CCEL 10-K & 10-Q changes, risk factors and insider trading

The Company anticipates that its cash and cash equivalents, marketable securities and cash flows from operations, together with external sources of capital will be sufficient to fund its known cash needs for at least the next 12 months. However, cash flows from operations will depend primarily upon revenues from sales of its umbilical cord blood and cord tissue cellular storage services and managing discretionary expenses. Additionally, depending in part on the outcome of the Duke Arbitration Demand, the Company may require capital to pay for the startup expenses relating to its planned infusion clinic, to finance clinical trials related to the Duke License Agreement, to develop biopharmaceutical manufacturing capabilities and for capital expenditures for software enhancements and purchases of equipment and obligations under the Duke License Agreement. While the Company previously anticipated that over $50 million would be needed over the next 5 years to fund its activities related to the Duke License Agreement, as a result of the Company’s Arbitration Demand against Duke, as discussed further in Note 18, the Company currently is unable to predict its funding needs for those activities. Until the Duke arbitration claims are resolved, the Company does not anticipate making further investments (other than the completion of a comparability study estimated to cost less than $350,000 in additional capital) in activities related to the Duke License Agreement. However, if required to continue to invest in the Duke License Agreement, the Company anticipates funding the related capital expenditures with cash-on-hand, cash flows from future operations, the Company’s revolving line of credit (see Note 4), potential additional debt financing and potential equity sales. There can be no assurances that the Company will be able to obtain such additional debt or equity financing on favorable terms or at all. If expected increases in revenues are not realized, or if expenses are higher than anticipated, or if the Company is unable to obtain additional financing, the Company will be required to reduce or defer cash expenditures or otherwise manage its cash resources during the next 12 months so that they are sufficient to meet the Company’s cash needs for that period. Any reductions in expenditures, if necessary, may have an adverse effect on the Company’s business operations, including sales activities and the development of new services and technology.

In August 2011, the Company introduced its advanced new cord tissue service, which stores a section of the umbilical cord tissue. Approximately six inches of the cord tissue is procured and transported to the Company’s laboratory for processing, testing and cryopreservation for future potential use. Umbilical cord tissue is a rich source of mesenchymal stromal cells (“MSCs”).MSCs. It is believed that MSCs have many unique functions including the ability to inhibit inflammation following tissue damage, to secrete growth factors that aid in tissue repair, and to differentiate into many cell types including neural cells, bone cells, fat cells and cartilage. MSCs are increasingly being researched in regenerative medicine for a wide range of conditions are currently being used in many clinical trials. While there is much promise related to MSCs, we may fail to successfully or profitably manufacture and store MSCs, including as a result of negative results in clinical trials for efficacy. The outcome of clinical trials is inherently uncertain.

Our future success depends upon our ability to retain our key management and other personnel and will also depend in large part on our ability to attract and retain additional qualified doctors, nurses, scientists, software developers, bioinformaticists, operations personnel, sales and marketing personnel, and business development personnel. Competition for these types of employees is intense due to the limited number of qualified professionals and the high demand for them, particularly in the Tampa Bay area of Florida, where our headquarters are located. We have in the past experienced difficulty in recruiting qualified personnel, especially in the area of sales. Failure to attract, assimilate, and retain personnel would have a material adverse effect on our business and potential growth.

As discussed in NoteNotes 12 and 18, on October 4, 2024, the Company filed a demand for arbitration (the “Arbitration Demand”) against Duke with the American Arbitration Association, alleging, among other things, that Duke breached the Duke License Agreement, breached the implied contractual covenant of good faith and fair dealing, fraudulently induced the Company to enter the Duke License Agreement, and violated North Carolina’s Unfair Trade Practices Act. In connection therewith, the Company has requested an award in the Company’s favor and against Duke for damages in an amount to be proved at a final hearing, interest, attorneys’ fees, and arbitration fees and costs, along with all other relief to which the Company is entitled at law or in equity. On November 18, 2024, Duke responded to the Arbitration Demand and asserted counterclaims against the Company which Duke amended on March 24, 2025 for breach of the License Agreement and indemnity, seeking unspecified damages and related relief. On December 12, 2024, the Company filed an answering statement in response to Duke’s counterclaims. The Company has received from Duke a notice of termination of the License Agreement as of May 17, 2025. A final hearing on the Company’s claims and Duke’s counterclaims is scheduled for April 2026. The Company cannot currently predict the outcome of the arbitration. It is possible that there could be an unfavorable outcome or resolution of any claims asserted, which could negatively and materially impact the Company’s business, consolidated financial position and results of operations. Litigation is inherently uncertain and expensive and there can be no assurance that the Company will prevail or how long such proceedings may last. The Company is not currently including an estimate of legal fees and other related litigation costs in its estimate of loss contingencies.

