gland typically associated with a bacterial

It is estimated to cost the U.S.

dairy industry approximately $2 billion in economic harm per year.

It is the most costly

and common disease affecting the dairy industry.

This illness is categorized as either clinical mastitis or subclinical mastitis.

mastitis infections cause visibly abnormal milk which cannot be sold.

On the other hand, subclinical mastitis infections do not

cause any visible changes in milk or udder appearance, making it difficult to detect.

Most mastitis cases treated today are those that

reach the clinical stage even though it is understood that clinical cases are only the tip of the mastitis iceberg.

Milk from cows with

subclinical mastitis can still be sold if not treated with traditional antibiotics.

Milk from cows treated with traditional antibiotics

must be discarded for the duration of the treatment and for 1.5 to 4 days after the last treatment, depending on the antibiotic that

The cost of that milk discard along with the stress and risk in moving the cow to the hospital pen is thought to be a primary

reason more subclinical mastitis cases are not treated today.

However, the cascade of negative events triggered by subclinical mastitis

for both the dairy producer and the milk processor are significant.

These include lower milk production (some have estimated approximately

1,500 pounds of lost milk, or about $270 at $18.00 per hundredweight per infected cow per lactation), higher rates of clinical mastitis,

lower conception rates, increased abortions, increased cull rates, reduced or foregone milk quality premiums, shorter shelf life for

fluid milk, and both lower yields and less flavor for cheese.

Cows with subclinical mastitis maintain a reservoir of infection within

the herd and increase exposure of healthy cows to contagious pathogens.

Subclinical mastitis also increases the risk of various quality

defects on a variety of final dairy products.

active ingredient in Re-Tain ® is pharmaceutical-grade Nisin A.

FDA approval for this drug would establish an entirely

new class of anti-infective that is different from those currently available to treat mastitis.

This new class, called bacteriocins,

are anti-microbial polypeptides with no resistance risk for human health.

Bacteriocins selectively target Gram+ bacteria, the same bacteria

that commonly cause mastitis.

We expect Re-Tain ® will be the first FDA-approved intramammary treatment for subclinical

mastitis without an FDA-required milk discard or pre-slaughter withdrawal period.

This gives us the opportunity to revolutionize the

way mastitis is treated, since Re-Tain ® is specifically designed to treat ahead of clinical signs without an FDA-required

milk discard or pre-slaughter withdrawal period.

As a result, we believe that our product can help cows reach their peak milk production

and not be sent to the hospital pen.

the big picture, we are introducing an entirely new class of socially-responsible antimicrobials as an animal drug, a bacteriocin, that

does not promote resistance against antibiotics used in human medicine.

As the great NHL hockey player, Wayne Gretzky, is known to have

said, “I skate to where the puck is going to be, not where it has been.” This is motivational to us.

We believe our product

fits very well with where the industry is going to be in the coming years.

Sustainability objectives of the industry require that less

antibiotics be used in food producing animals, yet a new product to treat mastitis has not been developed in years (other than new formulations

of the same old stuff).

The over-use of antibiotics that are medically important to human healthcare is a growing concern of our society

and an active issue with the FDA, largely because of the growing evidence that this over-use contributes to antibiotic resistance.

industry could keep treating this very significant disease with traditional antibiotics, but it takes innovation to bring a bacteriocin

like Nisin to market.

We believe that societal animal welfare objectives will place increased pressure on the industry to treat cows

with subclinical infections rather than ignore them and leave them sick.

Nisin is a naturally occurring bacteriocin that is not used in human medicines, it could alleviate some of the social and public health

concerns that the widespread use of antibiotics encourages the growth of antibiotic-resistant bacteria.

For example, there is a fear

that the possible overuse of antibiotics in livestock undermines the effectiveness of these drugs to combat human illnesses and contributes

to a rising number of life-threatening human infections from antibiotic-resistant bacteria, commonly known as “superbugs”.

The FDA has expressed a commitment to addressing this public health risk.

Citing concerns about untreatable, life-threatening infections

in humans, new FDA and European regulations are aimed at restricting the use of antibiotics (such as penicillin and cephalosporins) in

food animals and at improving milk quality.

By reducing the risk of antibiotic residues and slowing the development of antibiotic-resistant

organisms, we believe that we can improve food quality and preserve medically important antibiotics for human disease treatment.

current environment is favorable to the introduction of our new product as an alternative to traditional antibiotics.

We believe that

this changing environment of new regulations and public opinion supports the value of our ongoing development and commercialization efforts

for Re-Tain ® .

