Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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ImmuCell Corporation (Name of Issuer) |
Common Stock, $0.10 par value per share (Title of Class of Securities) |
045252306 (CUSIP Number) |
Ejnar A. Knudsen III 212 West Superior, Suite 500 Chicago, IL, 60654 (530) 564-0626 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/19/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 045252306 |
| 1 |
Name of reporting person
Ejnar A. Knudsen III | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
832,790.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
9.21 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.10 par value per share |
| (b) | Name of Issuer:
ImmuCell Corporation |
| (c) | Address of Issuer's Principal Executive Offices:
56 Evergreen Drive, Portland,
MAINE
, 04103. |
| Item 2. | Identity and Background |
| (a) | Ejnar A. Knudsen III ("Knudsen" or the "Reporting Person") |
| (b) | 212 West Superior, Suite 500, Chicago, IL 60654 |
| (c) | The Reporting Person is the founder and chief executive officer of AGR Partners. |
| (d) | During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) |
During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | The Reporting Person is a citizen of the United States. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The source of the approximately $2,293,750 used in connection with the compulsory redemption of the limited partners of Craton Capital, LP ("Craton") pursuant to previously agreed upon terms, was general investment funds. | |
| Item 4. | Purpose of Transaction |
All shares held by the Reporting Person are held by the Reporting Person for investment purposes. The Reporting Person currently has no plans or proposals that relate to, or would result in, any of the matters described in subsections (a) through (j) of Item 4 of the instructions to Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 832,790; 9.21% (based on the outstanding number of shares reported as being outstanding as of October 31, 2025 in the Quarterly Report on Form 10-Q of ImmuCell Corporation (the "Company") filed with the Securities and Exchange Commission on November 11, 2025) |
| (b) | The Reporting Person has sole voting power and sole dispositive power with respect to 465,790 shares of the Company's common stock. The Reporting Person has shared voting power and shared dispositive power with respect to 367,000 shares of the Company's common stock. |
| (c) | As of the date hereof, the Reporting Person is the beneficial owner of 832,790 shares of common stock representing approximately 9.21% of the approximately 9,045,851 shares outstanding, as disclosed in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2025. The Reporting Person's beneficial ownership consists of 465,790 shares of common stock of the Company over which the Reporting Person has sole voting power and sole dispositive power. These shares are held directly by the Reporting Person or indirectly by entities the Reporting Person controls. Craton is the record owner of 367,000 shares the Company's common stock. The compulsory redemption of the limited partners of Craton resulted in Knudsen having an increased ownership in the remaining securities, including the Company. Knudsen has an interest in Craton's general partner and is the direct or indirect owner of various family limited partner accounts remaining with Craton. Knudsen and Raju Shah are the only remaining partners of Craton. Knudsen may be considered to share the power to vote or direct the vote of, and the power to dispose or direct the disposition of, 367,000 shares of the Company's common stock owned of record by Craton. This statement on Schedule 13D shall not be construed as an admission that any Reporting Person is the beneficial owner of the securities covered by this statement. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. |
Not applicable. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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