On February 22, 2024, the Company formed its wholly owned Delaware subsidiary, Celle Corp., to hold certain assets of Cryo-Cell not directly associated with the recurring revenue stream from privately banked, umbilical cord blood specimens. The Duke License Agreement has been transferred to Celle Corp. and other assets and liabilities were expected to be transferred to CellCelle Corp. in connection therewith. As previously disclosed, the Company’s Board of Directors haspreviously authorized the spin-off of Celle Corp. to the Company’s shareholders and tothe exploreexploration allof strategic alternatives for the Company (post spin-off) to maximize shareholder value. As discussed further in NoteNotes 12 and 18, on October 4, 2024, the Company filed the Arbitration Demand against Duke, alleging that Duke fraudulently induced Cryo-Cell to enter the Duke License Agreement and breached the agreement on various occasions. The Company has received from Duke a notice of termination of the License Agreement as of May 17, 2025. As result of the Arbitration Demand against Duke,Duke and Duke’s notice of termination of the Duke License Agreement, as further discussed in Note 18, there can be no assurance that any such the spinoff or any contemplated strategic alternatives will take place. Furthermore, as further discussed in NoteNotes 12 and 18, thereit canis beunlikely no assurancesthat the Company will be able to commercialize the rights licensed under the Duke License Agreement, treat patients using the rights and technologies licensed from Duke, spinoff Cell Corp. or otherwise obtain the benefits of the Duke License Agreement. Nor can there be any assurances it will open the Cryo-Cell Institute for Cellular Therapies.

On October 4, 2024, the Company filed the Arbitration Demand against Duke with the AAA, alleging, among other things, that Duke is in breach of the Duke License Agreement, breached the implied contractual covenant of good faith and fair dealing, fraudulently induced the Company to enter into the Duke License Agreement, and violated North Carolina’s Unfair Trade Practices Act. In connection therewith, the Company has requested an award in the Company’s favor and against Duke for damages in an amount to be proved at a final hearing, interest, attorneys’ fees, and arbitration fees and costs, along with all other relief to which the Company is entitled at law or in equity. Cryo-Cell has notified Duke that it believes such damages exceed $100 million. On November 18, 2024, Duke responded to the Arbitration Demand and asserted counterclaims against the Company which Duke amended on March 24, 2025, for breach of the License Agreement and indemnity, seeking unspecified damages and related relief. On December 12, 2024, the Company filed an answering statement in response to Duke’s counterclaims. The Company has received from Duke a notice of termination of the License Agreement as of May 17, 2025. A final hearing on the Company’s claims and Duke’s counterclaims is scheduled for April 2026. The Company cannot currently predict the outcome of the arbitration. It is possible that there could be an unfavorable outcome or resolution of any claims asserted, which could negatively and materially impact the Company’s business, consolidated financial position and results of operations. Litigation is inherently uncertain and there can be no assurance that the Company will prevail. The Company may not be able to recover all or any of its damages or all or any of its investment in the Duke License Agreement.

The Company believes that the resolution of these mattermatters, other than the Duke Arbitration Demand, should not have a material adverse effect on the Company’s business, consolidated financial position or results of operations. It is possible, however, that there could be an unfavorable outcome or resolution of claims currently asserted and those which may be asserted in the future, which could negatively and materially impact the Company’s business, consolidated financial position and results of operations. Litigation is inherently uncertain and there can be no assurance that the Company will prevail. See, Item 3 Legal Proceedings.