Additionally, we believe that the use of our First Defense ® product line is

consistent with this trend of reducing the use of antibiotics because the prevention of calf scours early in life with our purified colostrum

antibodies can reduce the need to use treatment antibiotics later in a calf’s life.

estimate that the approximate cost to the U.S.

dairy industry of discarded milk associated with the use of traditional antibiotic products

currently on the market may be around $300 million per year.

These high milk discard costs associated with traditional antibiotic treatments

lead producers to only treat mastitis after clinical signs develop.

The Re-Tain ® label will be for subclinical

mastitis (not clinical).

Without an FDA-required milk discard or pre-slaughter withdrawal cost, we expect producers to be more motivated

to identify and treat cows at the subclinical stage.

To validate our confidence in the value proposition of our product, we initiated

a stochastic model led by researchers at Michigan State University.

This model simulated the dynamics of subclinical mastitis detected

during the first week of lactation.

The study involved assessing probabilities of events, both production and health related, and their

associated costs using a model grounded in pathogen-specific assumptions drawn from peer-reviewed literature.

The study indicated that

treatment with our product generated a positive economic benefit and was the optimal economic strategy for treating subclinical mastitis

in most herds.

The extent of the economic benefit varies depending on factors such as bacteriological cure rates, parity of the animal

and the cost of Re-Tain ® .

These findings, which were subsequently published in the Journal of Dairy Science in

January of 2024, will guide our pricing strategies.

In addition, we expect that Re-Tain ® will be priced at a premium

to the traditional antibiotic products currently on the market, which are all sold subject to milk discard and pre-slaughter withdrawal

period requirements.

is difficult to accurately estimate the potential size of the subclinical mastitis market because presently this disease is largely left

We believe that approximately 20% to 40% of the U.S.

dairy herd is infected with subclinical mastitis at any given time.

compares to approximately 2% of the U.S.

herd that is thought to be infected with clinical mastitis, where approximately $40 million

per year is spent on drug treatments.

We believe more than this amount is spent on dry cow treatments.

Rarely is an industry revolutionized

Getting producers to change protocols to make subclinical mastitis treatment a standard and routine procedure is going to

take initiative, but we believe producers are eager for something new and better since the FDA has not approved an intramammary treatment

within the last 20 years.

Similar market opportunities are likely to exist outside the United States.

We believe the use of Re-Tain ®

could be expanded, with additional data and regulatory approval, to support treatment late in lactation.

We also believe there

may be a market for Re-Tain ® in small ruminants, where the majority of mastitis cases are caused by strep-like

organisms aligned with our effectiveness data.

on consultations with industry experts and key opinion leaders, we have opted to carefully control the launch of this novel product upon

FDA approval, as we seek to transform the way that mastitis is treated in the dairy industry over the long term, which we refer to as

our “Controlled Launch” strategy.

Our goal is to help early adopters select treatment candidates, develop easy to use protocols,

optimize treatment results and realize a positive return on their investment.

We intend to limit initial distribution of Re-Tain ®

to a level that enables our sales team to select the optimal dairy farms at which to introduce Re-Tain ® and

to limit the initial numbers of participating farms so that the desired levels of support and guidance relating to effective usage of

Re-Tain ® can be provided with our available resources.

Our overarching objective is to minimize the risk of early-stage

unsatisfactory outcomes that could harm the longer-term prospects and market acceptance of Re-Tain ® .

This strategy

is also prudent since our saleable inventory is fixed until an FDA-approved alternative contract manufacturer for aseptic filling is

identified or our own aseptic filling capability is developed and approved by the FDA.

While we are dedicated to increasing our sales

revenue, we must consider the damage a mass market strategy could cause to the long-term value of the product.

We have seen products

sold by much larger companies that were substantially damaged by such failed market launch strategies.

We continue to develop detailed

launch plans, focusing on the readiness of dairy operators to successfully introduce Re-Tain ® to their herds.

believe that these prudent steps, while potentially leading to lower initial Re-Tain ® revenues, may create a smooth

and successful launch and could safeguard the longer-term performance of our investment in Re-Tain ® .

expect the DS production facility that we constructed to have initial annual production capacity sufficient to meet approximately $10

million in sales of Re-Tain ® at current production yields without factoring in potential yield improvements, but

our supply of finished Drug Product (DP) will be limited until we find an alternative aseptic formulation and filling capability, as

discussed above.

This production capacity estimate does not yet reflect any inventory build strategies or ongoing yield improvement initiatives.

We have available space in our existing DS facilities to double the production capacity by installing a second DS equipment train.

decision on whether to use this space for a doubling of the DS production capacity or for in-house aseptic formulation and filling DP

equipment will be made post-approval.

Our objective is to supply initial market launch with product produced at our DS facility and filled

by our contract DP manufacturer.

