CRYO CELL INTERNATIONAL INC

Previous wording

performance and operating results;

Current wording

our future performance and operating results;

Previous wording

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. In 2011, the Company introduced its 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.

Current wording

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. In 2011, the Company introduced its 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.

Previous wording

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. The opening of the Cryo-Cell Institute for Cellular Therapies is also on pause and the Company can make no assurances as to when or if it will be opened. Additionally, the proposed spinoff of Celle Corp. is also on hold and may not take place depending on the final outcome of the Duke dispute. See, “Risk Factors” and Note 12 for additional information regarding Duke.

Current wording

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. 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 for additional information regarding Duke.

Previous wording

In June 2018, the Company acquired substantially all of the assets (the “Cord Purchase”) of Cord:Use Cord Blood Bank, Inc., a Florida corporation (“Cord:Use”), in accordance with the definitive Asset Purchase Agreement between Cryo-Cell and Cord:Use (the “Purchase Agreement”), including without limitation Cord:Use’s inventory of public cord blood units existing as of the closing date (the “Public Cord Blood Inventory”). 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 Company’s public inventory is stored in North Carolina, and the cord blood units are sold through the National Marrow Donor Program (“NMDP”) located in Minnesota, who ultimately distributes the cord blood units to transplant centers located in the United States, and around the world.

Current wording

In June 2018, the Company acquired substantially all of the assets (the “Cord Purchase”) of Cord:Use Cord Blood Bank, Inc., a Florida corporation (“Cord:Use”), in accordance with the definitive Asset Purchase Agreement between Cryo-Cell and Cord:Use (the “Purchase Agreement”), including without limitation Cord:Use’s inventory of public cord blood units existing as of the closing date (the “Public Cord Blood Inventory”). 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. The Company’s public inventory is stored in North Carolina, and the cord blood units are sold through the National Marrow Donor Program (“NMDP”) located in Minnesota, who ultimately distributes the cord blood units to transplant centers located in the United States, and around the world.

Previous wording

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”). The New Facility 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 cold storage services (“ExtraVault” – seewww.extravault.com), to set up a cellular therapy laboratory to manufacture mesenchymal stromal cells from cord tissue (“MSCs”) and the space to consolidate the Cryo-Cell Institute for Cellular Therapies under the same roof.

Current wording

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 “Facility”). The Facility 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 cold storage services (“ExtraVault” – seewww.extravault.com), to set up a cellular therapy laboratory to manufacture mesenchymal stromal cells from cord tissue (“MSCs”) and the space to consolidate the Cryo-Cell Institute for Cellular Therapies under the same roof.

Previous wording

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 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 new facility will offer state-of-the-art biologic, reagent and vaccine storage at cost effective prices. A robust inventory management system is planned to be implemented that Cryo-Cell believes will allow customers to view their own inventory through a customer portal and place distribution orders online. 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 Quarterly Report on Form 10-Q and should not be considered part of this Quarterly Report on Form 10-Q.

Current wording

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. The new facility will offer state-of-the-art biologic, reagent and vaccine storage at cost effective prices. A robust inventory management system is planned to be implemented that Cryo-Cell believes will allow customers to view their own inventory through a customer portal and place distribution orders online. 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 Quarterly Report on Form 10-Q and should not be considered part of this Quarterly Report on Form 10-Q.

Previous wording

Results of Operations – Six-Month Period Ended May 31, 2025 Compared to the Six-Month Period Ended May 31, 2024

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Results of Operations – Nine-Month Period Ended August 31, 2025 Compared to the Nine-Month Period Ended August 31, 2024

Previous wording

Processing and Storage Fees. For three months ended May 31, 2025 and May 31, 2024 processing and storage fees were $7,871,719 and $7,965,500 respectively. The decrease in processing and storage fee revenue is attributable to a 3% increase in recurring annual storage fee revenue offset by a 18% decrease in the number of new domestic cord blood specimens processed in the first six months of fiscal 2025 versus the same period in 2024.

Current wording

Processing and Storage Fees. Processing and storage fee revenue is attributable to a 3% increase in recurring annual storage fee revenue offset by a 14% decrease in the number of new domestic cord blood specimens processed in the first nine months of fiscal 2025 versus the same period in 2024.

Previous wording

Product Revenue. For the six months ended May 31, 2025, revenue from the product sales was $35,349 compared to $38,834 for the six months ended May 31, 2024.

Current wording

Product Revenue. For the nine months ended August 31, 2025, revenue from the product sales was $35,785 compared to $39,470 for the nine months ended August 31, 2024.

Previous wording

Public Cord Blood Banking Revenue. For the six months ended May 31, 2025, revenue from the public cord blood banking sales was $124,767 compared to $85,190 for the six months ended May 31, 2024. The increase in revenue is due to the volatility of customer demand.