The following discussion and analysis of the financial condition and results of operations of the Company for the two years ended November 30, 2024,2025, should be read in conjunction with the consolidated financial statements and related notes as well as other information contained in this Annual Report on Form 10-K. This Form 10-K press releases and certain information provided periodically in writing or orally by the Company's officers or its agents may contain statements which constitute "forward‑looking statements". The terms "Cryo-Cell International, Inc.," “"Cryo-Cell,”" "Company," "we," "our" and "us" refer to Cryo-Cell International, Inc. The words "expect," “"anticipate,”" "believe," "goal," “"strategy,”" "plan," "intend," "estimate" and similar expressions and variations thereof, if used, are intended to specifically identify forward‑looking statements. Those statements appear in a number of places in this Form 10‑K10-K and in other places, and include statements regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things:

the success of the Company’s initiative to expand its core business units to include biopharmaceutical manufacturing and operating clinics, the uncertainty of profitability from its biopharmaceutical manufacturing and operating clinics, the Company’s ability to minimize future costs to the Company related to R&D initiatives and collaborations and the success of such initiatives and collaborations, bb.aa.

the success of the Company's initiative to purchasewith a new facility and expand the Company's cryopreservation and cold storage business by introducing a new service, ExtraVault, cc.bb.

the expense, timing and uncertain results of clinical trials related to the Duke Agreement, dd.cc.

the Company's ability to commercialize the rights licensed under the Duke License Agreement, treat patients using the rights and technologies licensed from Duke or otherwise obtaining the benefits of the Duke License Agreement, ee.dd.

the outcome of the Company's Arbitration DemadDemand against Duke, and gg.ee.

As discussed further in Note 18, on February 23, 2021, the Company entered into a Patent and Technology License Agreement (the “Duke License Agreement”) with Duke University (“Duke”). The Duke License Agreement grants the Company certain rights to proprietary processes and regulatory data related to cord blood and cord tissue developed at Duke. Through the Duke License Agreement, the Company had anticipated, either directly or through its wholly-owned subsidiary, Celle Corp., exploring, testing, and administering treatments to patients for which there are limited U.S. Food and Drug Administration (“FDA”) approved therapies, including cerebral palsy and autism. These treatments were expected to utilize the unique immunomodulatory and potential regenerative properties derived from cord blood and cord tissue. Through the Duke License Agreement, the Company intended to develop three business units, namely: (1) its cord blood bank and other storage services (its historical business); (2) cord blood and cord tissue infusion clinic services services initially under the FDA’s Expanded Access Program and in conjunction with the undertaking of cord blood and cord tissue clinical trials to obtain biologics license application (“BLA”) approvals for new indications, and (3) biopharmaceutical manufacturing if BLA(s) were approved by the FDA. Additionally, to support such business expansion, the Company had anticipated opening and launching the Cryo-Cell Institute for Cellular Therapies, which it initially hoped to open as early as the fourth quarter of fiscal 2021, but no later than the first quarter of fiscal 2022 (and more recently reported as anticipated to open during the fourth quarter of fiscal 2024). As discussed further in Notes 12 and 18, the Company has received from Duke a notice of termination of the License Agreement as of May 17, 2025. As of the date hereof, it is unlikely that the Company can make no assurances it will be able to expand its business into business units (2) and (3) above.above through the Duke License Agreement.

Until the Duke Disputedispute is resolved, the Company does not anticipate making further investments (other than the completion of a comparability study estimated to cost less than $350,000 in additional capital) in activities related to the Duke License Agreement. The opening of the Cryo-Cell Institute for Cellular Therapies is also on pause and the Company can make no assurances as to when or if it will be opened. Additionally, the proposed spinoff of Celle Corp. is also on hold and may not take place depending on the final outcome of the Duke Dispute.dispute. See, “Risk Factors”. and Notes 12 and 18 for additional information regarding Duke.

Revenue. For the fiscal year ended November 30, 2024,2025, the Company had revenue of $31,986,106$31,566,321 compared to $31,343,695$31,986,106 for the fiscal year ended November 30, 2023,2024, ana increasedecrease of 2%1% as a result of the reasons discussed below.