We are expecting a pause in supply to the market after the Controlled Launch after goods produced by

our contract DP manufacturer are consumed and before we obtain FDA approval of an alternative DP manufacturing option.

Although these

projections are subject to many risks and uncertainties (some of which are detailed in this Annual Report), if executed correctly, we

believe this strategy will lend itself to a more gradual adoption curve but higher and more sustainable sales over the long-term.

16, “Segment Information”, to the accompanying audited financial statements displays a break-out of our financial results

among the following three components of our business:

i) Scours, ii) Mastitis and iii) Other, in order to allow investors to see our

progress with both products.

our anticipated growth in sales of the First Defense ® product line, and as additional resources are dedicated to

production, sales, marketing and technical services, it is our objective to exceed our total product sales of $26.5 million achieved

during the year ended December 31, 2024 as soon as possible.

Our longer-term goal is to exceed $35 million in product sales by approximately

of our product development spending has been focused on the development of Re-Tain ® , our purified Nisin treatment

for subclinical mastitis in lactating cows.

Between 2000 and 2024, we invested an aggregate of approximately $30.2 million in direct

expenditures for the development of this product (excluding depreciation, the capital cost of our DS production facility and overhead

Approximately $2.9 million of this investment was offset by related product licensing revenues and grant income, most of which

was earned from 2001 to 2007.

More recently, we have initiated a preliminary investigation into potential applications

of Nisin for human healthcare, but we do not see a clear commercial path at this time.

2004, we entered into a product development and marketing agreement with Zoetis (formerly Pfizer Animal Health, a division of Pfizer,

Inc.) covering this product.

That company elected to terminate the agreement in 2007.

We believe that this decision was not based on

any unanticipated efficacy or regulatory issues.

Rather, we believe the decision was primarily driven by a marketing concern relating

to their fear that the milk from treated cows could interfere with the manufacture of certain cultured dairy products.

Due to the zero-milk

discard feature, there is a risk that Nisin from the milk of treated cows could interfere with the manufacture of certain (but not all)

commercial cultured dairy products, such as some kinds of cheese and yogurt, if a process tank contains a high enough percentage of milk

from treated cows.

The impact of this potential interference ranges from a delay in the manufacturing process (which does happen at times

for other reasons) to the less likely stopping of a cheese starter culture.

Milk from cows that have been treated with our product that

is sold exclusively for fluid milk products presents no such risk.

We worked with scientists and mastitis experts to conduct a formal

risk assessment to quantify the impact that milk from treated cows may have on cultured dairy products.

This study concluded that the

dilution of milk from treated cows through comingling with milk from untreated cows during normal milk hauling and storage practices

reduces the risk of interference with commercial dairy cultures when the product is used in accordance with the product label.

we believe that such a premium-priced product will be used selectively, which reduces the risk of cheese interference and is consistent

with modern “precision dairying” practices that discourage the indiscriminate use of drug treatments.

Among the measures

that we intend to deploy will be detailed guidance on limiting the portion of a herd that is treated with Re-Tain ®

at any one time in order to avoid concentration levels in the milk that could lead to the rejection of the contents in a cheese tank.

2000, we acquired an exclusive license from Nutrition 21, Inc.

(formerly Applied Microbiology Inc.

or AMBI) to develop and market Nisin-based

products for animal health applications, which allowed us to initiate the development of Re-Tain ® .

paid Nutrition 21 approximately $965,000 to buy out this royalty and milestone-based license to Nisin, thereby acquiring control of the

animal health applications of Nisin.

Nisin is a well characterized substance, having been used in food preservation applications for

over 50 years.

Food-grade Nisin, however, cannot be used in pharmaceutical applications because of its low purity.

Our Nisin technology

includes patented processing and purification methods to achieve pharmaceutical-grade purity.

A much less pure preparation of our active

ingredient, Nisin, is commonly used as a food preservative and has been given “Generally Regarded as Safe” (GRAS) status

We are also investigating potential applications of Nisin for other animal health applications as well as for humans.

Our second most important product development

initiative (in terms of dollars invested and, we believe, potential market impact) has been focused on other improvements, extensions

or additions to our First Defense ® product line.

We anticipate initiating commercial sales of a new spray-dried

format of our First Defense Technology ® in a bulk powder later this year.

During the second quarter of 2009, we

entered into a perpetual, exclusive license with the Baylor College of Medicine covering the underlying rotavirus vaccine technology used

to generate the specific antibodies for use with animals.

We achieved product license approval and initiated market launch of this product,

Tri-Shield First Defense ® , during the fourth quarter of 2017.