Current wording

Public Cord Blood Banking Revenue. For the nine months ended August 31, 2025, revenue from the public cord blood banking sales was $128,886 compared to $205,799 for the nine months ended August 31, 2024. The decrease in revenue is due to the volatility of customer demand.

Previous wording

Cost of Sales. Cost of sales for the six months ended May 31, 2025 was $3,841,127 as compared to $4,185,218 for the same period in 2024, representing a 8% decrease. Cost of sales includes wages and supplies associated with process enhancements to the existing production procedures and quality systems in the processing of cord blood specimens at the Company’s facility in Oldsmar, Florida and depreciation expense of approximately $66,000 and $60,000 for the six months ended May 31, 2025 and May 31, 2024, respectively. Cost of Sales also includes $11,242 and $35,863 for the six months ended May 31, 2025 and May 31, 2024, respectively, related to the costs associated with production of the PrepaCyte®-CB processing and storage system. Also included in Cost of Sales is $476,142 and $434,336 for the six months ended May 31, 2025 and May 31, 2024, respectively, related to the public banks.

Current wording

Cost of Sales. Cost of sales for the nine months ended August 31, 2025 was $5,642,546 as compared to $6,311,064 for the same period in 2024, representing a 11% decrease. Cost of sales includes wages and supplies associated with process enhancements to the existing production procedures and quality systems in the processing of cord blood specimens at the Company’s facility in Oldsmar, Florida and depreciation expense of $99,740 and $89,103 for the nine months ended August 31, 2025 and August 31, 2024, respectively. Cost of Sales also includes $13,537 and $37,083 for the nine months ended August 31, 2025 and August 31, 2024, respectively, related to the costs associated with production of the PrepaCyte®-CB processing and storage system. Also included in Cost of Sales is $608,314 and $699,872 for the nine months ended August 31, 2025 and August 31, 2024, respectively, related to the public banks.

Previous wording

Selling, General and Administrative Expenses. Selling, general and administrative expenses for the six months ended May 31, 2025 were $8,896,142 as compared to $8,352,129 for the 2024 period representing a 7% increase. These expenses are primarily comprised of selling and marketing expenses, salaries and wages for personnel and professional fees.

Current wording

Selling, General and Administrative Expenses. Selling, general and administrative expenses for the nine months ended August 31, 2025 were $12,772,301 as compared to $12,514,616 for the 2024 period representing an 2% increase. These expenses are primarily comprised of selling and marketing expenses, salaries and wages for personnel and professional fees. The increase is due to an increase of $604,000 in legal fees related to the legal proceedings described below in Section 1 Legal Proceedings.

Previous wording

Research, Development and Related Engineering Expenses. Research, development and related engineering expenses for the six months ended May 31, 2025 were $229,854 as compared to $743,974 for the 2024 period, of which $0 and $270,368, respectively, related to the Clinical Study and Research Agreement with Duke University to provide funding to complete the Duke IMPACT Study (See Note 12) and $0 and $181,948, respectively, related to clinical trial expenses related to the Company's Master Services Agreement with Emmes (See Note 12).

Current wording

Research, Development and Related Engineering Expenses. Research, development and related engineering expenses for the nine months ended August 31, 2025 were $291,479 as compared to $937,907 for the 2024 period, of which $0 and $270,368, respectively, related to the Clinical Study and Research Agreement with Duke University to provide funding to complete the Duke IMPACT Study (See Note 12).

Previous wording

Depreciation and Amortization. Depreciation and amortization (not included in Cost of Sales) for the six months ended May 31, 2025 was $381,955 compared to $92,984 for the 2024 period. The increase in depreciation and amortization for the six months ended May 31, 2025 was due to the Company's building in Durham, NC.

Current wording

Depreciation and Amortization. Depreciation and amortization (not included in Cost of Sales) for the nine months ended August 31, 2025 was $567,648 compared to $287,543 for the 2024 period.

Previous wording

Impairment of investment – Tianhe stock. The impairment of investment – Tianhe stock for the tthree months ended May 31, 2025 was $0 compared to $308,000 for the same period in 2024. In accordance with the Asset Purchase Agreement between Cryo-Cell and Cord:Use dated June 11, 2018, Cryo-Cell acquired Cord:Use’s shares of common stock of Tianhe Stem Cell Biotechnologies, Inc., an Illinois corporation, engaged in medical and life science research that involves the use of stem cells derived from umbilical cord blood units in clinical trials for humans. 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.

Current wording

Impairment of investment – Tianhe stock. The impairment of investment – Tianhe stock for the nine months ended August 31, 2025 was $0 compared to $308,000 for the same period in 2024. In accordance with the Asset Purchase Agreement between Cryo-Cell and Cord:Use dated June 11, 2018, Cryo-Cell acquired Cord:Use’s shares of common stock of Tianhe Stem Cell Biotechnologies, Inc., an Illinois corporation, engaged in medical and life science research that involves the use of stem cells derived from umbilical cord blood units in clinical trials for humans. 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.

