Edgar-8K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: April 14, 2015
(Date of earliest event reported)
ImmuCell Corporation
(Exact name of registrant as specified in its charter)
DE 001-12934 01-0382980
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)
56 Evergreen Drive, Portland, Maine 04103
(Address of principal executive offices) (Zip Code)
2078782770
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
Item not selected.
Item 1.02. Termination of a Material Definitive Agreement
Item not selected.
Item 1.03. Bankruptcy or Receivership
Item not selected.
Item 1.04. Mine Safety - Reporting of Shutdowns and Patterns of Violations
Item not selected.
Item 2.01. Completion of Acquisition or Disposition of Assets
Item not selected.
Item 2.02. Results of Operations and Financial Condition
Item not selected.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item not selected.
Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Item not selected.
Item 2.05. Costs Associated with Exit or Disposal Activities
Item not selected.
Item 2.06. Material Impairments
Item not selected.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item not selected.
Item 3.02. Unregistered Sales of Equity Securities
Item not selected.
Item 3.03. Material Modification to Rights of Security Holders
Item not selected.
Item 4.01. Changes in Registrant's Certifying Accountant
Item not selected.
Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
Item not selected.
Item 5.01. Changes in Control of Registrant
Item not selected.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Item not selected.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item not selected.
Item 5.04. Temporary Suspension of Trading Under Registrant's Employee Benefit Plans
Item not selected.
Item 5.05. Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics
Item not selected.
Item 5.06. Change in Shell Company Status
Item not selected.
Item 5.07. Submission of Matters to a Vote of Security Holders
Item not selected.
Item 5.08. Shareholder Nominations Pursuant to Exchange Act Rule 14a-11
Item not selected.
Item 6.01. ABS Informational and Computational Materials
Item not selected.
Item 6.02. Change of Servicer or Trustee
Item not selected.
Item 6.03. Change in Credit Enhancement of Other External Support
Item not selected.
Item 6.04. Failure to Make a Required Distribution
Item not selected.
Item 6.05. Securities Act Updating Disclosure
Item not selected.
Item 6.06. Static Pool
Item not selected.
Item 6.10. Alternative Filings of Asset-Backed Issuers
Item not selected.
Item 7.01. Regulation FD Disclosure
Item not selected.
Item 8.01. Other Events
On April 14, 2015, ImmuCell Corporation (the "Company") amended its Common Stock Rights Plan. This amendment is discussed in greater detail in today's press release, which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(a) Financial statements:
None
(b) Pro forma financial information:
None
(c) Shell company transactions:
None
(d) Exhibits
Press Release of ImmuCell Corporation dated April 15, 2015
Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 15, 2015 ImmuCell Corporation

By: /s/ Michael F. Brigham
     Michael F. Brigham
     President, Chief Executive Officer and Principal Financial Officer
Exhibit Index