During the third quarter of 2018, we obtained approval

from the Canadian Food Inspection Agency to sell Tri-Shield ® in Canada.

We initiated sales in Canada through our

in-country distributor during the fourth quarter of 2019.

We achieved USDA approval of our bivalent gel tube formulation (formerly marketed

as First Defense Technology ® ) during the fourth quarter of 2018 and have re-branded this product format as Dual-Force

When administered within the first 12 hours after birth, a single dose has been proven to reduce calf morbidity and mortality in USDA sanctioned challenge trials.

These products work through a two-part mode of action:

antibodies act locally in the gut to neutralize pathogens while additional antibodies are absorbed into the bloodstream and later re-secreted into the gut to provide extended protection during the calf’s most vulnerable early weeks.

These single-dose formats in either a bolus or gel tube are also listed by the Organic Materials Review Institute (OMRI), allowing their use in certified organic dairy and beef operations.

In addition to these single-dose formats, the Company also offers bulk powder functional feed ingredients marketed as First Defense Technology ® that are also derived from the same hyperimmune colostrum that is used for USDA licensed products.

The functional feed products are designed for incorporation into liquid feeding programs and are used for batch mixing to support groups of calves in larger calf-rearing operations.

These products are not licensed by the USDA and are regulated by the U.S.

Food and Drug Administration under the Federal Food, Drug, and Cosmetic Act.

We also offer a California Mastitis Test (CMT) that is used as a quick on-farm diagnostic to determine which quarter of the udder is mastitic.

Sales and Marketing

ImmuCell competes in a large and growing market for calf health solutions with its First Defense ® product line.

Calf health has become an increasingly dynamic segment of the livestock industry, with calf values rising significantly in recent years due in part to dairy–beef crossbreeding and a limited supply of calves relative to market demand.

Scours is a disease that affects approximately 14–15% of pre-weaning calves and is the leading cause of death during this stage of life.

It is estimated to create up to a $1 billion economic burden in the U.S.

each year through treatment costs, lost performance and mortality.

In the U.S., producers currently spend more than $90 million annually on scours prevention.

Our First Defense ® product line is given to newborn calves (the calf-level market) and also competes with scours preventative products that are given to pregnant mother cows (the dam-level market).

The dam-level vaccine products are given to the mother cow to increase the antibody level against specific scours-causing pathogens in the colostrum that she produces for her newborn.

First Defense ® historically competed mostly in the calf-level market and with the additional claim for our Tri-Shield® product against rotavirus, we now compete against the dam-level vaccines.

We estimate that the dam-level product category covers approximately twice as many calves as the calf-level product segment reaches.

Based on market information that we purchase from a leading source of data for the animal health sector, the Company estimates the number of calves subject to scours preventatives has increased from 13.8 million in 2021 to 14.8 million in 2025, driven by the rapid increase in the value of calves during that period.

We estimate that our First Defense ® product line represents approximately 29% of total market spend in 2025, which is an increase from 24% in 2021.

The Company also estimates that its First Defense ® product line is used to protect approximately 15% of the calves that are on preventative programs, which is an increase from 13% in 2021.

First Defense ® products are priced at approximately 2.5 times those of leading competitors, for reasons discussed below.

We estimate that approximately 55% of U.S.

calves are not yet protected by a biological scours prevention product, representing significant opportunity for expanded adoption of preventative solutions in addition to market share gains from existing alternatives.

This domestic opportunity, combined with continued success addressing the approximately 9.9 million calf market in Canada and expanding our global reach, represents our primary near-term growth focus.

The First Defense ® product line continues to be widely adopted by dairy and beef producers as a tool to help prevent scours in newborn calves, the leading cause of death in pre-weaned calves.

Unlike vaccines, which rely on a biological response that can vary between animals, First Defense ® products provide a measured dose of pre-formed antibodies to deliver Immediate Immunity™ and a consistent level of protection for each calf.

We believe the continued growth of this product line reflects both strong customer acceptance and our ongoing investment in sales and marketing efforts to expand awareness and adoption among dairy and beef producers, highlighting the product line's ability to provide reliable protection and an attractive return on investment.

The First Defense ® product line and CMT are sold primarily through major animal health distributors who, in turn, sell to veterinary clinics, fleet stores and direct to farms.

With increased production capacity in place, we are in a position to more actively market our products to customers including in new international territories.

Sales of the First Defense ® product line are seasonal, with higher sales expected during the first quarter of the calendar year, largely driven by the beef calving season, which runs primarily from January to April, unlike the dairy industry where operations generally calve year-round.

Warm and dry weather conditions may reduce the producers' perceived need for disease prevention products such as the First Defense ® product line.

