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What changed in CRYO CELL INTERNATIONAL INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of CRYO CELL INTERNATIONAL INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+221 added−220 removedSource: 10-K (2026-02-27) vs 10-K (2025-02-28)

Top changes in CRYO CELL INTERNATIONAL INC's 2025 10-K

221 paragraphs added · 220 removed · 186 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

59 edited+12 added−10 removed76 unchanged
Biggest changeThe Company continues to evaluate and pursue, certain opportunities for global expansion, on a selective basis, in which operational synergies and economic potential align with Cryo-Cell’s strategic direction. Revenue Sharing Agreements (“RSAs”) The Company entered into RSAs prior to 2002 with various third and related parties.
Biggest changeSubsidiaries and Joint Ventures Since its inception, Cryo-Cell has entered into a number of business activities through subsidiaries and joint ventures, including the following activities and those described under “International” below. The Company continues to evaluate and pursue, certain opportunities for global expansion, on a selective basis, in which operational synergies and economic potential align with Cryo-Cell’s strategic direction.
A vast majority of expectant parents are simply unaware that umbilical cord blood contains a rich supply of non-controversial stem cells and that they can be collected, processed and stored for the potential future use of the newborn and possibly related family members.
A vast majority of expectant parents are simply unaware that umbilical cord blood contains a rich supply of non-controversial stem cells and that they can be collected, processed and stored for the potential future use of the newborn and possibly related family members.
A baby’s stem cells are a perfect match for the baby throughout its life and have a 1-in-4 chance of being a perfect match and a 3-in-4 chance of being an acceptable match for a sibling.
A baby’s stem cells are a perfect match for the baby throughout its life and have a 1-in-4 chance of being a perfect match and a 3-in-4 chance of being an acceptable match for a sibling.
There is no assurance, however, that a perfect match means the cells could be used to treat certain diseases of the newborn or a relative. Today, it is still common for the cord blood (the blood remaining in the umbilical cord and placenta) to be discarded at the time of birth as medical waste.
There is no assurance, however, that a perfect match means the cells could be used to treat certain diseases of the newborn or a relative. Today, it is still common for the cord blood (the blood remaining in the umbilical cord and placenta) to be discarded at the time of birth as medical waste.
Despite the potential benefits of umbilical cord blood stem cell preservation, the number of parents of newborns participating in stem cell preservation is still relatively small compared to the number of births (four million per annum) in the United States.
Despite the potential benefits of umbilical cord blood stem cell preservation, the number of parents of newborns participating in stem cell preservation is still relatively small compared to the number of births (four million per annum) in the United States.
The Arbitration Demand includes five counts against Duke, as follows: Count I – Breach of the Duke License Agreement; Count II – Breach of Implied Contractual Covenant of Good Faith and Fair Dealing; Count III – Fraudulent Inducement to Enter into Duke License Agreement; Count IV – Violation of North Carolina’s Unfair Trade Practices Act; and Count V – Unjust Enrichment.
The Arbitration Demand includes five counts against Duke, as follows: Count I – Breach of the Duke License Agreement; Count II – Breach of the Implied Contractual Covenant of Good Faith and Fair Dealing; Count III – Fraudulent Inducement to Enter into the Duke License Agreement; Count IV – Violation of North Carolina’s Unfair Trade Practices Act; and Count V – Unjust Enrichment.
The Company anticipates this New Facility will expand the Company’s cryopreservation and cold storage business by introducing a new service, ExtraVault ( www.extravault.com ). With over 30 years of experience in 4 handling biological specimens for both research and clinical use, Cryo-Cell intends to leverage this expertise and offer these biorepository services to biopharmaceutical companies and healthcare institutions.
The Company anticipates this Facility will expand the Company’s cryopreservation and cold storage business by introducing a new service, ExtraVault ( www.extravault.com ). With over 30 years of experience in handling biological specimens for both research and clinical use, Cryo-Cell intends to leverage this expertise and offer these biorepository services to biopharmaceutical companies and healthcare institutions.
As a result, it is anticipated ExtraVault will provide expertise, experience, customer electronic access and cost sensitive solutions to the Company’s partners in the biopharma and healthcare industries. Information on our website is not incorporated into this Annual Report on Form 10-K and should not be considered part of this Annual Report on Form 10-K.
As a result, it is anticipated ExtraVault will provide expertise, experience, customer electronic access and cost sensitive solutions to the Company’s partners in the biopharma and healthcare industries. Information on our website is not incorporated into this Annual Report on Form 10-K and 4 should not be considered part of this Annual Report on Form 10-K.
As such, after attempts to reach compromise, on October 4, 2024, the Company filed a demand for arbitration (the “Arbitration Demand”) with the American Arbitration Association (“AAA”). Among other things, the Company alleges in the Arbitration Demand that Duke fraudulently induced Cryo-Cell to enter the Duke License Agreement and breached it on various occasions.
As such, after attempts to reach compromise, on October 4, 2024, the Company filed a demand for arbitration (the “Arbitration Demand”) 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 breached it on various occasions.
Competitive Advantages The Company believes that it provides several key advantages over its competitors, including: 3 • The world’s first private cord blood bank, that in combination with its global affiliates, currently stores over 240,000 cord blood and cord tissue specimens worldwide, • our facility's status as a cGMP- and cGTP-compliant private cord blood bank with AABB accreditation and FACT (the Foundation for the Accreditation for Cellular Therapy) accreditation, • a state-of-the-art laboratory processing facility, • utilization of a processing method using superior technology that yields the maximum recovery of healthy stem cells and provides superior red blood depletion over all other methods, • a five-compartment cord blood freezer bag that allows for multiple uses of the baby’s cord blood stem cells, • a safe, secure and monitored storage environment, • since inception, 100% viability rate of the Company’s specimens upon thaw for therapeutic use, • a state-of the-art, insulated collection kits, • 7 day per week processing capability, and • a payment warranty under which the Company agrees to pay $50,000 (effective February 1, 2012 this payment was increased to $75,000 for new clients, effective June 1, 2017 this payment was increased to $100,000 for new clients that choose the premium cord blood processing method, PrepaCyte CB) to its client if the umbilical cord blood product retrieved is used for a stem cell transplant for the donor or an immediate family member and fails to engraft, subject to various restrictions.
Competitive Advantages The Company believes that it provides several key advantages over its competitors, including: • The world’s first private cord blood bank, that in combination with its global affiliates, currently stores over 250,000 cord blood and cord tissue specimens worldwide, • our facility's status as a cGMP- and cGTP-compliant private cord blood bank with AABB accreditation and FACT (the Foundation for the Accreditation for Cellular Therapy) accreditation, • a state-of-the-art laboratory processing facility, 3 • utilization of a processing method using superior technology that yields the maximum recovery of healthy stem cells and provides superior red blood depletion over all other methods, • a five-compartment cord blood freezer bag that allows for multiple uses of the baby’s cord blood stem cells, • a safe, secure and monitored storage environment, • since inception, 100% viability rate of the Company’s specimens upon thaw for therapeutic use, • a state-of the-art, insulated collection kit, • 7 day per week processing capability, and • a payment warranty under which the Company agrees to pay $50,000 (effective February 1, 2012 this payment was increased to $75,000 for new clients, effective June 1, 2017 this payment was increased to $100,000 for new clients that choose the premium cord blood processing method, PrepaCyte CB) to its client if the umbilical cord blood product retrieved is used for a stem cell transplant for the donor or an immediate family member and fails to engraft, subject to various restrictions.
At present, the Company intends to defer the reversal of the liability, until such time as these amounts can be determined. During the periods when the Company defers the reversal of the liability, the quarterly payments made during these periods are treated as interest expense, which is 9 recognized as the payments become due.
At present, the Company intends to defer the reversal of the liability, until such time as these amounts can be determined. During the periods when the Company defers the reversal of the liability, the quarterly payments made during these periods are treated as interest expense, which is recognized as the payments become due.
It is the Company’s mission to inform expectant parents and their prenatal care providers of the potential medical benefits from preserving stem cells and to provide them the means and processes for collection and storage of these cells.
It is the Company’s mission to inform expectant parents and their prenatal care providers of the potential 2 medical benefits from preserving stem cells and to provide them the means and processes for collection and storage of these cells.
Upon execution of the acquisition of all of the assets of Cord:Use, the Company acquired the cord blood operations which included both public (PHS 351) and private (PHS 361) banks. The Company closed the Cord:Use location and maintains its operations in Oldsmar, FL.
Upon execution of the acquisition of all of the assets of Cord:Use, the Company acquired the cord blood operations which included both public (PHS 351) and private (PHS 361) banks. The Company closed the Cord:Use 6 location and maintains its operations in Oldsmar, FL.
The units are listed on the NMDP Single Point of Access Registry and are available to transplant centers 6 worldwide. The Company is reimbursed via cost recovery for public cord blood units distributed for transplant through the NMDP.
The units are listed on the NMDP Single Point of Access Registry and are available to transplant centers worldwide. The Company is reimbursed via cost recovery for public cord blood units distributed for transplant through the NMDP.
The Company, in combination with its global affiliates, currently stores over 240,000 cord blood and cord tissue specimens worldwide for the exclusive benefit of newborn babies and possibly other members of their families. Founded in 1989, the Company was the world’s first private cord blood bank to separate and store stem cells in 1992.
The Company, in combination with its global affiliates, currently stores over 250,000 cord blood and cord tissue specimens worldwide for the exclusive benefit of newborn babies and possibly other members of their families. Founded in 1989, the Company was the world’s first private cord blood bank to separate and store stem cells in 1992.
Additionally, to support such business expansion, the Company had anticipated opening and launching its 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, but more recently reported that it anticipated opening it during the fourth quarter of fiscal 2024.
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).
At November 30, 2024 and November 30, 2023, the Company was in compliance with these requirements. The division of FDA which regulates HCT/Ps is the Center for Biologics Evaluation and Research (“CBER”). The section of FDA Code of Federal Regulations (“CFR”) pertaining to cord blood is 21 CFR 1271.
At November 30, 2025 and November 30, 2024, the Company was in compliance with these requirements. The division of FDA which regulates HCT/Ps is the Center for Biologics Evaluation and Research (“CBER”). The section of FDA Code of Federal Regulations (“CFR”) pertaining to cord blood is 21 CFR 1271.
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 2 another family member. Today, stem cell transplants are known and accepted treatments for at least 78 diseases, we believe, a number of them life-threatening.
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 least 80 diseases, we believe, a number of them life-threatening.
Stem cells are found in umbilical cord blood (“cord blood stem cells”) and can be collected and stored after a baby is born. Over 50,000 cord blood stem cell transplants have been performed to date.
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.
ExtraVault On July 18, 2022, the Company completed the purchase of a 56,000 square foot facility located near the Research Triangle Park in the Regional Commerce Center in Durham, North Carolina (the “New Facility”).
ExtraVault On July 18, 2022, the Company completed the purchase of a 56,000 square foot facility located near the Research Triangle Park in the Regional Commerce Center in Durham, North Carolina.
In connection therewith, the Company has requested that the arbitrator enter 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.
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.
Through the Duke License Agreement, the Company, together with Celle Corp., hoped 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 initially under the FDA's Expanded Access Program 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.
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 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.
The Public Cord Blood Inventory creates a large, ethnically diverse, high quality inventory of available cord blood stem cell units for those in need of life saving therapy. The Company collects cord blood units at hospitals in Florida, Arizona, and California.
The Public Cord Blood Inventory creates a large, ethnically diverse, high quality inventory of available cord blood stem cell units for those in need of life saving therapy. The Company collects cord blood units at hospitals in California.