Previous wording

Interest Expense. Interest expense during the six months ended May 31, 2025, was $1,046,088 compared to $585,732 during the comparable period in 2024, of which, $472,620 and $456,473, respectively, related to the credit and subordination agreements with Susser Bank as described in Note 5. Interest expense also includes of $567,182 and $534,746 as of the six months ended May 31, 2025 and May 31, 2024, respectively, for amounts due to the parties to the Company’s revenue sharing agreements based on the Company’s storage revenue collected. During the six months ended May 31, 2024 Company capitalized interest expense of $409,307 related to the construction of the Company's new facility in North Carolina.

Current wording

Interest Expense. Interest expense during the nine months ended August 31, 2025, was $1,584,307 compared to $1,119,196 during the comparable period in 2024, of which, $721,818 and $307,221, respectively, related to the credit and subordination agreements with Susser Bank as described in Note 5. Interest expense also includes of $855,144 and $806,244 as of the nine months ended August 31, 2025 and August 31, 2024, respectively, for amounts due to the parties to the Company’s revenue sharing agreements based on the Company’s storage revenue collected. During the nine months ended August 31, 2024 Company capitalized interest expense of $409,307 related to the construction of the Company's new facility in North Carolina.

Previous wording

Gain on Interest Rate Swap. Gain on the change in the fair value of a derivative for the six months ended May 31, 2025 was $0 compared to a gain on the change in the fair value of a derivative of $105,887 for the six months ended May 31, 2024. The fair value is based on prevailing market data and derived from proprietary models based on well recognized financial principles and reasonable estimates about relevant future market conditions.

Current wording

Gain on Interest Rate Swap. Gain on the change in the fair value of a derivative for the nine months ended August 31, 2025 was $0 compared to $105,887 for the 2024 period. The fair value is based on prevailing market data and derived from proprietary models based on well recognized financial principles and reasonable estimates about relevant future market conditions.

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Income Taxes. U.S. income tax expense for the six months ended May 31, 2025 was $470,181 compared to $1,054,659 for the six months ended May 31, 2024.

Current wording

Income Taxes. U.S. income tax expense for the nine months ended August 31, 2025 was $906,769 compared to $1,382,845 for the nine months ended August 31, 2024.

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Revenue. Revenue for the three months ended May 31, 2025 was $7,928,843 as compared to $8,042,811 for the same period in 2024, a 1% decrease.

Current wording

Revenue. Revenue for the three months ended August 31, 2025 was $7,825,432 as compared to $8,066,715 for the same period in 2024, a 3% decrease.

Previous wording

Processing and Storage Fees. For six months ended May 31, 2025 and May 31, 2024 processing and storage fees were $15,737,607 and $15,771,022, respectively. The decrease in processing and storage fee revenue is attributable to a 4% increase in recurring annual storage fee revenue offset by a 15% decrease in the number of new domestic cord blood specimens processed in the first six months of fiscal 2025 versus the same period in 2024.

Current wording

Processing and Storage Fees. Processing and storage fee revenue is attributable to a 2% increase in recurring annual storage fee revenue offset by an 11% decrease in the number of new domestic cord blood specimens processed for three months ended August 31, 2025 versus the same period in 2024.

Previous wording

Product Revenue. For the three months ended May 31, 2025, revenue from the product sales was $14,436 compared to $35,834 for the three months ended May 31, 2024.

Current wording

Product Revenue. For the three months ended August 31, 2025, revenue from the product sales was $436 compared to $636 for the three months ended August 31, 2024.

Previous wording

Public Cord Blood Banking Revenue. For the three months ended May 31, 2025, revenue from the public cord blood banking sales was $42,688 compared to $41,477 for the three months ended May 31, 2024.

Current wording

Public Cord Blood Banking Revenue. For the three months ended August 31, 2025, revenue from the public cord blood banking sales was $4,119 compared to $120,609 for the three months ended August 31, 2024. The decrease in revenue is due to the volatility of customer demand.

Previous wording

Cost of Sales. Cost of sales for the three months ended May 31, 2025 was $1,856,539 as compared to $2,024,750 for the same period in 2024, representing an 8% decrease. Cost of sales includes wages and supplies associated with process enhancements to the existing production procedures and quality systems in the processing of cord blood specimens at the Company’s facility in Oldsmar, Florida and depreciation expense of approximately $35,000 and $29,000 for the three months ended May 31, 2025 and May 31, 2024, respectively. Cost of Sales also includes $4,283 and $10,380 for the three months ended May 31, 2025 and May 31, 2024, respectively, related to the costs associated with production of the PrepaCyte®-CB processing and storage system. Also included in Cost of Sales is $200,148 and $183,917 for the three months ended May 31, 2025 and May 31, 2024, respectively, related to the public banks.