However, heat stress on calves caused by extremely hot summer weather and cold stress during the winter months can increase the incidence of scours and the need for our products.

ImmuCell Corporation

Product Development

Over the past 25 years, most of our product development spending has been focused on the development of Re-Tain ® , a purified Nisin treatment for subclinical mastitis in lactating cows.

Between 2000 and 2025, we invested an aggregate of approximately $31.4 million in direct expenditures for the development of this product (excluding depreciation and overhead expenses), plus $21.6 million in capital cost for our Re-Tain ® manufacturing facilities.

Approximately $2.9 million of this investment was offset by related product licensing revenues and grant income, most of which was earned from 2001 to 2007.

Approval by the FDA of a New Animal Drug Application (NADA) for Re-Tain® is required before any sales of the product can be initiated.

Since 2014, our strategy had been to manufacture the active ingredient in our own facilities and employ an experienced contract manufacturer for filling the active ingredient into final product in order to limit our capital expenditure and reduce our risk.

As of June 2024, the Company had received Technical Section Complete Letters for safety, efficacy and four of the five required Technical Sections related to our manufacturing processes, and we had expected that completion of the fifth Technical Section related to our outside contract manufacturer would soon follow.

We subsequently learned that the contract manufacturer had again failed an onsite inspection by the FDA, its second in 12 months.

On December 23, 2025, we received an Incomplete Letter for Re-Tain® issued by the FDA, which stated that the sole reason the FDA declined to approve our NADA was that the contract manufacturer had still not met necessary Good Manufacturing Practice requirements.

The Incomplete Letter from the FDA, combined with our contract manufacturer’s refusal to extend their contract beyond March 2026, left us facing a decision on whether to restart our manufacturing section, and thereby commit to investing a large amount of additional expense over multiple years to do so, before obtaining approval for commercial launch of the product.

We decided against this course of action, deciding instead to redeploy most of the manufacturing assets built for Re-Tain® toward expansion of First Defense® capacity.

We intend to complete the Re-Tain ® investigational studies that are underway to assess opportunities for an improved set of claims and then will seek to license the product to interested parties or seek to partner with another organization, depending on the outcome of the studies.

Our Re-Tain ® strategy will not require further capital investment for in-house manufacturing capability, which means we will have increased resources and focus for maximizing the value of our market leading First Defense ® franchise.

First Defense ®

We are currently working to establish USDA claims for our bivalent bulk powder formulation of First

Defense Technology ® .

are also working to expand our product development pipeline of antimicrobials that can be used as alternatives to traditional antibiotics

through expansions of our Nisin technology and yield improvements.

We intend to begin new development projects that are aligned with

our core competencies and market focus.

We also remain interested in acquiring, on suitable terms, other new products and technologies

that fit with our sales focus on the dairy and beef industries when we have adequate cash reserves.

competition in the animal health market includes other biotechnology companies and major animal health companies.

Most, if not all, of

these competitors have substantially greater financial, marketing, manufacturing and human resources and more extensive product development

capabilities than we do.

are several other products on the market (some with claims and some without) that are delivered to newborn calves to prevent scours.

We believe that the First Defense ® product line offers two significant competitive advantages.

First, the First

Defense ® product line is the only calf-level product that provides protection against E.

coli, coronavirus

and rotavirus, three of the leading causes of calf scours.

Second, being derived from colostrum, our product offers Immediate Immunity TM

through antibodies that both function at the gut level and are absorbed into the blood stream for future protection.

of our product can be administered immediately after birth and are not negatively affected by maternal colostrum.

sells a product (Calf-Guard ® ) that competes directly with the First Defense ® product line in preventing

scours via oral delivery to newborn calves.

Their product is a modified-live virus vaccine.

Newborn calves respond poorly to vaccines,

and the immune system must be given time to develop a response to vaccines.

Both our product and Calf-Guard ® carry claims

against coronavirus and rotavirus infections, but this competing product does not carry a claim against E.

coli infections like

our product does.

It is common practice to delay colostrum feeding when dosing a calf with Calf-Guard ® so that the antibodies

in the colostrum do not inactivate this vaccine product.

There is no nutritional or health benefit to withholding milk from newborn calves.

In contrast, we encourage the feeding of four quarts of high quality colostrum immediately after birth when dosing a calf with our product,

which is standard practice for good calf health.

Because the antibodies in our product would likely work to inactivate a modified-live

virus vaccine, rendering it useless or less useful, our product label historically included a precaution that First Defense ®

should not be used within five days of such a vaccine.

During the first quarter of 2015, the USDA granted us permission to

remove this precaution from our label, and we have done so.