As stated above, through the Duke License Agreement, the Company had intended to expand to a triad of core business units to include: (1) its cord blood bank and other storage services; (2) cord blood and cord tissue infusion clinic services in conjunction with the undertaking of cord blood and cord tissue clinical trials to obtain BLA approvals for new indications, and (3) biopharmaceutical manufacturing if BLA(s) were approved by the FDA.
As stated above, through the Duke License Agreement, the Company had intended to expand to a triad of core business units to include: (1) its cord blood bank and other storage services; (2) cord blood and cord tissue infusion clinic 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 BLA approvals for new indications, and (3) biopharmaceutical manufacturing if BLA(s) were approved by the FDA.
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 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.
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 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.
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 with osteoarthritis and with conditions for which there are limited U.S. Food and Drug Administration (“FDA”) approved therapies, including cerebral palsy, autism, and multiple sclerosis.
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.
As discussed further in Note 12, effective as of 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.
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.
Employees At November 30, 2024, the Company had 82 full-time employees and 4 part-time employees on the staff of the Company. Additional employees and staff will be hired on an "as needed" basis. The Company believes its relationship with its employees is good.
Employees At November 30, 2025, the Company had 72 full-time employees and 4 part-time employees on the staff of the Company. Additional employees and staff will be hired on an "as needed" basis. The Company believes its relationship with its employees is good.
The opening of the Cryo-Cell Institute for Cellular Therapies is also on pause and the Company can make no assurances as to when 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”.
The opening of the Cryo-Cell Institute for Cellular Therapies is on pause. The Company can make no assurances as to when or if it will be opened. Also, the proposed spinoff of Celle Corp. is on hold and may not take place depending on the final outcome of the Duke dispute. See “Risk Factors” and Notes 12 and 18.
The Company has made the required payments due to Duke to date under the Duke License Agreement, and in Q4 2024 made the final payment of $187,400 under the Clinical Study and Research Agreement that the Company entered into with Duke dated March 3, 2023 in connection with the Second Amendment to the Duke License 8 Agreement.
In Q4 2024, the Company made the final payment of $187,400 under the Clinical Study and Research Agreement that the Company entered into with Duke dated March 3, 2023 in connection with the Second Amendment to the Duke License Agreement.
In the future, the Company could reverse the liability relating to the RSAs up-front payments over an appropriate period of time, based on the Company’s expectations of the total amount of payments it expects to pay to the other party under the particular RSA.
The Company does not intend to enter into additional RSAs. 9 In the future, the Company could reverse the liability relating to the RSAs up-front payments over an appropriate period of time, based on the Company’s expectations of the total amount of payments it expects to pay to the other party under the particular RSA.
The Company also recorded interest expense of $1,326,766 and $1,077,967 for the fiscal years ended November 30, 2024 and 2023, respectively, which is reflected in interest expense on the accompanying consolidated statements of operations.
The Company also recorded interest expense of $1,129,545 and $1,326,766 for the fiscal years ended November 30, 2025 and 2024, respectively, which is reflected in interest expense on the accompanying consolidated statements of operations.
The Company recorded an RSA accrual of $1,344,866 and $1,076,411 as of November 30, 2024 and November 30, 2023, respectively, related to interest owed to the RSA holders, which is included in accrued expenses.
The Company recorded an RSA accrual of $1,358,059 and $1,344,866 as of November 30, 2025 and November 30, 2024, respectively, related to interest owed to the RSA holders, which is included in accrued expenses.
The Company made total payments to all RSA holders of $1,058,311 and $1,009,813 for the fiscal years ended November 30, 2024 and November 30, 2023 respectively, exclusive of termination and repurchase payments.
The Company made total payments to all RSA holders of $1,116,352 and $1,058,311 for the fiscal years ended November 30, 2025 and November 30, 2024 respectively, exclusive of termination and repurchase payments.
Specifically, pursuant to the Duke License Agreement, Duke granted to the Company an exclusive license to make, have made, use, import, offer for sale, sell and otherwise commercially exploit (with the right to sublicense) certain licensed products and to practice certain licensed processes, and the exclusive right to use certain regulatory data and technical information in connection with such licensed patent rights, in the treatment, prevention, cure, reduction, mitigation or other management of certain diseases in humans, except, with regard to certain patent rights, in certain excluded fields of use and in certain territories, subject to Duke’s reserved rights to practice the licensed rights for all research, public service, internal (including clinical) and/or educational purposes.
License Agreement with Duke University As previously disclosed, the Company entered into a Patent and Technology License Agreement dated effective as of February 23, 2021 (as amended, the "Duke License Agreement") with Duke University (“Duke”), pursuant to which Duke granted to the Company an exclusive license to make, have made, use, import, offer for sale, sell and otherwise commercially exploit (with the right to sublicense) certain licensed products and to practice certain licensed processes, and the exclusive right to use certain regulatory data and technical information in connection with such licensed patent rights, in the treatment, prevention, cure, reduction, mitigation or other management of certain diseases in humans, except, with regard to certain patent rights, in certain excluded fields of use and in certain territories, subject to Duke’s reserved rights to practice the licensed rights for all research, public service, internal (including clinical) and/or educational purposes.
As empty spaces result from attrition, the Company has agreed to fill them as soon as possible. The Company reflects these up-front payments as long-term liabilities on the accompanying consolidated financial statements. The Company does not intend to enter into additional RSAs.
As empty spaces result from attrition, the Company has agreed to fill them as soon as possible. The Company reflects these up-front payments as long-term liabilities on the accompanying consolidated financial statements.
Promotional activities also include advertisements in clinical journals and telemarketing activities. In addition, the Company exhibits at conferences, trade shows and other meetings attended by medical professionals. Significant portions of client referrals to the Company are from medical caregiver professionals. To increase awareness among expectant parent audiences, the Company continues to promote its service through internet marketing.
In addition, the Company exhibits at conferences, trade shows and other meetings attended by pregnant women and/or medical professionals. Significant portions of client referrals to the Company are from medical caregiver professionals. To increase awareness among expectant parent audiences, the Company continues to promote its service through internet marketing.
The Company’s facility, which also currently houses the Company’s client services, marketing and administrative operations, is designed to accommodate a broad range of events such as client tours and open houses, as well as educational workshops for clinicians and expectant parents.
The Company’s facility, which also currently houses the Company’s client services, marketing and administrative operations, is designed to accommodate a broad range of events such as client tours and open houses, as well as educational workshops for clinicians and expectant parents. The Company also purchased a 56,000 square-foot facility in Durham, North Carolina (the “New Facility”).
One such evolution involves activities that may be designated as or involve medical research or cooperative agreements associated with medical research. These types of activities are also governed by the FDA, specifying oversight by an Institutional Review Board (IRB).
In addition, as the organization grows and evolves, other legislation and regulations are expected to impact the Company. One such evolution involves activities that may be designated as or involve medical research or cooperative agreements associated with medical research. These types of activities are also governed by the FDA, specifying oversight by an Institutional Review Board (IRB).
The Company is also obligated to pay Duke $2,000,000 two years after the first patient or subject is treated in the first Phase III clinical trial of a licensed product comprising mesenchymal stromal cells for an indication other than Autism Spectrum Disorder, of which there can be no assurances.
As previously disclosed, the Duke License Agreement also imposes certain future royalty payment obligations, an obligation to pay certain legal fees and expenses associated with related patents, and an obligation to pay Duke $2,000,000 two years after the first patient or subject is treated in the first Phase III clinical trial of a licensed product comprising mesenchymal stromal cells for an indication other than Autism Spectrum Disorder, of which there can be no assurances.
They can be returned to the individual from whom they were taken (autologous) or donated to someone else (allogeneic). An individual’s own bone marrow may be used for a transplant if the cancer has not entered the marrow system (metastasized). Otherwise, a marrow donor needs to be identified to provide the needed bone marrow.
An individual’s own bone marrow may be used for a transplant if the cancer has not entered the marrow system (metastasized). Otherwise, a marrow donor needs to be identified to provide the needed bone marrow.
These treatments were expected to utilize the unique immunomodulatory and potential regenerative properties derived from cord blood and cord tissue.
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.
The site, which is frequently updated and improved, is divided into areas of interest, including sections for expectant parents, medical caregivers and investors. Expectant parents may request and receive information about the umbilical cord blood and cord tissue service and enroll online. Viewers may read about successful transplants using Cryo-Cell stored cord blood stem cells and access other topical information.
Expectant parents may request and receive information about the umbilical cord blood and cord tissue service and enroll online. Viewers may read about successful transplants using Cryo-Cell stored cord blood stem cells and access other topical information.
The Company’s client support team advisors are available by telephone to enroll clients and educate both expectant parents and the medical community on the life-saving potential of cord blood stem cell preservation. 5 The Company continues to use its website, www.cryo-cell.com, to market its services and to provide resource information to expectant parents.
Expectant parents have also received information via emails and internet marketing campaigns. The Company’s client support team advisors are available by telephone to enroll clients and educate both expectant parents and the medical community on the life-saving potential of cord blood stem cell preservation.
Historically, cryopreservation was required for organ transplants, blood banking and medical research. Today, cryopreservation of umbilical cord blood stem cells gives individuals the opportunity to potentially take advantage of evolving cellular therapies and other medical technologies. Hematopoietic stem cells are the building blocks of our blood and immune systems.
Today, cryopreservation of umbilical cord blood stem cells gives individuals the opportunity to potentially take advantage of evolving cellular therapies and other medical technologies. Hematopoietic stem cells are the building blocks of our blood and immune systems. They form the white blood cells that fight infection, red blood cells that carry oxygen throughout the body and platelets that promote healing.
Today, stem cell transplants are known and accepted treatments for approximately 80 diseases, 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.
With continued research in this area of medical technology, other therapeutic uses for cord blood stem cells are being explored.
As a result, during the fourth quarter of fiscal 2023, the Company recorded an impairment charge of the full carrying value of $13,108,064. Cord Blood Stem Cell Processing and Storage Business Background of Business Nearly fifty years ago researchers discovered that cells could be cryopreserved at extremely low temperatures and all cellular activity would cease until the specimens were thawed.
Cord Blood Stem Cell Processing and Storage Business Background of Business Nearly fifty years ago researchers discovered that cells could be cryopreserved at extremely low temperatures and all cellular activity would cease until the specimens were thawed. Historically, cryopreservation was required for organ transplants, blood banking and medical research.
They form the white blood cells that fight infection, red blood cells that carry oxygen throughout the body and platelets that promote healing. These cells are found in bone marrow where they continue to generate cells throughout our lives. Stem cells can be stored in a cryogenic environment, and upon thawing, infused into a patient.
These cells are found in bone marrow where they continue to generate cells throughout our lives. Stem cells can be stored in a cryogenic environment, and upon thawing, infused into a patient. They can be returned to the individual from whom they were taken (autologous) or donated to someone else (allogeneic).
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 with osteoarthritis and with conditions for which there are limited U.S. Food and Drug Administration (“FDA”) approved therapies, including cerebral palsy, autism, and multiple sclerosis.
The Duke License Agreement was amended pursuant to the First Amendment to License Agreement dated February 4, 2022 and the Second Amendment to License Agreement dated February 17, 2023. 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.
On May 15, 2024, the Company received the Certificate of Occupancy for the facility in Durham, North Carolina. Marketing Marketing Approach It is the Company’s mission to inform expectant parents and their prenatal care providers of the potential medical benefits from preserving stem cells and to provide them the means and processes for collection and storage of these cells.