Selling, General and Administrative Expenses. Selling, general and administrative expenses during the fiscal year ended November 30, 20242025 were $18,521,218$18,220,708 as compared to $17,167,361$18,524,012 for the fiscal year ended November 30, 20232024 representing an 8%2% increase.decrease. These expenses are primarily comprised of selling and marketing expenses, salaries and wages for personnel and professional fees.

Research, Development and Related Engineering Expenses. Research, development and related engineering expenses for the fiscal year ended November 30, 2024,2025, were $1,242,536$376,263 as compared to $1,171,456$1,242,536 in 2023, of which $324,435 and $0, respectively, related to the Clinical Study and Research Agreement with Duke University to provide funding to complete the Duke IMPACT Study (See Note 18) and $396,731 and $0, respectively, related to clinical trial expenses related to the Company's Master Services Agreement with Emmes (See Note 18).2024.

Depreciation and Amortization. Depreciation and amortization (not included in Cost of Sales) for the fiscal year ended November 30, 20242025 was $483,522$751,474 compared to $1,124,228$483,522 for fiscal 2023.2024. The decreaseincrease is due to the impairmentCompany's building in Durham, NC being placed into service during the second quarter of thefiscal assets associated with the Duke License Agreement, see Note 18.2024.

Interest Expense. Interest expense during the fiscal year ended November 30, 20242025 was $1,864,684$2,066,256 compared to $1,236,794$1,864,684 in fiscal 2023,2024, of which $532,188$927,605 and $140,589,$532,188, respectively, related to the credit and subordination agreements with Texas Capital Bank, National Association and Susser Bank as described in Note 4. Interest Expense is also comprised of $1,326,766$1,129,545 and $1,077,967$1,326,766 as of the twelve months ended November 30, 20242025 and November 30, 2023,2024, respectively, for amounts due to the parties to the Company’s revenue sharing agreements based on the Company’s storage revenue collected. The remaining interest expense for the twelve months ended November 30, 2023 is due to the accretion of the outstanding liability due to Duke per the Agreement, see Note 18. During fiscal 2024 and fiscal 2023,2024, the Company capitalized $409,307 and $683,524, respectively, of interest related to the construction of the Company's new facility in North Carolina.

Income Taxes. U.S. income tax expense for the twelve months ended November 30, 20242025 was $2,402,026$92,232 compared to an income tax benefit of $3,842,826$2,402,026 for the twelve months ended November 30, 2023.2024. $1,314,454 of the income tax expense for the twelve months ended November 30, 2024, is attributable to the impact of the state of Florida revenue apportionment methodology change. The change decreased the value of the Company’sCompany's deferred tax asset by $1,314,454 resulting in an increase of income tax expense on the accompanying consolidated statement of operations as of November 30, 2024.

On July 18, 2022, Cryo-Cell International, Inc. (the “Company”) entered into a Credit Agreement (the “SusserCredit Agreement ”) with Susser Bank, a Texas state bank,bank (“Susser”), as administrative agent (“Susser”) on behalf of itself and the other lenders (collectively, the “Lenders”),. whichThe Credit Agreement was amended pursuant to an Amendment to Credit Agreement datedon July 29, 2022, and provided for (i) aan unsecured revolving credit facility in an aggregate principal amount of up to $10,000,000 (the “RCF”);, and (ii) a term loan facility in an original principal amount of $8,960,000 (the “Term Loan SusserLoan,” and together with the RCF collectively,RCF, the “Loans”). In connection with the RCF the Company entered into a Revolving Credit Note, in favor of Susser, in the stated principal amount of $10,000,000 (the “RCF Note”), and in connection with the Term Loan the Company entered into a Term Note, in favor of Susser, in the stated principal amount of $8,960,000 (the “Term Note” and together with RCF Note, collectively, the “Notes”). See Note 4.