We believe that this precaution should be required on the Calf-Guard ®

label to prevent inactivation of that product by First Defense ® antibodies or by colostrum.

Our product is

priced at a premium to Calf-Guard ® .

the fourth quarter of 2016, Merck launched a new competing product into this market space.

This product (BOVILIS ® Coronavirus)

is a modified-live virus intranasal vaccine that carries a claim against coronavirus only.

Around the end of 2019, Elanco Animal Health

gave notice to the market that it had discontinued the manufacture of its competing products, Bovine Ecolizer ® and Bovine

Ecolizer + C20, and subsequently exited the market during the first quarter of 2021.

This product was the smallest of our three significant

calf-level competitors.

compared to the other USDA-approved calf-level scours preventatives, we lead in both sales dollars and calves treated within the U.S.

This product category is comprised of the three primary brands discussed above that are given either orally or intranasally to

newborn dairy and beef calves immediately after birth.

With the rotavirus claim for our product ( Tri-Shield First Defense ® ),

we are now also competing against dam-level vaccine products that are given to the mother cow to increase the antibody level against

scours-causing pathogens in the colostrum that she produces for her newborn.

Those products are sold by Elanco (Scour Bos™), Merck

(Guardian ® ) and Zoetis (ScourGuard ® ).

Despite the best-managed dam vaccine program, colostrum quality is

naturally variable and newborn calves do not always get the antibodies they need from maternal colostrum.

We believe that the measured

dose of antibodies in our product provides more consistent protection than such vaccine products.

would consider any company that sells an antibiotic to treat mastitis, such as Boehringer Ingelheim, Merck Animal Health and Zoetis,

to be among the potential competitors with respect to Re-Tain ® .

We expect the FDA to grant a period of five years

of market exclusivity for our product (meaning the FDA would not grant approval to a second NADA with the same active drug for a period

of five years after the first NADA approval is granted) under Section 512(c)(2)F of the Federal Food, Drug, and Cosmetic Act.

A is produced from our high-yielding, proprietary L.

lactis strain and purified to a high level, providing us with a level of

protection over a competitor that might try to develop a similar product.

may not be aware of competition that we face, or may face in the future, from other companies.

Our competitive position will be highly

influenced by our ability to attract and retain key scientific, manufacturing, managerial and sales and marketing personnel, to develop

and effectively produce and market proprietary technologies and products.

We need to obtain USDA, FDA or foreign approvals for new products

to effectively promote and market our products.

We must have available properly-licensed, efficient and effective raw material and finished

product manufacturing resources to continue to profitably sell our current products.

We currently compete on the basis of product performance,

price, distribution capability and customer support.

We continue to monitor our network of independent distributors to maintain our competitive

own a collection of registered and unregistered intellectual property rights relating to our research, products and processes.

rights include patents, copyrights, trademarks, trade dress, trade secrets, know-how and other intellectual property rights in the United

States and other countries.

We believe the ownership of our intellectual property rights is an important factor in our business and that

our success depends in part on such ownership.

We also rely heavily on the innovative skills, technical competence and marketing abilities

of our personnel.

The Nisin A that is produced from our proprietary strain of L.

lactis is an essential component of our Re-Tain ®

product and related intellectual

We enter into and rely on confidentiality and proprietary rights agreements with our employees, contractors and business partners

to protect our trade secrets, proprietary developments and confidential information.

10,023,617 entitled “Methods and Systems of Producing Pharmaceutical Grade Lantibiotics”, which covers

key, novel and proprietary aspects of our manufacturing process for preparing pharmaceutical-grade Nisin and was issued during the third

quarter of 2018.

In the future, we may file additional patent applications for certain products under development.

There can be no assurance

that patents will be issued with respect to any pending or future applications.

In some cases, we have chosen (and may choose in the

future) not to seek patent protection for certain products or processes.

In those instances, we have sought (and may seek in the future)

to maintain the confidentiality of any relevant intellectual property and other proprietary rights through operational measures and contractual

own numerous trademarks and trade dress that are very important to our business and have several trademark and trade dress registrations

in the United States, Canada and Iran.

With our pivot to a new strategy to focus on First Defense ® , we plan to develop improvements, extensions and additions to our First Defense ® product line.

For example, during the year ended December 31, 2025, we initiated commercial sales of a new spray-dried format of our First Defense Technology ® in a bulk powder.

This product line extension makes use of our existing vaccination and colostrum collection processes and gives us access to a segment of larger-scale operations.

We will pursue an innovation strategy and create a project pipeline based on assessments of market demand, technical feasibility, regulatory requirements, and other criteria.