Marketing Marketing Approach It is the Company’s mission to inform expectant parents and their prenatal care providers of the potential medical benefits from preserving stem cells and to provide them with the means and processes for collection and storage of these cells. Today, stem cell transplants are known and accepted treatments for approximately 80 diseases, a number of them life-threatening.
New expectant parent referrals during fiscal 2024 were provided by physicians, midwives and childbirth educators, and by client-to-client referrals and repeat clients storing the stem cells of their additional children. The Company has a national sales force to increase its marketing activities with its clinical referral sources, including physicians, midwives and hospitals.
New expectant parent referrals are provided by physicians, midwives and childbirth educators, and by client-to-client referrals and repeat clients storing the stem cells of their additional children.
As a result, during the fourth quarter of fiscal 2023, the Company recorded an impairment charge of the full carrying value of $13,108,064. As of the twelve months ended November 30, 2024 and November 30, 2023, the Company recorded $0 and $960,774, respectively, in amortization expense which is reflected in amortization expense on the accompanying consolidated statements of income.
As a result, during the fourth quarter of fiscal 2023, the Company recorded an impairment charge of the full carrying value of $13,108,064.
Information on our website is not incorporated into this Annual Report on Form 10-K and should not be considered part of this Annual Report on Form 10-K. Competition Growth in the number of families banking their newborn’s cord blood stem cells has been accompanied by an increasing landscape of competitors.
Information on our website is not incorporated into this Annual Report on Form 10-K and should not be considered part of this Annual Report on Form 10-K.
These products must be disposed in a manner that does not adversely affect the environment from which it came or where disposed of. The Department of Health on the local level primarily regulates systems and associated equipment employed in recovery activities such as back-up generators; therefore, governing specific internal processes.
These products must be disposed in a manner that does not adversely affect the environment from which it came or where disposed of.
As of the date hereof, the Company can make no assurances it will be able to expand its business into business units (2) and (3) above.
As of the date hereof, it is unlikely the Company will be able to expand its business into business units (2) and (3) above through the Duke License Agreement. Until the Duke dispute is resolved, the Company does not anticipate making further investments in activities related to the Duke License Agreement.
The Company’s previously disclosed agreement with a clinical research organization, The Emmes Company, LLC, will require an immaterial final payment if the Company terminates such agreement. The opening of the Cryo-Cell Institute for Cellular Therapies is on pause. The Company can make no assurances as to when or if it will be opened.
Until the Duke dispute is resolved, the Company does not anticipate making further investments 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.
As of the date hereof, the Company can make no assurances it will be able to expand its business into business units (2) and (3) above.
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. As of the date hereof, it is unlikely that the Company will be able to expand its business into business units (2) and (3) above through the Duke License Agreement.
Evolving legislation and regulations governing private cord blood banking in various jurisdictions throughout the world may impact the Company’s international licensees. 7 In addition, as the organization grows and evolves, other legislation and regulations are expected to impact the Company.
The Department of Health on the local level primarily regulates systems and associated equipment employed in recovery activities such as back-up generators; therefore, governing specific internal processes. 7 Evolving legislation and regulations governing private cord blood banking in various jurisdictions throughout the world may impact the Company’s international licensees.
Also, the proposed spinoff of Celle Corp. is on hold and may not take place depending on the final outcome of the Duke dispute. See “Risk Factors.” Subsidiaries and Joint Ventures Since its inception, Cryo-Cell has entered into a number of business activities through subsidiaries and joint ventures, including the following activities and those described under “International” below.
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 12 and Note 18 for additional information regarding Duke.
Removed
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.
Added
The Company acquired the New Facility to accommodate anticipated operations relating to the Patent and Technology Agreement (the “Duke License Agreement”) with Duke University (“Duke”) as discussed further in Note 18. In addition, the New Facility provides capacity not only for the Company’s existing and anticipated internal storage needs, but also enables the Company to offer storage services to third-parties.
Removed
During fiscal 2023, the Company recognized that there were indications of impairment of the assets associated with the Duke License Agreement. The Company evaluated the triggering events that existed as of November 30, 2023, tested the asset group for recoverability and measured the long-lived asset impairment.
Added
The Company has a national team of field cord blood educators who increase awareness of the benefits of storing cord blood and cord tissue to the Company’s clinical referral sources, including physicians, midwives and hospitals and to expectant parents. Other promotional activities include internet advertisements and telemarketing activities.
Removed
Due to the limited storage capacity of its existing facility in Oldsmar, FL, the Company purchased a 56,000 square foot facility located near the Research Triangle Park in the Regional Commerce Center in Durham, North Carolina ("New Facility").
Added
The Company continues to use its website, www.cryo-cell.com, to market its services and to provide resource information to expectant parents. The site, which is frequently updated and improved, is divided into areas of interest, including sections for expectant parents, medical caregivers and investors.
Removed
The Company now has space for not only its existing and future internal storage needs, but also has the capacity to offer third party pharmaceutical companies and medical institutions storage services, to set up a cellular therapy laboratory to manufacture mesenchymal stromal cells ("MSCs") and the Cryo-Cell Institute for Cellular Therapies under the same roof.
Added
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 5 significant portion of its new enrollments are generated from returning customers and referrals.
Removed
Expectant parents have also received information via emails and internet marketing campaigns.
Added
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 the storage contracts. Our public units are listed on the NMDP registry, which is connected to all other major international registries.
Removed
License Agreement with Duke University As previously disclosed, the Company entered into a Patent and Technology License Agreement dated effective as of February 23, 2021 with Duke University (“Duke”), for exclusive commercial rights to novel infusion treatments for patients with serious neurological conditions (as amended, the “Duke License Agreement”).
Added
NMDP has a contract with the Health Resources & Services Administration (HRSA), part of the Human Health Services Department of the US government, to be the single point of access for bone marrow, peripheral blood and cord blood for transplant centers needing stem cells for transplant.
Removed
The Duke License Agreement was amended pursuant to the First Amendment to License Agreement dated February 4, 2022 and the Second Amendment to License Agreement dated February 17, 2023.
Added
Additionally, the Company has definitive license agreements to market the Company’s umbilical cord blood stem cell programs in Costa Rica, El Salvador, Guatemala, Honduras, Nicaragua and Panama. Competition Growth in the number of families banking their newborn’s cord blood stem cells has been accompanied by an increasing landscape of competitors.
Removed
Cryo-Cell has notified Duke that it believes such damages are in excess of $100 million.
Added
The Company has notified Duke that it believes such damages are in excess of $100 million. 8 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.
Removed
As previously disclosed, the Duke License Agreement also imposes certain future royalty payment obligations along with an obligation to pay certain legal fees and expenses associated with related patents.
Added
On December 12, 2024, the Company filed an answering statement in response to Duke’s counterclaims. A final hearing on the Company's claims and Duke's counterclaims is scheduled for April 2026.
Removed
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.
Added
The Company has received from Duke a notice of termination of the License Agreement as of May 17, 2025.
Added
Duke’s notice of termination is based on its claim that the Company breached the Duke License Agreement, which Duke asserted after the Company filed its Arbitration Demand against Duke with the American Arbitration Association alleging that Duke fraudulently induced Cryo-Cell to enter the Duke License Agreement and that Duke breached the agreement on various occasions.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe commencement or completion of nonclinical studies or clinical trials can be delayed or prevented for a number of reasons, including: • limitations directly caused by, or restrictions imposed in response to, the COVID-19 pandemic, including our ability to conduct research and development and clinical trials, to engage or continue to engage with third-party contractors and suppliers or to comply with regulatory obligations relating to our business; • an inability to raise sufficient capital to commence, conduct, or complete clinical trials; • findings in nonclinical trials; • difficulties obtaining regulatory approval to commence a clinical trial or complying with conditions imposed by a regulatory authority regarding the scope or term of a clinical trial; • clinical trials also may be delayed or terminated as a result of ambiguous or negative interim results.
Biggest changeThe commencement or completion of nonclinical studies or clinical trials can be delayed or prevented for a number of reasons, including: • an inability to raise sufficient capital to commence, conduct, or complete clinical trials; • findings in nonclinical trials; • difficulties obtaining regulatory approval to commence a clinical trial or complying with conditions imposed by a regulatory authority regarding the scope or term of a clinical trial; 13 • clinical trials also may be delayed or terminated as a result of ambiguous or negative interim results.
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.
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.
Our certificate of incorporation and bylaws include provisions that: • authorize the board of directors to issue, without stockholder approval, blank-check preferred stock that, if issued, could operate as a “poison pill” to dilute the stock ownership of a potential hostile acquirer to prevent an acquisition that is not approved by the board of directors; • establish advance notice requirements for stockholder nominations of directors and for stockholder proposals that can be acted on at stockholder meetings; • limit who may call stockholder meetings; • require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent; 24 • provide that the board may increase the size of our board of directors and authorize the board to fill any vacancies on our board of directors by a majority of directors then in office; • authorize us to indemnify officers and directors against losses that they may incur in investigations and legal proceedings resulting from their services to us, which may include services in connection with takeover defense measures; and • establish the Court of Chancery of the State of Delaware, unless the Corporation consents to an alternative forum, as the sole and exclusive forum for certain for any current or former shareholder (including a current or former beneficial owner) to bring any claim relating to an internal matter, other than as to any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination).
Our certificate of incorporation and bylaws include provisions that: • authorize the board of directors to issue, without stockholder approval, blank-check preferred stock that, if issued, could operate as a “poison pill” to dilute the stock ownership of a potential hostile acquirer to prevent an acquisition that is not approved by the board of directors; • establish advance notice requirements for stockholder nominations of directors and for stockholder proposals that can be acted on at stockholder meetings; • limit who may call stockholder meetings; • require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent; • provide that the board may increase the size of our board of directors and authorize the board to fill any vacancies on our board of directors by a majority of directors then in office; • authorize us to indemnify officers and directors against losses that they may incur in investigations and legal proceedings resulting from their services to us, which may include services in connection with takeover defense measures; and • establish the Court of Chancery of the State of Delaware, unless the Corporation consents to an alternative forum, as the sole and exclusive forum for certain for any current or former shareholder (including a current or former beneficial owner) to bring any claim relating to an internal matter, other than as to any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination).
Our growth and future license income and return on investments from these sources will be impacted by these challenges, which include: • failure of local laws to provide the same degree of protection against infringement of our intellectual property rights; • certain laws and business practices that could prevent our business from operating or favor local competitors, which could slow or limit our growth in international markets; • entering into licensing agreements with organizations capable of undertaking and sustaining operations; • the expense of entering into licensing and investment arrangements in new foreign markets; • changes in local political, economic, social, and labor conditions, which may adversely affect our business; • risks associated with trade restrictions and foreign import requirements, including the importation and exportation of our solutions, as well as changes in trade, tariffs, restrictions or requirements; • heightened risks of unethical, unfair or corrupt business practices, actual or claimed, in certain geographies; • fluctuations in currency exchange rates, which may make doing business with us less appealing as our contracts are generally denominated in U.S. dollars; • greater difficulty in enforcing contracts; • lack of brand awareness that can make commercializing our products more difficult and expensive; • management communication and integration problems resulting from cultural differences and geographic dispersion; • the uncertainty and limitation of protection for intellectual property rights in some countries; • potentially different pricing environments, longer payment cycles in some countries, increased credit risk, and higher levels of payment fraud; • uncertainty regarding liability for products and services, including uncertainty as a result of local laws and lack of legal precedent; • different employee/employer relationships, existence of workers’ councils and labor unions, and other challenges caused by distance, language, and cultural differences, making it harder to do business in certain jurisdictions; and 19 • compliance with complex foreign and U.S. laws and regulations applicable to international operations may increase the cost of doing business in international jurisdictions.