At November 30, 2024,2025, the Company had cash and cash equivalents of $560,960$319,031 as compared to $406,067$560,960 at November 30, 2023.2024. The increasedecrease in cash and cash equivalents during the twelve months ended November 30, 20242025 was primarily attributable to the following:

However, on October 4, 2024, the Company filed a demand for arbitration (the “Arbitration Demand”) against Duke with the American Arbitration Association. Among other things, the Company alleges in the Arbitration Demand that Duke fraudulently induced Cryo-Cell to enter the Duke License Agreement and further breached the agreement on various occasions. In connection therewith, the Company has requested an award in the Company’s favor and against Duke for damages in an amount to be proved at a final hearing, interest, attorneys’ fees, and arbitration fees and costs, along with all other relief to which the Company is entitled at law or in equity. The CompayCompany has notified Duke that it believes such damages exceed $100 million.

On November 18, 2024, Duke responded to the Arbitration Demand and asserted counterclaims against the Company which Duke amended on March 24, 2025 for breach of the License Agreement and indemnity, seeking unspecified damages and related relief. On December 12, 2024, the Company filed an answering statement in response to Duke’s counterclaims.

As a result of the Company’s Arbitration Demand against Duke, the Company currently is unable to predict its funding needs for activities related to the Duke License Agreement. Until the Duke Disputedispute is resolved, the Company does not anticipate making further investments (other than the completion of a comparability study estimated to cost less than $350,000 in additional capital) in activities related to the Duke License Agreement. As discussed further in Note 18, the Company has received from Duke a notice of termination of the License Agreement as of May 17, 2025. The opening of the Cryo-Cell Institute for Cellular Therapies is also on pause and the Company can make no assurances as to when or if it will be opened. Additionally, the proposed spinoff of Celle Corp. is also on hold and may not take place depending on the final outcome of the Duke dispute. See “Risk Factors” and Note 18 for additional information regarding Duke.

The Company anticipates that its cash and cash equivalents, marketable securities and cash flows from operation, together with external sources of capital will be sufficient to fund its known cash needs for at least the next 12 months. However, cash flows from operations will depend primarily upon increasing revenues from sales of its umbilical cord blood and cord tissue cellular storage services and managing discretionary expenses. Additionally, depending in part on the outcome of the Duke Arbitration Demand, the Company may require capital to pay for the startup expenses relating to its planned infusion clinic, to finance clinical trials related to the Duke License Agreement, to develop biopharmaceutical manufacturing capabilities and for capital expenditures for software enhancements and purchases of equipment and obligations under the Duke License Agreement. While we previously anticipated that over $50 million would be needed over the next 5 years to fund its activities related to the Duke License Agreement, as result of the Company’s Arbitration Demand against Duke, as discussed further in Note 18,18 the Company currently is unable to predict its funding needs for those activities. Until the Duke Disputedispute is resolved, the Company does not anticipate making further investments (other than the completion of a comparability study estimated to cost less than $350,000 in additional capital) in activities related to the Duke License Agreement. However, if required to continue to invest in the Duke License Agreement, the Company anticipates funding the related capital expenditures with cash-on-hand, cash flows from future operations, the Company’s revolving line of credit (see Note 4), potential additional debt financing and potential equity sales. There can be no assurances that the Company will be able to obtain such additional debt or equity financing on favorable terms or at all. If expected increases in revenues are not realized, or if expenses are higher than anticipated, or if the Company is unable to obtain additional financing, the Company will be required to reduce or defer cash expenditures or otherwise manage its cash resources during the next 12 months so that they are sufficient to meet the Company’s cash needs for that period. Any reductions in expenditures, if necessary, may have an adverse effect on the Company’s business operations, including sales activities and the development of new services and technology.

Deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between financial statementstatements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to be recovered or settled. The Company records a valuation allowance when it is “more likely than not” that all future income tax benefits will be realized. When the Company changes its determination as to the amount of deferred income tax assets that can be realized, the valuation allowance is adjusted with a corresponding impact to income tax expense in the period in which such determination is made. The ultimate realization of the Company’s deferred income tax assets depends upon generating sufficient taxable income prior to the expiration of the tax attributes. In assessing the need for a valuation allowance, the Company projects future levels of taxable income. This assessment requires significant judgment. The Company examines the evidence related to the recent history of losses, the economic conditions in which the Company operates and forecasts and projections to make that determination.

