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U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-K
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended November 30, 2024
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from
to
Commission File Number 001-40767
CRYO-CELL INTERNATIONAL, INC.
(Exact Name of registrant as specified in its charter)
DELAWARE
22-3023093
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
700 Brooker Creek Blvd, Suite 1800, Oldsmar, FL 34677
(Address of principal executive offices) (Zip Code)
Registrant   s telephone number: (813) 749-2100
Title of each class
Common Stock, $0.01 par value
Securities registered pursuant to Section 12(b) of the Act:
Trading
Symbol(s)
Name of each exchange on which registered
CCEL
NYSE American LLC
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes    
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes  
No  
No  
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   No    
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during
the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes     No    
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See definition of    large accelerated filer   ,    accelerated filer   ,    smaller reporting company    and    emerging growth company    in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer
Accelerated filer

Non-accelerated filer
Smaller reporting company

Emerging growth company
(Do not check if a smaller reporting company)
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.  
Indicate by check mark whether the registrant has filed a report on and attestation to its management   s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.    
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the
correction of an error to previously issued financial statements.  
Indicate by check mark whether any of the error corrections are restatements that required a recovery analysis of incentive-based compensation received by any registrant's
executive officers during the relevant recovery period pursuant to 240.10D-1(b).  
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes   No  
The aggregate market value of the Registrant   s Common Stock held by non-affiliates of the Registrant is computed by reference to the price at which the common stock was
last sold as of the last business day of the Registrant   s most recently completed second fiscal quarter (May 31, 2024) was $43,849,869.
As of February 28, 2025, there were 8,082,159 shares of Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
Auditor Firm Id: 344
Auditor Name: Wipfli LLP
Auditor Location: Atlanta, Georgia
TABLE OF CONTENTS
Page
PART I
ITEM 1.
ITEM 1A.
ITEM 1B.
ITEM 1C.
ITEM 2.
ITEM 3.
ITEM 4.
ITEM 5.
ITEM 6.
ITEM 7.
ITEM 7A.
ITEM 8.
ITEM 9.
ITEM 9A.
ITEM 9B.
ITEM 10.
ITEM 11.
ITEM 12.
ITEM 13.
ITEM 14.
ITEM 15.
ITEM 16.
FORWARD-LOOKING STATEMENTS
BUSINESS
RISK FACTORS
UNRESOLVED STAFF COMMENTS
CYBERSECURITY
PROPERTIES
LEGAL PROCEEDINGS
MINE SAFETY DISCLOSURES
PART II
MARKET FOR THE REGISTRANT   S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
SELECTED FINANCIAL DATA
MANAGEMENT   S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
CONTROLS AND PROCEDURES
OTHER INFORMATION
1
1
11
25
25
26
27
27
28
28
29
40
41
76
76
77
PART III
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
EXECUTIVE COMPENSATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
PRINCIPAL ACCOUNTANT FEES AND SERVICES
86
86
PART IV
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
FORM 10-K SUMMARY
SIGNATURES
88
90
91
78
80
85
Forward-Looking Statements
This Form 10-K, press releases and certain information provided periodically in writing or orally by the
Company's officers or its agents may contain statements which constitute "forward-looking statements". The terms
"Cryo-Cell International, Inc.,"    Cryo-Cell,    "Company," "we," "our" and "us" refer to Cryo-Cell International, Inc.
The words "expect," "believe," "goal," "plan," "intend," "estimate" and similar expressions and variations thereof, if
used, are intended to specifically identify forward-looking statements. Similarly, statements that describe future
financial performance or plans or strategies are forward-looking statements. Those statements appear in a number of
places in this Form 10-K and in other places, and include statements regarding the intent, belief or current expectations
of the Company and its directors or its officers with respect to, among other things, our future performance and
operating results, our future operating plans, our liquidity and capital resources; and our legal proceedings. Investors
and prospective investors are cautioned that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties, and that actual results may differ materially from those projected in
the forward-looking statements as a result of various factors. These uncertainties and other factors include the
outcomes of the Company's pending legal proceedings, the success of product diversification, the Company   s actual
future ownership stake in future therapies emerging from its collaborative research partnerships, the success related
to its IP portfolio, the Company   s future competitive position in stem cell innovation, future success of its core
business and the competitive impact of public cord blood banking on the Company   s business, 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, the success and enforceability of the Company   s umbilical cord blood and cord tissue
license agreements, together with the associated intellectual property and their ability to provide the Company with
royalty fees, as well as the Risk Factors set forth in this Form 10-K.
You should refer to    Item 1A. Risk Factors    in this annual report for a discussion of important factors that
may cause our actual results to differ materially from those expressed or implied by our forward-looking statements.
As a result of these factors, we cannot assure you that the forward-looking statements in this annual report will prove
to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material.
In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as
a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified
time frame, or at all. The forward-looking statements in this annual report represent our views as of the date of this
annual report. We anticipate that subsequent events and developments may cause our views to change. However,
while we may elect to update these forward-looking statements at some point in the future, we undertake no obligation
to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise,
