ITEM 3. Quantitative and Qualitative Disclosures about Market Risk 20 ITEM 4. Controls and Procedures 20 PART II: OTHER INFORMATION ITEM 1. Legal Proceedings 21 ITEM 1A. Risk Factors 21 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 21 ITEM 3. Defaults Upon Senior Securities 21 ITEM 4. Mine Safety Disclosures 21 ITEM 5. Other Information 21 ITEM 6. Exhibits 21 Signature 22 Table of Contents Forward-Looking Statements This Quarterly Report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements do not relate strictly to historical or current facts and often use words such as “expects,” “may,” “anticipates,” “aims,” “intends,” “would,” “could,” “should,” “will,” “plans,” “believes,” “estimates,” “targets,” “projects,” “forecasts,” “seeks,” “goal,” and similar expressions. Such statements include, but are not limited to, statements relating to: ● our business plans, goals and strategies; ● projections of future financial and operational performance, expense ratios and margins; ● future demand for our products, including the First Defense® product line; ● the sequence, duration, costs and goals of our program to repurpose our former Re-Tain® facility; ● equipment for First Defense® production; and cost recoveries on Re-Tain® equipment no longer in service; ● the scope, timing, and cost of ongoing and future product development and commercialization, including further investigational studies of Re-Tain®; ● capital expenditures, contractual commitments, and the anticipated sources and uses of cash to fund them; ● expected debt principal repayments and interest expense, our line of credit, and our at-the-market equity offering program; ● our anticipated income tax liability and the availability, utilization and limitation of our net operating loss carryforwards, and the potential release of the valuation allowance against our deferred tax assets; ● the collectability of our accounts receivable, the adequacy of our liability insurance, and the estimated fair value of our indemnification obligations; ● the vesting of performance-based bonuses and equity awards; and ● the absence of material litigation and claims. Such statements reflect management’s current expectations as of the date hereof, are based on management’s estimates, projections, beliefs and assumptions as of such date, and are not guarantees of future performance. Such statements involve known and unknown risks and uncertainties that may cause our actual results, performance or achievements to differ materially, including risks relating to: competition in our markets; customer acceptance and product performance; alignment between our manufacturing resources and product demand; supply chain disruptions affecting our operations and our customer and supplier relationships; the commercial and operational risks of our current and planned expansion of production capacity; difficulties or delays in the development, testing, regulatory approval, production and marketing of our products; and the other risks detailed from time to time in our filings with the Securities and Exchange Commission (SEC), including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and summarized under PART II: OTHER INFORMATION, ITEM 1A—RISK FACTORS. There can be no assurance that the risks or developments we anticipate will be those that actually affect us. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise. 1 Table of Contents ImmuCell Corporation Part 1. FINANCIAL INFORMATION