Goodwill represents the excess of the purchase price of the assets acquired from Cord:Use over the estimated fair value of the net tangible and identifiable assets acquired. The annual assessment of the reporting unit is performed as of September 1st, and an assessment is performed at other times if an event occurs or circumstances change that would more likely than not reduce the fair value of the asset below its carrying value. The Company first performs a qualitative assessment to test goodwill for impairment and concludes if it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the qualitative assessment concludes that it is not more likely than not that the fair value is less than the carrying value, the two-step goodwill impairment test is not required. If the qualitative assessment concludes that it is more likely than not that the fair value of the reporting unit is less than the carrying value, then the two-step goodwill impairment test is required. Step one of theThe impairment assessment compares the fair value of the reporting unit to its carrying value and if the fair value exceeds its carrying value, goodwill is not impaired. If the carrying value exceeds the fair value, the implied fair value of goodwill is compared to the carrying value of goodwill. If the implied fair value exceeds the carrying value then goodwill is not impaired; otherwise, an impairment loss would be recorded by the amount the carrying value exceeds the implied fair value.

Our common stock currently trades on the NYSE American LLC (the “NYSE American”), and we are subject to certain NYSE American continued listing requirements and standards. On March 9, 2026, we received notice from NYSE American that the Company is not in compliance with the continued listing standards set forth in Section 1003(a) of the NYSE American Company Guide. In accordance with NYSE American procedures, the Company submitted a plan of compliance to NYSE American on April 8, 2026, addressing how it intends to regain compliance with the continued listing standards. IfThe NYSE American accepted the plan ison accepted,May NYSE6, American2026 mayand grantgranted the Company an extension of time until September 9, 2027 to regain compliance. There can be no assurance that the Company will be able to regain compliance with Section 1003 a) of the NYSE American Company Guide or that the Company will otherwise be in compliance with other applicable NYSE American listing rules. We may need to raise additional capital to regain compliance, of which there can be no assurance. We may also incur costs that we have not previously incurred for expenses for compliance with the rules and requirements of the NYSE American. If the Company fails to satisfy NYSE American’s continued listing requirements, NYSE American may take steps to delist its Common Stock. We cannot provide any assurance that we will be able to continue to satisfy the requirements of the NYSE American’s continued listing standards. Delisting of the common stock could depress the price of our stock, substantially limit liquidity of our common stock and materially adversely affect our ability to raise capital on terms acceptable to us, or at all. In such event, it could become more difficult to dispose of, or obtain accurate price quotations for, our common stock, and there would likely also be a reduction in our coverage by securities analysts and the news media, which could cause the price of our common stock to decline further.

The Company has submitted the Plan of Compliance to the NYSE American. If theThe NYSE American acceptsaccepted the Company’s plan,Plan on May 6, 2026 and granted the Company willan beextension ableof time until September 9, 2027 to continueregain itscompliance. listing duringDuring the plan periodperiod, the Company’s common stock will continue to be listed and willtraded beon NYSE American, subject to the Company’s compliance with the initiatives and conditions set forth in the compliance plan and continued periodic review by the NYSE American staff.NYSE. If the plan is not accepted, or is accepted but the Company is not in compliance with the continued listing standards by September 12,9, 2027, or if the Company does not make progress consistent with the plan during the plan period, the Company will be subject to delisting procedures as set forth in the NYSE American Company Guide. There can be no assurance that the Company’s compliance plan will be accepted or that itCompany will be able to achieve compliance with the NYSE American’s continued listing standards within the required timeframe.

(xxv) the success of the Company’s initiative to expand its core business units to include biopharmaceutical manufacturing and operating clinics, the uncertainty of profitability from its biopharmaceutical manufacturing and operating clinics, the Company’s ability to minimize future costs to the Company related to R&D initiatives and collaborations and the success of such initiatives and collaborationscollaborations, (xxvi) the expense, timing and uncertain results of clinical trials related to the Duke Agreement;

Stem cells are found in umbilical cord blood (“cord blood stem cells”) and can be collected and stored after a baby is born. Over 60,000 cord blood stem cell transplants have been performed to date. The Company believes that many parents will want to save and store these cells for potential future use by their family, either for the donor or for another family member. Today, stem cell transplants are known and accepted treatments for at leastnearly 80 diseases, we believe, a number of them life-threatening. With continued research in this area of medical technology, other therapeutic uses for cord blood stem cells are being explored. Moreover, researchers believe they may be utilized in the future for treating diseases that currently have no cure.