except as required by law. You should, therefore, not rely on these forward-looking statements as representing our
views as of any date subsequent to the date of this annual report. You should read this annual report and the documents
that we reference in this annual report and have filed as exhibits to this annual report completely and with the
understanding that our actual future results may be materially different from what we expect. We qualify all of our
forward-looking statements by these cautionary statements.
ITEM 1. BUSINESS.
Introduction
Cryo-Cell International, Inc. (the    Company    or    Cryo-Cell   ) is a Delaware corporation that was
incorporated in 1989. The Company is organized in three reportable segments; 1.) cellular processing and cryogenic
storage for family use, with a current focus on the collection and preservation of umbilical cord blood and tissue stem
cells, 2.) the manufacture of PrepaCyte   CB Processing System (   PrepaCyte CB   ) units, the processing technology
used to process umbilical cord blood stem cells, and 3.) cellular processing and cryogenic storage of umbilical cord
blood stem cells for public use. 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's U.S.-based business operations, including the processing and storage of
specimens, are handled from its headquarters facility in Oldsmar, Florida. The specimens are primarily stored in
commercially available cryogenic storage units at the Company's technologically and operationally advanced facility
in Durham, NC.
1
In recent years, utilizing its infrastructure, experience and resources derived from its umbilical cord blood
stem cell business, the Company has expanded its research and development activities to develop technologies related
to stem cells harvested from sources beyond umbilical cord blood stem cells. During fiscal 2011, the Company
introduced the advanced new cord tissue service, which stores a section of the umbilical cord tissue. The Company
offers the cord tissue service in combination with the umbilical cord blood service.
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. 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. These treatments were expected to utilize the unique
immunomodulatory and potential regenerative properties derived from cord blood and cord tissue. Through the Duke
License Agreement, the Company, 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. 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. 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.
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. 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   .
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. 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. 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. 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. 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. The availability of a marrow donor or
matched stem cell specimen allows physicians to administer larger doses of chemotherapy or radiation in an effort to
eradicate the disease. Stem cell therapies and transplants are used for both cancerous and non-cancerous diseases.
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. 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. With continued research in this area of medical technology, other
therapeutic uses for cord blood stem cells are being explored. Moreover, researchers believe they may be utilized in
the future for treating diseases that currently have no cure.
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. 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.
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. The Company believes some reasons for this low level of market penetration are the
misperception of the high cost of stem cell storage and a general lack of awareness of the benefits of stem cell
preservation programs. However, the Company believes evolving medical technology could significantly increase the
utilization of the umbilical cord blood for transplantation and/or other types of treatments. The Company believes it
offers the highest quality, highest value service targeted to a broad base of the market. We intend to maximize our
growth potential through our superior quality, value-driven competitive leadership position, product differentiation,
an embedded client base, increased public awareness and accelerated market penetration.
The Company believes that the market for cord blood stem cell preservation is enhanced by global discussion
on stem cell research developments and the current focus on reducing prohibitive health care costs. With the increasing
costs of bone marrow matches and transplants, a newborn   s umbilical cord blood cells can be stored as a precautionary
measure. Medical technology is constantly evolving which may provide new uses for cryopreserved cord blood stem
cells.
Our Cord Blood Stem Cell Storage Services
The Company enters into storage agreements with its clients under which the Company charges a fee for the
processing and testing and first year of storage of the umbilical cord blood. Thereafter, the client is charged an annual
fee to store the specimen, unless the client entered into an 18-year pre-paid storage plan or a lifetime pre-paid storage
plan.
The Company   s corporate headquarters are located in a nearly 18,000 square-foot state-of-the-art current
Good Manufacturing Practice and Good Tissue Practice (cGMP/cGTP)-compliant facility. Food and Drug
Administration (   FDA   ) 21 CFR Part 1271, effective in May 2005, requires human cellular and tissue-based products
to be manufactured in compliance with good tissue practices (cGTPs). In addition, the cellular products cryogenic
storage area has been designed as a    bunker,    with enhanced provisions for security, building fortification for
environmental element protection and back-up systems for operational redundancies. The Company believes that it
was the first private bank to process cord blood in a technologically and operationally advanced cGMP/cGTPcompliant facility. 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.
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"). 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.
Competitive Advantages
The Company believes that it provides several key advantages over its competitors, including:
3
 • shareholder letter icon 9/26/2025 Letter Continued (Full PDF)
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 • stockholder letter icon 10/7/2024 CCEL Stockholder Letter
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 • Benford's Law Stocks icon CCEL Benford's Law Stock Score = 93