Our growth and future license income and return on investments from these sources will be impacted by these challenges, which include: • failure of local laws to provide the same degree of protection against infringement of our intellectual property rights; 18 • certain laws and business practices that could prevent our business from operating or favor local competitors, which could slow or limit our growth in international markets; • entering into licensing agreements with organizations capable of undertaking and sustaining operations; • the expense of entering into licensing and investment arrangements in new foreign markets; • changes in local political, economic, social, and labor conditions, which may adversely affect our business; • risks associated with trade restrictions and foreign import requirements, including the importation and exportation of our solutions, as well as changes in trade, tariffs, restrictions or requirements; • heightened risks of unethical, unfair or corrupt business practices, actual or claimed, in certain geographies; • fluctuations in currency exchange rates, which may make doing business with us less appealing as our contracts are generally denominated in U.S. dollars; • greater difficulty in enforcing contracts; • lack of brand awareness that can make commercializing our products more difficult and expensive; • management communication and integration problems resulting from cultural differences and geographic dispersion; • the uncertainty and limitation of protection for intellectual property rights in some countries; • potentially different pricing environments, longer payment cycles in some countries, increased credit risk, and higher levels of payment fraud; • uncertainty regarding liability for products and services, including uncertainty as a result of local laws and lack of legal precedent; • different employee/employer relationships, existence of workers’ councils and labor unions, and other challenges caused by distance, language, and cultural differences, making it harder to do business in certain jurisdictions; and • compliance with complex foreign and U.S. laws and regulations applicable to international operations may increase the cost of doing business in international jurisdictions.
We may incur significant costs in replacing or modifying equipment in which we have already made a substantial investment prior to the end of its anticipated useful life. In 15 addition, there may be significant advances in other treatment methods, such as genetics, or in disease prevention techniques, which could significantly reduce the need for the services we provide.
We may incur significant costs in replacing or modifying equipment in which we have already made a substantial investment prior to the end of its anticipated useful life. In addition, there may be significant advances in other treatment methods, such as genetics, or in disease prevention techniques, which could significantly reduce the need for the services we provide.
Although we maintain insurance to protect ourselves in the event of a breach or disruption of certain of our information systems, we cannot ensure that the coverage is adequate to compensate for any damages that may be incurred. Increasing use of social media could give rise to liability, breaches of data security, or reputational damage.
Although we maintain insurance to protect ourselves in the event of a breach or disruption of certain of our information systems, we cannot ensure that the coverage is adequate to compensate for any damages that may be incurred. 20 Increasing use of social media could give rise to liability, breaches of data security, or reputational damage.
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, 11 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.
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.
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.
MSCs are increasingly being researched in regenerative medicine for a 12 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 requirements for compliance to this section include annual registration of the device, listing of devices with the FDA, good manufacturing practice, labeling, and prohibitions against misbranding and adulteration. 17 Currently, the states of California, Illinois, Maryland, New Jersey and New York require cord blood banks to be registered or licensed.
The requirements for compliance to this section include annual registration of the device, listing of devices with the FDA, good manufacturing practice, labeling, and prohibitions against misbranding and adulteration. Currently, the states of California, Illinois, Maryland, New Jersey and New York require cord blood banks to be registered or licensed.
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. We may not be able to successfully grow or operate our business. Our business may decline, may not grow or may grow more slowly than expected.
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. We may not be able to successfully grow or operate our business. 11 Our business may decline, may not grow or may grow more slowly than expected.
In addition, with the purchase of the manufacturing rights to the PrepaCyte CB Processing System on June 30, 2015, we are required to register this product as a Medical Device under the Federal Food, Drug, and Cosmetic Act which is also subject to FDA inspection.
In addition, with the purchase of the manufacturing rights to the PrepaCyte CB Processing System on 16 June 30, 2015, we are required to register this product as a Medical Device under the Federal Food, Drug, and Cosmetic Act which is also subject to FDA inspection.
A failure in the performance of our cryopreservation storage facility or systems, or those of Duke could harm our business and reputation. To the extent our cryopreservation storage service, or the storage by Duke with regard to our public cord blood specimens, is disrupted, discontinued or the performance is impaired, our business and operations could be adversely affected.
A failure in the performance of our cryopreservation storage facility or systems, or those of Duke could harm our business and reputation. 14 To the extent our cryopreservation storage service, or the storage by Duke with regard to our public cord blood specimens, is disrupted, discontinued or the performance is impaired, our business and operations could be adversely affected.
The Company is not currently including an estimate of legal fees and other related litigation costs in its estimate of loss contingencies. There is uncertainty with regard to whether we will be able to maximize shareholder value through the Duke License Agreement.
The Company is not currently including an estimate of legal fees and other related litigation costs in its estimate of loss contingencies. 15 There is uncertainty with regard to whether we will be able to maximize shareholder value through the Duke License Agreement.
We anticipate that service fees from the processing and storage of umbilical cord blood stem cells will continue to comprise a substantial majority of our revenue in the future and, therefore, our future success depends on 12 the successful and continued market acceptance of this service.
We anticipate that service fees from the processing and storage of umbilical cord blood stem cells will continue to comprise a substantial majority of our revenue in the future and, therefore, our future success depends on the successful and continued market acceptance of this service.
Significant preclinical or nonclinical testing and studies or clinical trial delays for our investigational treatments could allow our competitors to bring products to market before we do. 13 Our product candidates are subject to substantial government regulation, including the regulation of nonclinical testing and clinical trials.
Significant preclinical or nonclinical testing and studies or clinical trial delays for our investigational treatments could allow our competitors to bring products to market before we do. Our product candidates are subject to substantial government regulation, including the regulation of nonclinical testing and clinical trials.
Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their 21 own products and further may export otherwise infringing products to territories where we have patent protection, but enforcement is not as strong as that in the United States.
Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their own products and further may export otherwise infringing products to territories where we have patent protection, but enforcement is not as strong as that in the United States.
Future litigation or regulatory proceedings, which could result in substantial cost and uncertainty, may also be necessary to enforce our patent or other intellectual property rights or to determine the scope and validity of other parties’ proprietary rights.
Future litigation or regulatory proceedings, which could result in substantial cost and uncertainty, may also be 21 necessary to enforce our patent or other intellectual property rights or to determine the scope and validity of other parties’ proprietary rights.
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.
Section 22 of the Securities Act creates concurrent jurisdiction for federal and 24 state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.
Failure of these systems 20 or any significant breach of our data security could have an adverse effect on our business and may materially adversely affect our operating results and financial condition.
Failure of these systems or any significant breach of our data security could have an adverse effect on our business and may materially adversely affect our operating results and financial condition.
Risks Related to being a Public Company 22 We incur significant costs and demands as a result of operating as a public company. We incur significant legal, accounting and other expenses to meet our obligations as a publicly traded company.
Risks Related to being a Public Company We incur significant costs and demands as a result of operating as a public company. We incur significant legal, accounting and other expenses to meet our obligations as a publicly traded company.
Our common stock may be delisted from NYSE American LLC ("NYSE") if we fail to comply with continued listing standards. If we fail to meet any of the continued listing standards of the NYSE, our common stock could be delisted from the exchange. These continued listing standards include specifically enumerated criteria, including compliance with the NYSE's corporate governance requirements.
If we fail to meet any of the continued listing standards of the NYSE, our common stock could be delisted from the exchange. These continued listing standards include specifically enumerated criteria, including compliance with the NYSE's corporate governance requirements. If we fail to comply with the NYSE's continued listing standards, we may be delisted from the NYSE.
As discussed in Note 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.
As discussed in Notes 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.
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.
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 software developers, bioinformaticists, operations personnel, sales and marketing personnel, and business development personnel.
The Duke License Agreement has been transferred to Celle Corp. and other assets and liabilities were expected to be transferred to Cell Corp. in connection therewith. As previously disclosed, the Company’s Board of Directors has authorized the spin-off of Celle Corp. to the Company’s shareholders and to explore all strategic alternatives for the Company (post spin-off) to maximize shareholder value.
The Duke License Agreement has been transferred to Celle Corp. and other assets and liabilities were expected to be transferred to Celle Corp. in connection therewith. As previously disclosed, the Company’s Board of Directors previously authorized the spin-off of Celle Corp. to the Company’s shareholders and the exploration of strategic alternatives for the Company (post spin-off) to maximize shareholder value.
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.
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.
Based upon shares of common stock outstanding as of November 30, 2024, our executive officers, directors, 5% stockholders (known to us through publicly available information) and their affiliates beneficially owned 23 approximately 45% of our voting stock. Therefore, these stockholders have the ability to substantially influence us through this ownership position.
Based upon shares of common stock outstanding as of November 30, 2025, our executive officers, directors, 5% stockholders (known to us through publicly available information) and their affiliates beneficially owned approximately 47% of our voting stock. Therefore, these stockholders have the ability to substantially influence us through this ownership position.
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”).
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 MSCs.
On November 18, 2024, Duke responded to the Arbitration Demand and asserted counterclaims against the Company 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 cannot currently predict the outcome of the arbitration.
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.
These types of activities are also governed by the FDA, specifying oversight by an Institutional Review Board (IRB). The IRB is a board or committee that approves the initiation of, and conducts periodic review of, biomedical research involving human subjects. The primary purpose of such review is to assure the protection of the rights and welfare of the human subjects.
These types of activities are also governed by the FDA, 17 specifying oversight by an Institutional Review Board (IRB). The IRB is a board or committee that approves the initiation of, and conducts periodic review of, biomedical research involving human subjects.
Governance of biomedical research is codified as laws by Title 21 of the Code of Federal Regulations (CFR) Part 56, and enforced by the FDA. Other medical research associated with clinical trials may require an Investigational New Drug Application (IND).
The primary purpose of such review is to assure the protection of the rights and welfare of the human subjects. Governance of biomedical research is codified as laws by Title 21 of the Code of Federal Regulations (CFR) Part 56, and enforced by the FDA. Other medical research associated with clinical trials may require an Investigational New Drug Application (IND).
Furthermore, as further discussed in Note 18, there can be no assurances 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.
Furthermore, as further discussed in Notes 12 and 18, it is unlikely that 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.
We are a “smaller reporting company,” meaning that we have a public float of less than $250 million, have annual revenues of less than $100 million during the most recently completed fiscal year and the value of our voting and nonvoting common stock held by non-affiliates on the last business day of our second fiscal quarter in that fiscal year is less than $700.0 million.
We are a “smaller reporting company” and, as a result of the reduced disclosure and governance requirements applicable to smaller reporting companies, our common stock may be less attractive to investors. 23 We are a “smaller reporting company,” meaning that we have a public float of less than $250 million, have annual revenues of less than $100 million during the most recently completed fiscal year and the value of our voting and nonvoting common stock held by non-affiliates on the last business day of our second fiscal quarter in that fiscal year is less than $700.0 million.
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 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.
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.
Such delays or rejection may be encountered due to, among other reasons, government or regulatory delays, lack of efficacy during clinical trials, unforeseen safety issues, or changes in regulatory policy during the period of product development.
We may encounter such delays and rejection of our product candidates by the FDA or other regulatory authority may also adversely affect our business. Such delays or rejection may be encountered due to, among other reasons, government or regulatory delays, lack of efficacy during clinical trials, unforeseen safety issues, or changes in regulatory policy during the period of product development.
As discussed further in Note 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.
As discussed further in Notes 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.