The Company intends to continue offering cord blood and cord tissue banking services to expectant parents and relying on both online advertising and its national team of field cord blood educators to enroll new clients. A significant portion of its new enrollments are generated from returning customers and referrals. Many of the Company’s clients choose to enter into either multiyear storage contracts, which results in deferred revenues that are recognized over the life of the storage contracts.

We are a Delaware corporation that was incorporated in 1989. Our executive offices are located at 700 Brooker Creek Blvd, Suite 1800, Oldsmar, Florida 34677 and our telephone number at such office is (813) 749-2100. Our website address is https://www.cryo-cell.com. Information contained on our website is not deemed part of this quarterly report.

Results of Operations – Three-MonthSix-Month Period Ended FebruaryMay 28,31, 2026 Compared to the Three-MonthSix-Month Period Ended FebruaryMay 28,31, 2025

Revenue. Revenue for the threesix months ended FebruaryMay 28,31, 2026 was $7,683,117$15,459,230 as compared to $7,968,880$15,897,723 for the same period in 2025 a decrease of 4% as a result of the reasons discussed below.2025.

Processing and Storage Fees. For the threesix months ended FebruaryMay 28,31, 2026,2026 and May 31, 2025 processing and storage fees were $7,643,113$15,358,559 comparedand to$15,737,607, $7,865,888respectively. forThe thedecrease threein months ended February 28, 2025. Processingprocessing and storage fee revenue is attributable to a 3% decreaseincrease in recurring annual storage fee revenue offset by a 16%14% decrease in the number of new domestic cord blood specimens processed forin the threefirst six months endedof February 28,fiscal 2026 versus the threesame monthsperiod ended February 28,in 2025.

Product Revenue. For the threesix months ended FebruaryMay 28,31, 2026, revenue from the product sales was $38,594$52,776 compared to $20,913$35,349 for the threesix months ended FebruaryMay 28,31, 2025.

Public Cord Blood Banking Revenue. For the threesix months ended FebruaryMay 28,31, 2026, revenue from the public cord blood banking sales was $1,410$47,895 compared to $82,079$124,767 for the threesix months ended FebruaryMay 28,31, 2025. The change in revenue is due to the volatility of customer demand.

Cost of Sales. Cost of sales for the threesix months ended FebruaryMay 28,31, 2026 was $1,656,488$3,333,151 as compared to $1,984,588$3,841,127 for the same period in 2025, representing a 17%13% decrease. Cost of sales includes wages and supplies associated with process enhancements to the existing production procedures and quality systems in the processing of cord blood specimens at the Company’s facility in Oldsmar, Florida and depreciation expense of approximately $35,000$70,000 and $31,000$66,000 for the threesix months ended FebruaryMay 28,31, 2026 and FebruaryMay 28,31, 2025, respectively. Cost of Sales also includes $12,187$17,970 and $6,959$11,242 for the threesix months ended FebruaryMay 28,31, 2026 and FebruaryMay 28,31, 2025, respectively, related to the costs associated with production of the PrepaCyte®-CB processing and storage system. Also included in Cost of Sales is $100,300$216,721 and $275,994$476,142 for the threesix months ended FebruaryMay 28,31, 2026 and FebruaryMay 28,31, 2025, respectively, related to the public banks.

Selling, General and Administrative Expenses. Selling, general and administrative expenses for the threesix months ended FebruaryMay 28,31, 2026 were $5,011,847$9,629,846 as compared to $4,638,285$8,896,142 for the 2025 period representing ana 8% increase. These expenses are primarily comprised of selling and marketing expenses, salaries and wages for personnel and professional fees. For the three months ended February 28, 2026 legal fees and expert opinion expenses were approximately $1,234,000 versus approximately $206,000 for the same period in 2025. The legal fees and expert opinion expenses for the three months ended February 28, 2026 were related to the Duke dispute. See Note 12 for additional information regarding Duke.