CCEL Shareholder/Stockholder Letter Transcript:

U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-K
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended November 30, 2024
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from
to
Commission File Number 001-40767
CRYO-CELL INTERNATIONAL, INC.
(Exact Name of registrant as specified in its charter)
DELAWARE
22-3023093
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
700 Brooker Creek Blvd, Suite 1800, Oldsmar, FL 34677
(Address of principal executive offices) (Zip Code)
Registrant   s telephone number: (813) 749-2100
Title of each class
Common Stock, $0.01 par value
Securities registered pursuant to Section 12(b) of the Act:
Trading
Symbol(s)
Name of each exchange on which registered
CCEL
NYSE American LLC
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes    
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes  
No  
No  
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   No    
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during
the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes     No    
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See definition of    large accelerated filer   ,    accelerated filer   ,    smaller reporting company    and    emerging growth company    in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer
Accelerated filer

Non-accelerated filer
Smaller reporting company

Emerging growth company
(Do not check if a smaller reporting company)
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.  
Indicate by check mark whether the registrant has filed a report on and attestation to its management   s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.    
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the
correction of an error to previously issued financial statements.  
Indicate by check mark whether any of the error corrections are restatements that required a recovery analysis of incentive-based compensation received by any registrant's
executive officers during the relevant recovery period pursuant to 240.10D-1(b).  
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes   No  
The aggregate market value of the Registrant   s Common Stock held by non-affiliates of the Registrant is computed by reference to the price at which the common stock was
last sold as of the last business day of the Registrant   s most recently completed second fiscal quarter (May 31, 2024) was $43,849,869.
As of February 28, 2025, there were 8,082,159 shares of Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
Auditor Firm Id: 344
Auditor Name: Wipfli LLP
Auditor Location: Atlanta, Georgia

TABLE OF CONTENTS
Page
PART I
ITEM 1.
ITEM 1A.
ITEM 1B.
ITEM 1C.
ITEM 2.
ITEM 3.
ITEM 4.
ITEM 5.
ITEM 6.
ITEM 7.
ITEM 7A.
ITEM 8.
ITEM 9.
ITEM 9A.
ITEM 9B.
ITEM 10.
ITEM 11.
ITEM 12.
ITEM 13.
ITEM 14.
ITEM 15.
ITEM 16.
FORWARD-LOOKING STATEMENTS
BUSINESS
RISK FACTORS
UNRESOLVED STAFF COMMENTS
CYBERSECURITY
PROPERTIES
LEGAL PROCEEDINGS
MINE SAFETY DISCLOSURES
PART II
MARKET FOR THE REGISTRANT   S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
SELECTED FINANCIAL DATA
MANAGEMENT   S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
CONTROLS AND PROCEDURES
OTHER INFORMATION
1
1
11
25
25
26
27
27
28
28
29
40
41
76
76
77
PART III
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
EXECUTIVE COMPENSATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
PRINCIPAL ACCOUNTANT FEES AND SERVICES
86
86
PART IV
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
FORM 10-K SUMMARY
SIGNATURES
88
90
91
78
80
85