We also are investing in optimizing our current First Defense ® product manufacturing processes by re-developing or re-designing certain processing steps to improve yields and further improve our productivity.

The Company operates within a calf health market that includes vaccine manufacturers and nutritional supplement providers.

Primary competitive alternatives include vaccines designed to stimulate the animal’s immune system to generate specific anti-scours antibodies.

Vaccine manufacturers are generally large, well-capitalized pharmaceutical companies whose products are based on broadly similar active immunization technologies designed to stimulate an endogenous immune response.

Our competitors in U.S.

and international scours prevention markets are some of the largest animal health companies worldwide, including Zoetis, Elanco, Merck, Boehringer Ingelheim and CEVA, among others.

Vaccine platforms differ fundamentally from the Company’s antibody-based approach, which delivers pre-formed, pathogen-specific antibodies to the calf, as validated by the USDA and other agencies.

Vaccination strategies depend on activation of the animal’s immune system and the associated metabolic impact required to generate an antibody response.

The First Defense ® product line delivers concentrated, pathogen-specific antibodies directly to the calf at birth when its immune system is not yet fully developed and the calf is most vulnerable to viral and bacterial causes of neonatal calf diarrhea.

This approach provides more immediate passive immunity during the highest-risk period without reliance on the timing, variability, or biological cost of mounting an active immune response.

Approximately 55% of calves in the U.S.

are not using vaccines or First Defense ® .

In these cases, producers rely on maternal colostrum that contain variable levels of specific antibodies, or producers utilize general immune-support supplements such as probiotics, egg-derived antibodies, or plasma-based products that typically require multi-day feeding regimens.

Our competitive strategy is to educate specific segments of producers about the opportunity to improve scours outcomes on farms with our products.

The First Defense® line is distinct from vaccine-based approaches and in studies has been shown to deliver approximately 3.3 times to 5.6 times the level of neutralizing antibodies against major scours pathogens as the market leading vaccine.

Because the product line is derived from bovine colostrum, the products also contain additional bioactive components that are found in colostrum that further support calf health.

As a result of these differentiated attributes and the guaranteed level of pathogen-specific antibodies delivered in each dose, First Defense® products are the price leader compared to alternatives that rely on variable vaccine responses and do not provide a consistent level of specific antibody protection.

For accounts that rely on maternal antibodies or immune-support supplements, we educate producers that our products are validated by the USDA to consistently deliver concentrated, pathogen-specific antibodies in single-dose administration.

Intellectual Property

We own a collection of registered and unregistered intellectual property rights relating to our research, products and processes.

These rights include patents, copyrights, trademarks, trade dress, trade secrets, know-how and other intellectual property rights in the United States and other countries.

We believe the ownership of our intellectual property rights is an important factor in our business and that our success depends in part on such ownership.

We also rely heavily on the innovative skills, technical competence and marketing abilities of our personnel.

We enter into and rely on confidentiality and proprietary rights agreements with our employees, contractors and business partners to protect our trade secrets, proprietary developments and confidential information.

ImmuCell Corporation

We own numerous trademarks and trade dress that are very important to our business and have several trademark and trade dress registrations in the United States, Canada and Iran.

We own the following U.S.

trademark registrations:

IMMUCELL , FIRST DEFENSE , FD

FIRST DEFENSE (& Design), FIRST DEFENSE TECHNOLOGY , TRI-SHIELD FIRST DEFENSE, TRI-SHIELD FIRST DEFENSE (& Design), YOUR

CALF CREW, BEYOND VACCINATION, BEYOND VACCINATION (& Design), CALF HERO, DUAL-FORCE, TRI-SHIELD and RE-TAIN.

also own U.S.

registrations claiming rights in the color blue for our blue gel and blue bolus FIRST DEFENSE products.

We also own common law rights in the IMMEDIATE IMMUNITY trademark

and other trademarks.

believe that we are in compliance with current regulatory requirements relating to our business and products.

The manufacture and sale

of animal health biologicals within the United States is generally regulated by the USDA.

We have received USDA and Canadian Food Inspection

Agency approval for the bolus format of First Defense ® and for the gel tube formats of Tri-Shield First Defense ®

and Dual-Force First Defense ® .

Re-Tain ® is regulated by the FDA, which regulates

veterinary drugs.

Regulations in the European Union will likely require that Re-Tain ® be sold subject to a milk

discard requirement in that territory, although the duration of the milk discard requirement may be shorter than the discard requirement

applicable to competing antibiotic products in that market.

Comparable agencies exist in foreign countries, and foreign sales of our

products will be subject to regulation by such agencies.