Research, Development and Related Engineering Expenses. Research, development and related engineering expenses for the threesix months ended FebruaryMay 28,31, 2026 were $65,761$165,542 as compared to $98,143$229,854 for the 2025 period.

Depreciation and Amortization. Depreciation and amortization (not included in Cost of Sales) for the threesix months ended FebruaryMay 28,31, 2026 was $183,887$368,216 compared to $191,853$381,955 for the 2025 period.

Interest Expense. Interest expense during the threesix months ended FebruaryMay 28,31, 2026, was $462,709$904,626 compared to $494,962$1,046,088 during the comparable period in 2025, of which, $188,552$346,414 and $228,247,$472,620, respectively, related to the credit and subordination agreementagreements with Susser Bank as described in Note 5. Interest expense also includes of $271,013$554,481 and $263,152$567,182 as of the threesix months ended FebruaryMay 28,31, 2026 and FebruaryMay 28,31, 2025, respectively, for amounts due to the parties to the Company’s revenue sharing agreements based on the Company’s storage revenue collected.

Income Taxes. U.S. income tax expense for the threesix months ended FebruaryMay 28,31, 2026 was $23,201$296,396 compared to $250,863$470,181 for the threesix months ended FebruaryMay 28,31, 2025.

At FebruaryMay 28,31, 2026, the Company had cash and cash equivalents of $249,672$507,302 as compared to $319,031 at November 30, 2025. The decrease in cash and cash equivalents during the threesix months ended FebruaryMay 28,31, 2026 was primarily attributable to the following:

Net cash provided by operating activities for the threesix months ended FebruaryMay 28,31, 2026 was $651,827,$2,497,738 which was attributable to the Company’s operating activities.

Net cash provided by operating activities for the threesix months ended FebruaryMay 28,31, 2025 was $954,063,$1,661,077 which was attributable to the Company’s operating activities.

Net cash from investing activities for the threesix months ended FebruaryMay 28,31, 2026 was $19,104$54,143 which was primarily attributable to $67,065$99,766 used to purchase equipment and $507,304$656,703 used to purchase marketable securities, which was offset by the sale of marketable securities in the amount of $593,473.$810,612.

Net cash used in investing activities for the threesix months ended FebruaryMay 28,31, 2025 was $287,484$1,790,284 which was primarily attributable to $62,053$124,461 used to purchase equipment and $599,611$2,574,249 used to purchase marketable securities, which was offset by the sale of marketable securities in the amount of $374,180.$793,426 and the sale of equipment in the amount of $115,000.

Net cash used in financing activities for the threesix months ended FebruaryMay 28,31, 2026 was $740,290$2,363,610 which was primarily attributable to the proceeds received from the line of credit with Susser Bank described above in the amount of $1,200,000, which were offset by payments of $1,940,290$3,586,860 to partially repay the Susser Bank note payable and line of credit described above.above and proceeds of $23,250 from the exercise of stock options.

Net cash used in financing activities for the threesix months ended FebruaryMay 28,31, 2025 was $1,004,417$294,262 which was primarily attributable to the proceeds received from the line of credit with Susser Bank described above in the amount of $2,800,000,$6,800,000, which were offset by payments of $1,783,878$3,774,416 to partially repay the Susser Bank note payable and line of credit described aboveabove, $88,619 used to repurchase the Company's common stock and $2,020,539$3,231,227 used to pay a cash dividenddividends of $0.15 and $0.25 per share of common stock to the Company's shareholders of record on May 21, 2025 and February 14, 2025.2025, respectively. The dividenddividends waswere paid on May 30, 2025 and February 28, 2025.2025, respectively.

The Company has a revolving line of credit, described above. The balance as of FebruaryMay 28,31, 2026 is $1,600,000$0 and is reflected on the accompanying balance sheet.

The Company has no off-balance sheet arrangements that have or are reasonablereasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.