Although we believe we are in compliance with all applicable laws, a violation of such laws, or the future enactment of more stringent laws or regulations, could subject us to liability, or require us to incur costs that would have an adverse effect on us. 18 Risks Related to International Operations Our international operations are subject to risk and we may not be able to successfully protect our intellectual property.
Although we believe we are in compliance with all applicable laws, a violation of such laws, or the future enactment of more stringent laws or regulations, could subject us to liability, or require us to incur costs that would have an adverse effect on us.
As result of the Arbitration Demand against Duke, there can be no assurance that any such the spinoff or any contemplated strategic alternatives will take place.
As result of the Arbitration Demand against 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 spinoff or any contemplated strategic alternatives will take place.
If we fail to maintain an effective system of internal control over financial reporting in the future, we may not be able to accurately report our financial condition, results of operations or cash flows, which may adversely affect investor confidence in us and, as a result, the value of our common stock.
As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as our executive officers, which may adversely affect investor confidence in us and could cause our business or stock price to suffer. 22 If we fail to maintain an effective system of internal control over financial reporting in the future, we may not be able to accurately report our financial condition, results of operations or cash flows, which may adversely affect investor confidence in us and, as a result, the value of our common stock.
If we fail to comply with the NYSE's continued listing standards, we may be delisted from the NYSE. 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.
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.
International licenses of our technology and services account for a portion of our income and our international growth may be limited if we are unable to successfully manage our international activities. We are subject to a number of challenges that relate to our international business activities.
Risks Related to International Operations Our international operations are subject to risk and we may not be able to successfully protect our intellectual property. International licenses of our technology and services account for a portion of our income and our international growth may be limited if we are unable to successfully manage our international 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.
Until the Duke arbitration claims are resolved, the Company does not anticipate making further investments in activities related to the Duke License Agreement.
The occurrence of any one of these risks could harm our international business and, consequently, our results of operations. Additionally, operating in international markets requires significant management attention and financial resources. We cannot be certain that the investment and additional resources required to operate in other countries will produce desired levels of revenue or profitability.
The occurrence of any one of these risks could harm our international business and, consequently, our results of operations. Additionally, operating in international markets requires significant management attention and financial resources.
If we do not comply with applicable regulatory requirements, such violations could result in warning letters, non-approval, suspensions of regulatory approvals or ongoing clinical trials, civil penalties and criminal fines, product seizures and recalls, operating restrictions, injunctions, and criminal prosecution. 14 We may encounter such delays and rejection of our product candidates by the FDA or other regulatory authority may also adversely affect our business.
In addition to testing and approval procedures, extensive regulations also govern marketing, manufacturing, distribution, labeling, and record-keeping procedures. If we do not comply with applicable regulatory requirements, such violations could result in warning letters, non-approval, suspensions of regulatory approvals or ongoing clinical trials, civil penalties and criminal fines, product seizures and recalls, operating restrictions, injunctions, and criminal prosecution.
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 may not be able to recover all or any of its damages or all or any of its investment in the Duke License Agreement. From time to time, the Company is subject to proceedings, lawsuits, contract disputes and other claims in the normal course of its business.
From time to time, the Company is subject to proceedings, lawsuits, contract disputes and other claims in the normal course of its business. 16 The Company believes that the resolution of these matter should not have a material adverse effect on the Company’s business, consolidated financial position or results of operations.
The Company believes that the resolution of these matters, 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.
Any of the risks described below could significantly and adversely affect our business, prospects, financial condition or results of operations. There is uncertainty with regard to whether we will be able to maximize shareholder value through the completion of a strategic transaction or successfully spinoff Celle Corp.
Any of the risks described below could significantly and adversely affect our business, prospects, financial condition or results of operations. Our common stock may be delisted from NYSE American LLC ("NYSE") if we fail to comply with continued listing standards.
Removed
On February 22, 2024, the Company formed its wholly owned Delaware subsidiary, Celle Corp. Celle Corp. was created to hold certain assets of Cryo-Cell not directly associated with the recurring revenue stream from privately banked, umbilical cord blood specimens. The Duke Agreement has been transferred to Celle Corp. and other assets and liabilities were expected to be transferred.
Added
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.
Removed
As previously disclosed, the Company’s Board of Directors has authorized the spin-off of Celle Corp. to the Company’s shareholders and to explore all strategic alternatives for the Company (post spin-off) to maximize shareholder value. As result of the Arbitration Demand against Duke, there can be no assurance that any such spinoff or any contemplated strategic alternatives will take place.
Added
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.
Removed
There are several conditions that must first be satisfied, including obtaining certain third party consents, such as that of the Company’s lender.
Added
We are subject to a number of challenges that relate to our international business activities.
Removed
If the Company is unable to spinoff Cell Corp., it will continue to own Cell Corp. and will continue to be obligated under the Duke Agreement and related agreements, such as the Duke Research Agreement and the Master Services Agreement with Emmes Biopharma Services LLC, all of which impose significant funding obligations, which could negatively impact the Company’s financial condition.
Added
We cannot be certain that the investment and additional resources required to operate in other countries will produce desired levels of revenue or profitability. 19 We are subject to the Foreign Corrupt Practices Act.
Removed
In addition to testing and approval procedures, extensive regulations also govern marketing, manufacturing, distribution, labeling, and record-keeping procedures.
Removed
We are subject to the Foreign Corrupt Practices Act.
Removed
As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as our executive officers, which may adversely affect investor confidence in us and could cause our business or stock price to suffer.
Removed
We are a “smaller reporting company” and, as a result of the reduced disclosure and governance requirements applicable to smaller reporting companies, our common stock may be less attractive to investors.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe believe we have allocated adequate resources related to our cybersecurity risk management processes and have designated our Chief Information Officer with the responsibility of managing the cybersecurity risk assessment and mitigation process with the oversight of the Chief Financial Officer responsible for the consolidated financial statements for the year ended November 30, 2024.
Biggest changeFollowing these risk assessments, we design, implement, and maintain reasonable safeguards to minimize the identified risks; reasonably address any identified gaps in existing safeguards; update existing safeguards as necessary; and monitor the effectiveness of our safeguards. 25 We believe we have allocated adequate resources related to our cybersecurity risk management processes and have designated our Chief Information Officer with the responsibility of managing the cybersecurity risk assessment and mitigation process with the oversight of the Chief Financial Officer responsible for the consolidated financial statements for the year ended November 30, 2025.
ITEM 1C. CYBERSECURITY. Risk Management Strategy 25 We have established policies and processes for assessing, identifying, and managing material risks from cybersecurity threats, and have integrated these processes into our overall risk management systems and processes.
ITEM 1C. CYBERSECURITY. Risk Management Strategy We have established policies and processes for assessing, identifying, and managing material risks from cybersecurity threats, and have integrated these processes into our overall risk management systems and processes.
Our risk management process also encompasses cybersecurity risks associated with the use of our major third-party vendors and service providers . Following these risk assessments, we design, implement, and maintain reasonable safeguards to minimize the identified risks; reasonably address any identified gaps in existing safeguards; update existing safeguards as necessary; and monitor the effectiveness of our safeguards.
Our risk management process also encompasses cybersecurity risks associated with the use of our major third-party vendors and service providers .

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeOn May 2, 2023, the Company extended this lease through December 31, 2026. The Company entered into a one-year lease in July 2023 for an additional 800 square feet of office space in Miami, Florida for annual rent of approximately $48,000. The lease commenced during July 2023.
Biggest changeOn May 2, 2023, the Company extended this lease through December 31, 2026. On July 8, 2025, the Company extended this lease through December 31, 2027. The Company entered into a one-year lease in July 2023 for an additional 800 square feet of office space in Miami, Florida for annual rent of approximately $48,000. The lease commenced during July 2023.
Rent charged to operations was $442,874 and $400,716 for the fiscal years ended November 30, 2024 and 2023, respectively, and is included in cost of sales and selling, general and administrative expenses in the consolidated statements of operations.
Rent charged to operations was $456,204 and $442,874 for the fiscal years ended November 30, 2025 and 2024, respectively, and is included in cost of sales and selling, general and administrative expenses in the consolidated statements of operations.
The future minimum rental payments under the current operating lease are as follows: Fiscal Year Ending November 30, Rent 2025 $ 495,350 2026 $ 493,502 2027 $ 38,247 26
The future minimum rental payments under the current operating lease are as follows: Fiscal Year Ending November 30, Rent 2026 $ 485,656 2027 $ 457,513 2028 $ 38,175

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThe Company believes that the resolution of this matter 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 the claims asserted, which could negatively and materially impact the Company’s business, consolidated financial position and results of operations.
Biggest changeOn September 5, 2025, the plaintiff and the Company filed stipulations to dismissal of the American Arbitration Association proceeding, the United States District Court proceeding, and their respective claims with prejudice. The resolution of this matter did not have a material adverse effect on the Company’s business, consolidated financial position or results of operations.
On October 27, 2023, the plaintiff filed a demand for arbitration and statement of claims with the American Arbitration Association, and on January 18, 2024, the plaintiff filed an amended statement of claims dropping her class action allegations against the Company. On March 19, 2024, the Company filed an answering statement and counterclaim in response to the plaintiff’s claims.
On October 27, 2023, the plaintiff filed a demand for arbitration and statement of claims with the American Arbitration Association, and on January 18, 2024, the plaintiff filed an amended statement of claims dropping her class action 26 allegations against the Company. On March 19, 2024, the Company filed an answering statement and counterclaim in response to the plaintiff’s claims.
On November 18, 2024, Duke responded to the Arbitration Demand and asserted counterclaims against the Company 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 believes Duke’s counterclaims are without merit and intends to contest them vigorously.
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.
Litigation is inherently uncertain and there can be no assurance that the Company will prevail. The Company does not include an estimate of legal fees and other related defense costs in its estimate of loss contingencies. See “Note 18” and "Risk Factors" for additional information regarding Duke.
Nor can there be any assurances the Company will open the Cryo-Cell Institute for Cellular Therapies. The Company does not include an estimate of legal fees and other related defense costs in its estimate of loss contingencies. See “Note 18” and "Risk Factors" for additional information regarding Duke.
Litigation is inherently uncertain and there can be no assurance that the Company will prevail. The Company does not include an estimate of legal fees and other related defense costs in its estimate of loss contingencies.
The Company does not include an estimate of legal fees and other related defense costs in its estimate of loss contingencies.
A final hearing on the plaintiff’s remaining individual claims and on the Company’s counterclaim is scheduled for September 2025. The Company believes the plaintiff’s claims are unlikely to prevail and is contesting the action vigorously.
The Company has received from Duke a notice of termination of the License Agreement as of May 17, 2025. The Company believes Duke’s counterclaims are without merit and intends to contest them vigorously. A final hearing on the Company’s claims and Duke’s counterclaims is scheduled for April 2026.
Added
Litigation is inherently uncertain and there can be no assurance that the Company will prevail.
Added
As discussed further in Note 18, it is unlikely that 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 Celle Corp. or otherwise obtain the benefits of the Duke License Agreement.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe dividend was funded by a revolving line of credit from Susser Bank (see Note 4).
Biggest changeThe dividend was funded by a revolving line of credit from Susser Bank (see Note 4). On January 24, 2025, the Board of Directors of the Company declared a cash dividend of $0.25 per share of common stock to be paid to its stockholders of record as of the close of business on February 28, 2025.
Stock Repurchases in the Fourth Quarter There were no purchases of the Company's common stock during the three months ended November 30, 2024. The following table sets forth as of November 30, 2024, the Company’s equity compensation plans approved by shareholders. At such date the Company had no equity compensation plans that had not been approved by shareholders.