Forward-Looking Statements
This Form 10-K, press releases and certain information provided periodically in writing or orally by the
Company's officers or its agents may contain statements which constitute "forward-looking statements". The terms
"Cryo-Cell International, Inc.,"    Cryo-Cell,    "Company," "we," "our" and "us" refer to Cryo-Cell International, Inc.
The words "expect," "believe," "goal," "plan," "intend," "estimate" and similar expressions and variations thereof, if
used, are intended to specifically identify forward-looking statements. Similarly, statements that describe future
financial performance or plans or strategies are forward-looking statements. Those statements appear in a number of
places in this Form 10-K and in other places, and include statements regarding the intent, belief or current expectations
of the Company and its directors or its officers with respect to, among other things, our future performance and
operating results, our future operating plans, our liquidity and capital resources; and our legal proceedings. Investors
and prospective investors are cautioned that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties, and that actual results may differ materially from those projected in
the forward-looking statements as a result of various factors. These uncertainties and other factors include the
outcomes of the Company's pending legal proceedings, the success of product diversification, the Company   s actual
future ownership stake in future therapies emerging from its collaborative research partnerships, the success related
to its IP portfolio, the Company   s future competitive position in stem cell innovation, future success of its core
business and the competitive impact of public cord blood banking on the Company   s business, 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, the success and enforceability of the Company   s umbilical cord blood and cord tissue
license agreements, together with the associated intellectual property and their ability to provide the Company with
royalty fees, as well as the Risk Factors set forth in this Form 10-K.
You should refer to    Item 1A. Risk Factors    in this annual report for a discussion of important factors that
may cause our actual results to differ materially from those expressed or implied by our forward-looking statements.
As a result of these factors, we cannot assure you that the forward-looking statements in this annual report will prove
to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material.
In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as
a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified
time frame, or at all. The forward-looking statements in this annual report represent our views as of the date of this
annual report. We anticipate that subsequent events and developments may cause our views to change. However,
while we may elect to update these forward-looking statements at some point in the future, we undertake no obligation
to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise,
except as required by law. You should, therefore, not rely on these forward-looking statements as representing our
views as of any date subsequent to the date of this annual report. You should read this annual report and the documents
that we reference in this annual report and have filed as exhibits to this annual report completely and with the
understanding that our actual future results may be materially different from what we expect. We qualify all of our
forward-looking statements by these cautionary statements.
ITEM 1. BUSINESS.
Introduction
Cryo-Cell International, Inc. (the    Company    or    Cryo-Cell   ) is a Delaware corporation that was
incorporated in 1989. The Company is organized in three reportable segments; 1.) cellular processing and cryogenic
storage for family use, with a current focus on the collection and preservation of umbilical cord blood and tissue stem
cells, 2.) the manufacture of PrepaCyte   CB Processing System (   PrepaCyte CB   ) units, the processing technology
used to process umbilical cord blood stem cells, and 3.) cellular processing and cryogenic storage of umbilical cord
blood stem cells for public use. 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's U.S.-based business operations, including the processing and storage of
specimens, are handled from its headquarters facility in Oldsmar, Florida. The specimens are primarily stored in
commercially available cryogenic storage units at the Company's technologically and operationally advanced facility
in Durham, NC.
1

In recent years, utilizing its infrastructure, experience and resources derived from its umbilical cord blood
stem cell business, the Company has expanded its research and development activities to develop technologies related
to stem cells harvested from sources beyond umbilical cord blood stem cells. During fiscal 2011, the Company
introduced the advanced new cord tissue service, which stores a section of the umbilical cord tissue. The Company
offers the cord tissue service in combination with the umbilical cord blood service.
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. 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. These treatments were expected to utilize the unique
immunomodulatory and potential regenerative properties derived from cord blood and cord tissue. Through the Duke
License Agreement, the Company, 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. 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. 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.
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. 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   .
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. 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. 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. 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. 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. The availability of a marrow donor or
matched stem cell specimen allows physicians to administer larger doses of chemotherapy or radiation in an effort to
eradicate the disease. Stem cell therapies and transplants are used for both cancerous and non-cancerous diseases.
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. 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
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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. With continued research in this area of medical technology, other
therapeutic uses for cord blood stem cells are being explored. Moreover, researchers believe they may be utilized in
the future for treating diseases that currently have no cure.
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. 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.
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. The Company believes some reasons for this low level of market penetration are the
misperception of the high cost of stem cell storage and a general lack of awareness of the benefits of stem cell
preservation programs. However, the Company believes evolving medical technology could significantly increase the
utilization of the umbilical cord blood for transplantation and/or other types of treatments. The Company believes it
offers the highest quality, highest value service targeted to a broad base of the market. We intend to maximize our
growth potential through our superior quality, value-driven competitive leadership position, product differentiation,
an embedded client base, increased public awareness and accelerated market penetration.
The Company believes that the market for cord blood stem cell preservation is enhanced by global discussion
on stem cell research developments and the current focus on reducing prohibitive health care costs. With the increasing
costs of bone marrow matches and transplants, a newborn   s umbilical cord blood cells can be stored as a precautionary
measure. Medical technology is constantly evolving which may provide new uses for cryopreserved cord blood stem
cells.
Our Cord Blood Stem Cell Storage Services
The Company enters into storage agreements with its clients under which the Company charges a fee for the
processing and testing and first year of storage of the umbilical cord blood. Thereafter, the client is charged an annual
fee to store the specimen, unless the client entered into an 18-year pre-paid storage plan or a lifetime pre-paid storage
plan.
The Company   s corporate headquarters are located in a nearly 18,000 square-foot state-of-the-art current
Good Manufacturing Practice and Good Tissue Practice (cGMP/cGTP)-compliant facility. Food and Drug
Administration (   FDA   ) 21 CFR Part 1271, effective in May 2005, requires human cellular and tissue-based products
to be manufactured in compliance with good tissue practices (cGTPs). In addition, the cellular products cryogenic
storage area has been designed as a    bunker,    with enhanced provisions for security, building fortification for
environmental element protection and back-up systems for operational redundancies. The Company believes that it
was the first private bank to process cord blood in a technologically and operationally advanced cGMP/cGTPcompliant facility. 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.
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"). 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.
Competitive Advantages
The Company believes that it provides several key advantages over its competitors, including:
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