Many countries have laws regulating the production, sale, distribution or use

of biological products, and we may have to obtain approvals from regulatory authorities in countries in which we propose to sell our

Depending upon the product and its applications, obtaining regulatory approvals may be a relatively brief and inexpensive procedure

or it may involve extensive clinical tests, incurring significant expenses and an approval process of several years’ duration.

IMMUCELL, FIRST DEFENSE, FD FIRST DEFENSE (& Design), FIRST DEFENSE TECHNOLOGY, TRI-SHIELD FIRST DEFENSE, TRI-SHIELD FIRST DEFENSE (& Design), YOUR CALF CREW, BEYOND VACCINATION, BEYOND VACCINATION (& Design), DUAL-FORCE, TRI-SHIELD, and RE-TAIN.

We also own U.S.

trademark registrations claiming rights in the color blue for our blue gel and blue bolus FIRST DEFENSE products.

We also own common law rights in the IMMEDIATE IMMUNITY trademark and other trademarks.

10,023,617 entitled “Methods and Systems of Producing Pharmaceutical Grade Lantibiotics”, which covers key, novel and proprietary aspects of our manufacturing process for preparing pharmaceutical-grade Nisin and was issued during the third quarter of 2018.

The patent expires October 31, 2034.

In some cases, we have chosen (and may choose in the future) not to seek patent protection for certain products or processes.

In those instances, we have sought (and may seek in the future) to maintain the confidentiality of any relevant intellectual property and other proprietary rights through operational measures and contractual agreements.

Government Regulation

The manufacture and sale of animal health biologicals within the United States is regulated by the USDA.

We have received USDA and Canadian Food Inspection Agency approval for the bolus format of First Defense ® and for the gel tube formats of Tri-Shield ® and Dual-Force ® .

Comparable agencies exist in foreign countries, and foreign sales of our products will be subject to regulation by such agencies.

Many countries have laws regulating the production, sale, distribution or use of biological products, and we may have to obtain approvals from regulatory authorities in countries in which we propose to sell our products.

Depending upon the product and its applications, obtaining regulatory approvals may be a relatively brief and inexpensive procedure or it may involve extensive clinical tests, incurring significant expenses and an approval process of several years’ duration.

We generally rely on in-country experts to assist us with or to perform international regulatory applications.

currently employ 75 employees (including 6 part-time employees) in comparison to 79 employees (including 5 part-time employees) approximately

Approximately 57 full-time equivalent employees are engaged in quality and manufacturing operations, 8.5 full-time equivalent

employees in sales and marketing, 2.5 full-time equivalent employees in product development activities (primarily supporting facility

maintenance and operation, regulatory filings and commercial scale-up for Re-Tain ® ) and 4 full-time equivalent

employees in finance and administration.

We have passed an in-depth USDA inspection in August of 2025.

We are not currently commercializing Re-Tain ® , which is regulated by the FDA.

Human Capital

We currently have 73 employees who are engaged primarily in quality and manufacturing operations, sales and marketing, product development and finance and administration.

As needed, we augment our staff with contracted temporary employees.

All of our employees are

required to execute non-disclosure and invention assignment agreements (and some are required to execute non-compete agreements) intended

to protect our rights in our proprietary products.

We are not a party to any collective bargaining agreement and consider our employee

relations to be excellent.

a reporting company, we file quarterly and annual reports with the Securities and Exchange Commission (SEC) on Form 10-Q and Form 10-K,

respectively.

Our employees are central to the success of our business, and we are committed to attracting, developing, and retaining a highly skilled workforce capable of supporting our growth strategy.

All of our employees are required to execute non-disclosure and invention assignment agreements (and some are required to execute non-compete agreements) intended to protect our rights in our proprietary products.

We are not a party to any collective bargaining agreement and consider our employee relations to be excellent.

Available Information

As a public reporting company, we file quarterly and annual reports with the Securities and Exchange Commission (SEC) on Form 10-Q and Form 10-K, respectively.

We also file current reports on Form 8-K, whenever events warrant or require such a filing.

The public may read and copy

any materials that we file with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.

public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

The SEC maintains an

internet site that contains reports, proxy and information statements and other information about us that we file electronically with

the SEC at http://www.sec.gov .

Our internet address is http://www.immucell.com.

References to our website in this Annual Report

are inactive textual references only, and the content of our website should not be deemed incorporated by reference for any purpose.

The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.

The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

The SEC maintains an internet site that contains reports, proxy and information statements and other information about us that we file electronically with the SEC at http://www.sec.gov .

Our internet addresses are https://www.immucell.com and https://firstdefensecalfhealth.com.

References to our website in this Annual Report are inactive textual references only, and the content of our website should not be deemed incorporated by reference for any purpose.

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 1. Business