Stock Repurchases in the Fourth Quarter There were no purchases of the Company's common stock during the three months ended November 30, 2025. The following table sets forth as of November 30, 2025, the Company’s equity compensation plans approved by shareholders. At such date the Company had no equity compensation plans that had not been approved by shareholders.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED ST OCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES . The Company's common stock is quoted on the NYSE American LLC under the symbol “CCEL”. The last price of our common stock as reported on the NYSE American on February 20, 2025 was $8.05 per share.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED ST OCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES . The Company's common stock is quoted on the NYSE American LLC under the symbol “CCEL”. The last price of our common stock as reported on the NYSE American on February 20, 2026 was $3.36 per share.
As of November 30, 2024, the Company had 144 shareholders of record, and management believes there are approximately 1,500 additional beneficial holders of the Company’s common stock.
As of November 30, 2025, the Company had 134 shareholders of record, and management believes there are approximately 1,200 additional beneficial holders of the Company’s common stock.
Equity Compensation plans approved by stockholders Number of securities to be issued upon exercise of outstanding options, warrants, rights and issued restricted shares Weighted- average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column) Cryo-Cell International, Inc. 2006 Stock Incentive Plan 15,000 $ 3.09 — Cryo-Cell International, Inc. 2012 Stock Incentive Plan 188,578 $ 8.09 — Cryo-Cell International, Inc. 2022 Stock Incentive Plan 765,300 $ 9.46 724,700 Total 968,878 $ 9.10 724,700
Equity Compensation plans approved by stockholders Number of securities to be issued upon exercise of outstanding options, warrants, rights and issued restricted shares Weighted- average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column) Cryo-Cell International, Inc. 2006 Stock Incentive Plan 7,500 $ 3.10 — Cryo-Cell International, Inc. 2012 Stock Incentive Plan 188,578 $ 8.09 — Cryo-Cell International, Inc. 2022 Stock Incentive Plan 833,900 $ 8.99 611,100 Total 1,029,978 $ 8.78 611,100
On January 24, 2025, subsequent to the balance sheet date, the Board of Directors of the Company declared a cash dividend of $0.25 per share of common stock to be paid to its stockholders of record as of the close of business on February 28, 2025. Unregistered Sale of Equity Securities and Use of Proceeds None.
On May 7, 2025, the Board of Directors of the Company declared a cash dividend of $0.15 per share of common stock that was paid to its stockholders of record as of the close of business on May 21, 2025. The dividend was paid on May 30, 2025. Unregistered Sale of Equity Securities and Use of Proceeds None.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

63 edited+17 added−16 removed71 unchanged
Biggest changeThe increase in cash and cash equivalents during the twelve months ended November 30, 2024 was primarily attributable to the following: • Net cash provided by operating activities in fiscal 2024 was $6,010,910 which was attributable to the Company’s operating activities. • Net cash provided by operating activities in fiscal 2023 was $8,919,754 which was attributable to the Company’s operating activities. • Net cash used in investing activities in fiscal 2024 was $4,876,899 which was primarily attributable to $2,403,708 used to purchase equipment, $1,200,000 used as part of the Patent and Technology License Agreement with Duke (See Note 18), and $2,891,423 for the purchase of marketable securities, which was offset by the sale of marketable securities in the amount of $1,516,359. • Net cash used in investing activities in fiscal 2023 was $8,144,754 which was primarily attributable to $6,838,969 used to purchase property and equipment including a new facility, $799,999 used as part of the Patent Option and Technology License Agreement with Duke (See Note 18) and $1,083,923 for the purchase of marketable securities, which was offset by the sale of marketable securities in the amount of $397,831. • Net cash used in financing activities in fiscal 2024 was $979,118 which was primarily attributable to the payments of $136,382 to partially repay the Susser Bank notes payable described above, $1,423,871 used to repurchase the Company's common stock, and $2,922,728 to repay the RCF which was partially offset by the receipt of $5,220,000 received per a RCF from Susser Bank described above. • Net cash from financing activities in fiscal 2023 was $2,072,891 which was primarily attributable to the payments of $156,355 to partially repay the Susser Bank notes payable described above, $799,036 used to repurchase the Company's common stock, and $2,000,000 to repay the RCF which was partially offset by the receipt of $950,000 received per a RCF from Susser Bank described above.
Biggest changeThe decrease in cash and cash equivalents during the twelve months ended November 30, 2025 was primarily attributable to the following: • Net cash provided by operating activities in fiscal 2025 was $5,478,606 which was attributable to the Company’s operating activities. 33 • Net cash provided by operating activities in fiscal 2024 was $6,010,910 which was attributable to the Company’s operating activities. • Net cash used in investing activities in fiscal 2025 was $975,332 which was primarily attributable to $230,475 used to purchase equipment and $3,647,764 used to purchase marketable securities, which was offset by the sale of marketable securities in the amount of $2,787,907 and $115,000 from the sale of equipment. • Net cash used in investing activities in fiscal 2024 was $4,876,899 which was primarily attributable to $2,403,708 used to purchase equipment, $1,200,000 used as part of the Patent and Technology License Agreement with Duke (See Note 18), and $2,891,423 for the purchase of marketable securities, which was offset by the sale of marketable securities in the amount of $1,516,359. • Net cash used in financing activities in fiscal 2025 was $4,745,203 which was primarily attributable to the payments of $10,167,575 to partially repay the Susser Bank note payable and revolving line of credit described above, $169,502 used to repurchase the Company's common stock, and $3,231,227 used to pay cash dividends 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, respectively.
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.
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 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.
The factors that might cause such differences include, among others: a. the complexities, uncertainties, required consents and timing related to the potential spinoff of Celle Corp., b. any adverse effect or limitations caused by recent increases in government regulation of stem cell storage facilities; c. any increased competition in our business including increasing competition from public cord blood banks particularly in overseas markets but also in the U.S.; d. any decrease or slowdown in the number of people seeking to store umbilical cord blood stem cells or decrease in the number of people paying annual storage fees; e. any adverse impacts on revenue or operating margins due to the costs associated with increased growth in our business, including the possibility of unanticipated costs relating to the operation of our facility and costs relating to the commercial launch of new types of stem cells; f. any unique risks posed by our international activities, including but not limited to local business laws or practices that diminish our affiliates’ ability to effectively compete in their local markets; g. any technological or medical breakthroughs that would render our business of stem cell preservation obsolete; h. any material failure or malfunction in our storage facilities; or any natural disaster or act of terrorism that adversely affects stored specimens; i. any adverse results to our prospects, financial condition or reputation arising from any material failure or compromise of our information systems; j. the costs associated with defending or prosecuting litigation matters, particularly including litigation related to intellectual property, and any material adverse result from such matters; k. the success of our licensing agreements and their ability to provide us with royalty fees; l. any difficulties and increased expense in enforcing our international licensing agreements; m. any adverse performance by or relations with any of our licensees; n. any inability to enter into new licensing arrangements including arrangements with non-refundable upfront fees; 29 o. any inability to realize cost savings as a result of recent acquisitions; p. any inability to realize a return on an investment; q. any adverse impact on our revenues and operating margins as a result of discounting of our services in order to generate new business in tough economic times where consumers are selective with discretionary spending; r. the success of our global expansion initiatives and product diversification; s. our actual future ownership stake in future therapies emerging from our collaborative research partnerships; t. our ability to minimize our future costs related to R&D initiatives and collaborations and the success of such initiatives and collaborations; u. any inability to successfully identify and consummate strategic acquisitions; v. any inability to realize benefits from any strategic acquisitions; w. the Company’s ability to realize a profit on the acquisition of PrepaCyte-CB; x. the Company’s ability to realize a profit on the acquisition of Cord:Use; y. the Company's actual future competitive position in stem cell innovation; z. future success of its core business and the competitive impact of public cord blood banking on the Company’s business; aa. 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. the success of the Company's initiative to purchase a new facility and expand the Company's cryopreservation and cold storage business by introducing a new service, ExtraVault, cc. the expense, timing and uncertain results of clinical trials related to the Duke Agreement, dd. 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. the Company's spinoff of Celle Corp., ff. the outcome of the Company's Arbitration Demad against Duke, and gg. the other risk factors set forth in this Report under the heading "Risk Factors." Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof.
The factors that might cause such differences include, among others: a. the complexities, uncertainties, required consents and timing related to the potential spinoff of Celle Corp., b. any adverse effect or limitations caused by recent increases in government regulation of stem cell storage facilities; c. any increased competition in our business including increasing competition from public cord blood banks particularly in overseas markets but also in the U.S.; d. any decrease or slowdown in the number of people seeking to store umbilical cord blood stem cells or decrease in the number of people paying annual storage fees; e. any adverse impacts on revenue or operating margins due to the costs associated with increased growth in our business, including the possibility of unanticipated costs relating to the operation of our facility and costs relating to the commercial launch of new types of stem cells; f. any unique risks posed by our international activities, including but not limited to local business laws or practices that diminish our affiliates’ ability to effectively compete in their local markets; g. any technological or medical breakthroughs that would render our business of stem cell preservation obsolete; h. any material failure or malfunction in our storage facilities; or any natural disaster or act of terrorism that adversely affects stored specimens; i. any adverse results to our prospects, financial condition or reputation arising from any material failure or compromise of our information systems; j. the costs associated with defending or prosecuting litigation matters, particularly including litigation related to intellectual property, and any material adverse result from such matters; k. the success of our licensing agreements and their ability to provide us with royalty fees; l. any difficulties and increased expense in enforcing our international licensing agreements; m. any adverse performance by or relations with any of our licensees; n. any inability to enter into new licensing arrangements including arrangements with non-refundable upfront fees; 29 o. any inability to realize cost savings as a result of recent acquisitions; p. any inability to realize a return on an investment; q. any adverse impact on our revenues and operating margins as a result of discounting of our services in order to generate new business in tough economic times where consumers are selective with discretionary spending; r. the success of our global expansion initiatives and product diversification; s. our actual future ownership stake in future therapies emerging from our collaborative research partnerships; t. our ability to minimize our future costs related to R&D initiatives and collaborations and the success of such initiatives and collaborations; u. any inability to successfully identify and consummate strategic acquisitions; v. any inability to realize benefits from any strategic acquisitions; w. the Company’s ability to realize a profit on the acquisition of PrepaCyte-CB; x. the Company's actual future competitive position in stem cell innovation; y. future success of its core business and the competitive impact of public cord blood banking on the Company’s business; z. 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, aa. the success of the Company's initiative with a new facility and expand the Company's cryopreservation and cold storage business by introducing a new service, ExtraVault, bb. the expense, timing and uncertain results of clinical trials related to the Duke Agreement, 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, dd. the outcome of the Company's Arbitration Demand against Duke, and ee. the other risk factors set forth in this Report under the heading "Risk Factors." Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof.
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.
The Duke License Agreement 30 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.
The change decreased the value of the Company’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. Deferred tax assets and liabilities are measured using enacted tax rates expected to be recovered or settled.
The change decreased the value of the Company'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. 32 Deferred tax assets and liabilities are measured using enacted tax rates expected to be recovered or settled.
Given the criteria under which these RSAs are established, cash flows related to these contracts can fluctuate from period to period. All payments made to the other 38 parties to the RSAs are recognized as interest expense. At such time as the total payments can be determined, the Company will commence amortizing these liabilities under the effective interest method.
Given the criteria under which these RSAs are established, cash flows related to these contracts can fluctuate from period to period. All payments made to the other parties to the RSAs are recognized as interest expense. At such time as the total payments can be determined, the Company will commence amortizing these liabilities under the effective interest method.
The Company processes and stores specimens sent directly 37 from customers of licensees in El Salvador, Guatemala, Ecuador, Panama, Honduras, Nicaragua, Costa Rica, Pakistan and Venezuela. These fees are included in processing and storage fees revenue on the consolidated statements of operations.
The Company processes and stores specimens sent directly from customers of licensees in El Salvador, Guatemala, Ecuador, Panama, Honduras, Nicaragua, Costa Rica, Pakistan and Venezuela. These fees are included in processing and storage fees revenue on the consolidated statements of operations.
As empty spaces result from attrition over time, the Company agrees to fill them as soon as possible. The parties typically pay the Company a non-refundable up-front fee for the rights to these future payments. The Company recognized these non-refundable fees as a long-term liability.
As empty spaces result from attrition over time, the Company agrees to fill them as soon as possible. The parties 38 typically pay the Company a non-refundable up-front fee for the rights to these future payments. The Company recognized these non-refundable fees as a long-term liability.
The Company offers the cord tissue service in combination with the umbilical cord blood service. 30 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 Company offers the cord tissue service in combination with the umbilical cord blood service. 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 opening of the Cryo-Cell Institute for Cellular Therapies is also on pause and the Company can make no assurances as to when 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.
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.
The following discussion and analysis of the financial condition and results of operations of the Company for the two years ended November 30, 2024, 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.
The following discussion and analysis of the financial condition and results of operations of the Company for the two years ended November 30, 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.
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.
Overview The Company currently stores over 240,000 cord blood and cord tissue specimens for the exclusive benefit of newborn babies and possibly other members of their families. Founded in 1989, the Company was the world’s first private cord blood bank to separate and store stem cells in 1992.
Overview The Company currently stores over 250,000 cord blood and cord tissue specimens for the exclusive benefit of newborn babies and possibly other members of their families. Founded in 1989, the Company was the world’s first private cord blood bank to separate and store stem cells in 1992.
Inventories As part of the Asset Purchase Agreement, the Company has an agreement with Duke University (“Duke”) for Duke to receive, process, and store cord blood units for the Public Cord Blood Bank (“Duke Services”). As of November 30, 2024, the Company had approximately 6,000 cord blood units in inventory.
Inventories As part of the Asset Purchase Agreement, the Company has an agreement with Duke University (“Duke”) for Duke to receive, process, and store cord blood units for the Public Cord Blood Bank (“Duke Services”). As of November 30, 2025, the Company had approximately 6,000 cord blood units in inventory.
On December 12, 2024, the Company filed an answering statement in response to Duke’s counterclaims. 34 As 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.
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.
Income Taxes Deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between financial statement 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.
Income Taxes Deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between financial statements 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 did not note any impairment for the twelve months ended November 30, 2024 and November 30, 2023. Goodwill 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 Company did not note any impairment for the twelve months ended November 30, 2025 and November 30, 2024. Goodwill 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 decrease in cost of sales for the twelve months ended November 30, 2024 versus November 30, 2023 is due to the decrease in the number of new domestic cord blood specimens processed during the twelve months ended November 30, 2024 versus November 30, 2023. Selling, General and Administrative Expenses.
The decrease in cost of sales for the twelve months ended November 30, 2025 versus November 30, 2024 is due to the decrease in the number of new domestic cord blood specimens processed during the twelve months ended November 30, 2025 versus November 30, 2024. Selling, General and Administrative Expenses.
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.
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 goodwill impairment test is required.
The impairment of investment – Tianhe stock for the twelve months ended November 30, 2024 was $308,000 compared to $0 for the same period in 2023.
The impairment of investment – Tianhe stock for the twelve months ended November 30, 2025 was $0 compared to $308,000 for the same period in 2024.
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 not more likely than not that the fair value is less than the carrying value, the goodwill impairment test is not required.
We examine the evidence related to the recent history of tax losses, the economic conditions in which we operate and our forecasts and projections to make that determination. There was approximately $2,717,000 and $1,821,000 of U.S. income taxes paid for fiscal years ended November 30, 2024 and November 30, 2023, respectively.
We examine the evidence related to the recent history of tax losses, the economic conditions in which we operate and our forecasts and projections to make that determination. There was approximately $4,595,000 and $2,717,000 of U.S. income taxes paid for fiscal years ended November 30, 2025 and November 30, 2024, respectively.
The Company recognizes stock-based compensation based on the fair value of the related awards. Under the fair value recognition guidance of stock-based compensation accounting rules, stock-based compensation expense is estimated at the grant date based on the fair value of the award and is recognized as expense over the requisite service period of the award.
Under the fair value recognition guidance of stock-based compensation accounting rules, stock-based compensation expense is estimated at the grant date based on the fair value of the award and is recognized as expense over the requisite service period of the award.
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 $118,859 for the year ended November 30, 2024 compared to $171,697 for the 2023 period.
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 $133,975 for the year ended November 30, 2025 compared to $118,859 for the 2024 period.
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”).
In connection with the RCF, the Company executed a Revolving Credit Note in favor of Susser in the stated principal amount of $10,000,000 (the “RCF Note”). In connection with the Term Loan, the Company executed a Term Note in favor of Susser in the stated principal amount of $8,960,000 (the “Term Note,” and together with the RCF Note, the “Notes”).
Due to changes in sales trends and estimated recoverability of cost capitalized into inventory, an impairment charge of $0 and $3,737,133 was recognized during the fourth quarter of 2024 and 2023, respectively, to reduce inventory from cost to net realizable value. Patents and Trademarks The Company incurs certain legal and related costs in connection with patent and trademark applications.
Due to changes in sales trends and estimated recoverability of cost capitalized into inventory, an impairment charge of $4,358,834 and $0 was recognized during the fourth quarter of 2025 and 2024, respectively, to reduce inventory from cost to net realizable value. Patents and Trademarks The Company incurs certain legal and related costs in connection with patent and trademark applications.
Interest Expense is also comprised of $1,326,766 and $1,077,967 as of the twelve months ended November 30, 2024 and November 30, 2023, respectively, for amounts due to the parties to the Company’s revenue sharing agreements based on the Company’s storage revenue collected.
Interest Expense is also comprised of $1,129,545 and $1,326,766 as of the twelve months ended November 30, 2025 and November 30, 2024, respectively, for amounts due to the parties to the Company’s revenue sharing agreements based on the Company’s storage revenue collected.
Also, included in Cost of Sales is $45,082 and $35,490 related to the costs associated with production of the PrepaCyte CB processing and storage system for the twelve months ended November 30, 2024 and November 30, 2023, respectively.
Also, included in Cost of Sales is $23,280 and $45,082 related to the costs associated with production of the PrepaCyte CB processing and storage system for the twelve months ended November 30, 2025 and November 30, 2024, respectively.
The Compay 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 for breach of the License Agreement and indemnity, seeking unspecified damages and related relief.
The Company 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 34 unspecified damages and related relief.
Processing and storage fee revenue is attributable to a 4% increase in recurring annual storage fee revenue offset by a 6% decrease in the number of new domestic cord blood specimens processed in fiscal year 2024 to fiscal year 2023. Product Revenue .
Processing and storage fee revenue is attributable to a 3% increase in recurring annual storage fee revenue offset by a 12% decrease in the number of new domestic cord blood specimens processed in fiscal year 2025 to fiscal year 2024. Product Revenue .
Step one of the 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.
The 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.
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.
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.
Due to changes in sales trends and estimated recoverability of cost capitalized into inventory, an impairment charge of $0 and $3,737,133 was recognized during the fourth quarter of November 30, 2024 and November 30, 2023, respectively, to reduce inventory from cost to net realizable value. Impairment of investment – Tianhe stock.
Due to changes in sales trends and estimated recoverability of cost capitalized into inventory, an impairment charge of $4,358,834 and $0 was recognized during the fourth quarter of November 30, 2025 and November 30, 2024, respectively, to reduce inventory from cost to net realizable value. Impairment of investment – Tianhe stock.
Also included in Cost of Sales is $1,012,788 and $1,138,096 related to public cord blood banking for the twelve months ended November 30, 2024 and November 30, 2023, respectively.
Also included in Cost of Sales is $714,182 and $1,012,788 related to public cord blood banking for the twelve months ended November 30, 2025 and November 30, 2024, respectively.
U.S. income tax expense for the twelve months ended November 30, 2024 was $2,402,026 compared to an income tax benefit of $3,842,826 for the twelve months ended November 30, 2023. $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.
U.S. income tax expense for the twelve months ended November 30, 2025 was $92,232 compared to $2,402,026 for the twelve months ended November 30, 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 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.
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.
Interest expense during the fiscal year ended November 30, 2024 was $1,864,684 compared to $1,236,794 in fiscal 2023, of which $532,188 and $140,589, respectively, related to the credit and subordination agreements with Texas Capital Bank, National Association and Susser Bank as described in Note 4.
Interest expense during the fiscal year ended November 30, 2025 was $2,066,256 compared to $1,864,684 in fiscal 2024, of which $927,605 and $532,188, respectively, related to the credit and subordination agreements with Texas Capital Bank, National Association and Susser Bank as described in Note 4.
For the twelve months ended November 30, 2024, revenue from the public cord blood banking sales was $366,672 compared to $481,148 for the twelve months ended November 30, 2023. Cost of Sales .
For the twelve months ended November 30, 2025, revenue from the public cord blood banking sales was $129,513 compared to $366,672 for the twelve months ended November 30, 2024. 31 Cost of Sales .
For the fiscal year ended November 30, 2024, processing and storage fees were $31,551,550 compared to $30,796,091 for the fiscal year ended November 30, 2023.
For the fiscal year ended November 30, 2025, processing and storage fees were $31,382,704 compared to $31,551,550 for the fiscal year ended November 30, 2024.
For the twelve months ended November 30, 2024, revenue from the product sales was $67,884 compared to $66,456 for the twelve months ended November 30, 2023. 31 Public Cord Blood Banking Revenue .
For the twelve months ended November 30, 2025, revenue from the product sales was $54,104 compared to $67,884 for the twelve months ended November 30, 2024. Public Cord Blood Banking Revenue .
See Note 4. The Company is exposed to interest rate risk related to its variable rate debt obligation under the Term Note. On March 27, 2023, the Company entered into an interest rate swap agreement with Susser to manage exposure to interest rate risk related to its variable rate debt obligation under the Term Note.
On March 27, 2023, the Company entered into an interest rate swap agreement with Susser to manage exposure to interest rate risk related to its variable rate debt obligation under the Term Note. The swap agreement had a notional amount equal to the Term Loan.
For the fiscal year ended November 30, 2024, cost of sales was $7,947,752 as compared to $8,390,463 for the fiscal year ended November 30, 2023, representing a 5% decrease.
For the fiscal year ended November 30, 2025, cost of sales was $7,376,648 as compared to $7,947,752 for the fiscal year ended November 30, 2024, representing a 7% decrease.
For the fiscal year ended November 30, 2024, the Company had revenue of $31,986,106 compared to $31,343,695 for the fiscal year ended November 30, 2023, an increase of 2% as a result of the reasons discussed below. Processing and Storage Fees.
For the fiscal year ended November 30, 2025, the Company had revenue of $31,566,321 compared to $31,986,106 for the fiscal year ended November 30, 2024, a decrease of 1% as a result of the reasons discussed below. Processing and Storage Fees.
Selling, general and administrative expenses during the fiscal year ended November 30, 2024 were $18,521,218 as compared to $17,167,361 for the fiscal year ended November 30, 2023 representing an 8% increase. These expenses are primarily comprised of selling and marketing expenses, salaries and wages for personnel and professional fees. Research, Development and Related Engineering Expenses.
Selling, general and administrative expenses during the fiscal year ended November 30, 2025 were $18,220,708 as compared to $18,524,012 for the fiscal year ended November 30, 2024 representing an 2% 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.
In accordance with ASC 606, the Company is required to capitalize certain contract acquisition costs consisting primarily of commissions paid when contracts are signed and amortize these costs on a systematic basis, consistent with the pattern of transfer of the storage services provided over time for which the asset relates. 35 Under ASC 606, revenue is recognized when, or as, obligations under the terms of a contract are satisfied, which occurs when control of the promised services are transferred to the customers.
ASC 606 also requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. 35 In accordance with ASC 606, the Company is required to capitalize certain contract acquisition costs consisting primarily of commissions paid when contracts are signed and amortize these costs on a systematic basis, consistent with the pattern of transfer of the storage services provided over time for which the asset relates.
The swap agreement had a notional amount equal to the Term Loan. The agreement is to pay the Company monthly SOFR plus 3.25% on the notional amount and the Company is to pay a fixed rate of interest equal to 6.96%.
The agreement is to pay the Company monthly SOFR plus 3.25% on the notional amount and the Company is to pay a fixed rate of interest equal to 6.96%. The effective date of the amended term loan was March 27, 2023 with a maturity date of July 29, 2032.
In addition to the license fee, the Company earns a royalty on processing and storage fees on subsequent processing and storage revenues received by the licensee in the licensed territory and a fee on any sub-license agreements that are sold by the licensee where applicable.
In the future, if the Company loses revenue due to lack of payment from the foreign affiliates or the foreign affiliates are closed, the Company’s overall revenue will decrease. 37 In addition to the license fee, the Company earns a royalty on processing and storage fees on subsequent processing and storage revenues received by the licensee in the licensed territory and a fee on any sub-license agreements that are sold by the licensee where applicable.
Gain on Interest Rate Swap . Gain on the change in the fair value of a derivative for the fiscal year ended November 30, 2024 was $105,887 versus $122,133 for the fiscal year ended November 30, 2023.
During fiscal 2024, the Company capitalized $409,307 of interest related to the construction of the Company's facility in North Carolina. Gain on Interest Rate Swap . Gain on the change in the fair value of a derivative for the fiscal year ended November 30, 2025 was $0 versus $105,887 for the fiscal year ended November 30, 2024.
Until the Duke Dispute 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.
Until the Duke dispute is resolved, the Company does not anticipate making further investments in activities related to the Duke License Agreement.
The Company has a revolving line of credit, described above. The balance as of November 30, 2024 is $3,520,000 and is reflected on the accompanying balance sheet. As previously disclosed, the Company entered into a Patent and Technology License Agreement dated effective as of February 23, 2021 (as amended, the "Duke License Agreement") with Duke University (“Duke”).
As previously disclosed, the Company entered into a Patent and Technology License Agreement dated effective as of February 23, 2021 (as amended, the "Duke License Agreement") with Duke University (“Duke”).
Liquidity and Capital Resources On July 18, 2022, the Company entered into a Credit Agreement (“Susser Agreement ”) with Susser Bank, a Texas state bank, as administrative agent (“Susser”) on behalf of itself and the other lenders (collectively, the “Lenders”), which was amended pursuant to an Amendment to Credit Agreement dated July 29, 2022, for (i) a 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 Susser” and together with the RCF collectively, the “Loans”).
The Credit Agreement was amended on July 29, 2022, and provided for (i) an 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,” and together with the RCF, the “Loans”).
Our website address is https://www.cryo-cell.com . Information on our website is not incorporated into this Annual Report on Form 10-K and should not be considered part of this Annual Report on Form 10-K.
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 on our website is not incorporated into this Annual Report on Form 10-K and should not be considered part of this Annual Report on Form 10-K.
Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring services to a customer ("transaction price").
Under ASC 606, revenue is recognized when, or as, obligations under the terms of a contract are satisfied, which occurs when control of the promised services are transferred to the customers. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring services to a customer ("transaction price").
ASC 606 also impacts certain other areas, such as the accounting for costs to obtain or fulfill a contract. ASC 606 also requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.
ASC 606 also impacts certain other areas, such as the accounting for costs to obtain or fulfill a contract.
The Tianhe stock investment value is based on fair value. Due to the lack of activity and lack of any profits, the Company believes that the investment is fully impaired. Impairment of Duke Assets. The impairment of Duke assets for the twelve months ended November 30, 2024 was $0 compared to $13,108,064 for the 2023 period.
The Tianhe stock investment value is based on fair value. Due to the lack of activity and lack of any profits, the Company believes that the investment is fully impaired. Interest Expense.
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. 36 Stock Compensation As of November 30, 2024, the Company has three stock-based employee compensation plans, which are described in Note 10 to the consolidated financial statements.
If the carrying value exceeds the fair value, the implied fair value of goodwill is compared to the carrying value of goodwill. 36 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.
The opening of the Cryo-Cell Institute for Cellular Therapies is also on pause and the Company can make no assurances as to when 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”.
Until the Duke dispute is resolved, the Company does not anticipate making further investments 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.
Prior to the loans, the Company’s principal source of cash has been from sales of its umbilical cord blood program to customers and royalties from licensees. At November 30, 2024, the Company had cash and cash equivalents of $560,960 as compared to $406,067 at November 30, 2023.
On April 15, 2024, the Company terminated the interest rate swap agreement and recorded proceeds of $228,000. Prior to the loans, the Company’s principal source of cash has been from sales of its umbilical cord blood program to customers and royalties from licensees.
As a result, during the fourth quarter of fiscal 2023, the Company recorded an impairment charge of the full carrying value of $13,108,064. Corporate Information 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.
The Company evaluated the triggering events that existed as of November 30, 2023, tested the asset group for recoverability and measured the long-lived asset impairment. As a result, during the fourth quarter of fiscal 2023, the Company recorded an impairment charge of the full carrying value of $13,108,064. Corporate Information We are a Delaware corporation that was incorporated in 1989.
Until the Duke Dispute 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.
Until the Duke dispute is resolved, the Company does not anticipate making further investments 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.
As of the date hereof, the Company can make no assurances it will be able to expand its business into business units (2) and (3) above.
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 will be able to expand its business into business units (2) and (3) above through the Duke License Agreement.
The impairment of public inventory for the twelve months ended November 30, 2024 was $0 compared to $3,737,133 for the 2023 period.
The increase is due to the Company's building in Durham, NC being placed into service during the second quarter of fiscal 2024. Impairment of Public Inventory. The impairment of public inventory for the twelve months ended November 30, 2025 was $4,358,834 compared to $0 for the 2024 period.
Depreciation and Amortization . Depreciation and amortization (not included in Cost of Sales) for the fiscal year ended November 30, 2024 was $483,522 compared to $1,124,228 for fiscal 2023. The decrease is due to the impairment of the assets associated with the Duke License Agreement, see Note 18. Change in the Fair Value of Contingent Consideration.
Research, development and related engineering expenses for the fiscal year ended November 30, 2025, were $376,263 as compared to $1,242,536 in 2024. Depreciation and Amortization . Depreciation and amortization (not included in Cost of Sales) for the fiscal year ended November 30, 2025 was $751,474 compared to $483,522 for fiscal 2024.
Removed
During fiscal 2023, the Company recognized that there were indications of impairment of the assets associated with the Duke License Agreement. The Company evaluated the triggering events that existed as of November 30, 2023, tested the asset group for recoverability and measured the long-lived asset impairment.
Added
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 Notes 12 and 18 for additional information regarding Duke. During fiscal 2023, the Company recognized that there were indications of impairment of the assets associated with the Duke License Agreement.
Removed
Research, development and related engineering expenses for the fiscal year ended November 30, 2024, were $1,242,536 as compared to $1,171,456 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).
Added
Liquidity and Capital Resources On July 18, 2022, Cryo-Cell International, Inc. (the “Company”) entered into a Credit Agreement (the “Credit Agreement”) with Susser Bank, a Texas state bank (“Susser”), as administrative agent on behalf of itself and the other lenders (collectively, the “Lenders”).
Removed
Change in the fair value of the contingent consideration for the fiscal year ended November 30, 2024 was an increase of $2,794 compared to an decrease of $1,050,978 for fiscal 2023. The contingent consideration is the earnout that Cord:Use is entitled to from the Company’s sale of the public cord blood inventory from and after closing, described above.
Added
The Loans bear interest, at the Company’s option, at either (a) a base rate equal to the highest of (i) the U.S.
Removed
The contingent consideration was remeasured to fair value as of November 30, 2024. The estimated fair value of the contingent earnout was determined using a Monte Carlo analysis examining the frequency and mean value of the resulting earnout payments. The resulting value captures the risk associated with the form of the payout structure.
Added
Prime Rate as published by The Wall Street Journal , (ii) the federal funds rate plus 0.50%, or (iii) the Monthly SOFR rate plus 1.00% (in each case, subject to a floor of 5.50%), plus 4.25%, or (b) the Monthly SOFR rate plus 3.25% (subject to a floor of 4.50%).
Removed
The risk-neutral method is applied, resulting in a value that captures the risk associated with the form of the payout structure and the projection risk. The carrying amount of the liability may fluctuate significantly and actual amounts paid may be materially different from the estimated value of the liability. Impairment of Public Inventory.
Added
The RCF originally matured on July 18, 2025 and was extended by Susser on July 15, 2025 to October 18, 2025. The Term Note originally matures on July 18, 2032. On October 18, 2025, the Company and Susser entered into a Fifth Amendment to the Credit Agreement (the “Amendment”).
Removed
During fiscal 2023, the Company recognized that there were indications of impairment of the assets associated with the Duke license agreement. The Company evaluated the triggering events that existed as of November 30, 2023, tested the asset group for recoverability and measured the 32 long-lived asset impairment.
Added
Pursuant to the Amendment, the Company’s wholly owned subsidiary, Celle Corp., became a guarantor under the Credit Agreement and executed a Security Agreement for the benefit of the Lenders. The Amendment extended the maturity date of the RCF Note to October 18, 2027 and extended the maturity date of the Term Note to July 29, 2032.
Removed
During the fourth quarter of fiscal 2023, the results received from a phase 2/3 trial to treat osteoarthritis of the knee conducted to compare the effectiveness of an injection of a corticosteroid control to mesenchymal stem cell (MSC) preparations from autologous bone marrow concentrate (BMAC), adipose derived stem cells in the form of Stromal Vascular Fraction (SVF), and third-party human mesenchymal stem cells manufactured from umbilical cord tissue at Duke University for the treatment of unilateral Knee Osteoarthritis (OA).
Added
In addition, the revolving credit commitment was reduced from $10,000,000 to $8,000,000.
Removed
No benefit was shown from any of the sources compared to the current standard of care.
Added
Pursuant to the Amendment, the Applicable Margin was revised as follows: (i) Term Loans bearing interest at the Base Rate are subject to a margin of 4.25% per annum; (ii) Revolving Credit Loans bearing interest at the Base Rate are subject to a margin of 3.75% per annum; (iii) Term Loans bearing interest at the Monthly SOFR rate are subject to a margin of 3.25% per annum; and (iv) Revolving Credit Loans bearing interest at the Monthly SOFR rate are subject to a margin of 2.75% per annum.
Removed
Given these results (that included the Duke MSCs to which the Company licensed the exclusive rights) and other factors, it was determined that the uncertain future cash flows from the Duke license agreement may not be enough to recover the carrying value of the asset resulting in a fully impaired asset. Interest Expense.

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