Current wording

Cost of Sales. Cost of sales for the three months ended August 31, 2025 was $1,801,419 as compared to $2,125,846 for the same period in 2024, representing a 15% decrease. Cost of sales includes wages and supplies associated with process enhancements to the existing production procedures and quality systems in the processing of cord blood specimens at the Company’s facility in Oldsmar, Florida and depreciation expense of $33,449 and $28,765 for the three months ended August 31, 2025 and August 31, 2024, respectively. Cost of Sales also includes $2,295 and $1,220 for the three months ended August 31, 2025 and August 31, 2024, respectively, related to the costs associated with production of the PrepaCyte®-CB processing and storage system. Also included in Cost of Sales is $132,172 and $265,536 for the three months ended August 31, 2025 and August 31, 2024, respectively, related to the public banks. The decrease in cost of sales for the three months ended August 31, 2025 versus August 31, 2024 is due to the decrease in the number of new domestic cord blood specimens processed during the three months ended August 31, 2025 versus August 31, 2024.

Previous wording

Selling, General and Administrative Expenses. Selling, general and administrative expenses for the three months ended May 31, 2025 were $4,257,857 as compared to $4,017,660 for the 2024 period representing a 6% increase. These expenses are primarily comprised of selling and marketing expenses, salaries and wages for personnel and professional fees.

Current wording

Selling, General and Administrative Expenses. Selling, general and administrative expenses for the three months ended August 31, 2025 were $3,876,159 as compared to $4,162,487 for the 2024 period representing an 7% decrease. These expenses are primarily comprised of selling and marketing expenses, salaries and wages for personnel and professional fees. Legal fees for the three months ended August 31, 2025 increased $229,000 over the 2024 period. The legal fees related to the legal proceedings described below in Section 1 Legal Proceedings.

Previous wording

Depreciation and Amortization. Depreciation and amortization (not included in Cost of Sales) for the three months ended May 31, 2025 was $190,102 compared to $59,798 for the 2024 period. The increase in depreciation and amortization for the three months ended May 31, 2025 was due to the Company's building in Durham, NC.

Current wording

Depreciation and Amortization. Depreciation and amortization (not included in Cost of Sales) for the three months ended August 31, 2025 was $185,693 compared to $194,559 for the 2024 period.

Previous wording

Interest Expense. Interest expense during the three months ended May 31, 2025, was $551,126 compared to $329,273 during the comparable period in 2024, of which, $244,373 and $257,864, respectively, related to the credit and subordination agreements with Susser Bank as described in Note 5. Interest expense also includes of $304,030 and $280,197 as of the three months ended May 31, 2025 and May 31, 2024, respectively, for amounts due to the parties to the Company’s revenue sharing agreements based on the Company’s storage revenue collected. During the three months ended May 31, 2024, the Company capitalized interest expense of $210,700 related to the construction of the Company's new facility in North Carolina.

Current wording

Interest Expense. Interest expense during the three months ended August 31, 2025, was $538,219 compared to $533,464 during the comparable period in 2024, of which, $249,198 and $260,055, respectively, related to the credit and subordination agreements with Susser Bank as described in Note 5. Interest expense also includes of $287,962 and $271,498 as of the three months ended August 31, 2025 and August 31, 2024, respectively, for amounts due to the parties to the Company’s revenue sharing agreements based on the Company’s storage revenue collected.

Previous wording

Income Taxes. U.S. income tax expense for the three months ended May 31, 2025 was $219,318 compared to $816,390 for the three months ended May 31, 2024.

Current wording

Income Taxes. U.S. income tax expense for the three months ended August 31, 2025 was $436,588 compared to $328,186 for the three months ended August 31, 2024.

Previous wording

At May 31, 2025, the Company had cash and cash equivalents of $137,491 as compared to $560,960 at November 30, 2024. The decrease in cash and cash equivalents during the six months ended May 31, 2025 was primarily attributable to the following:

Current wording

At August 31, 2025, the Company had cash and cash equivalents of $265,207 as compared to $560,960 at November 30, 2024. The decrease in cash and cash equivalents during the nine months ended August 31, 2025 was primarily attributable to the following:

Previous wording

Net cash provided by operating activities for the six months ended May 31, 2025 was $1,661,077 which was attributable to the Company’s operating activities.

Current wording

Net cash from operating activities for the nine months ended August 31, 2025 was $4,197,793 which was attributable to the Company’s operating activities.

Previous wording

Net cash provided by operating activities for the six months ended May 31, 2024 was $1,416,616 which was attributable to the Company’s operating activities.

Current wording

Net cash from operating activities for the nine months ended August 31, 2024 was $3,853,917 which was attributable to the Company’s operating activities.

Previous wording

Net cash used in investing activities for the six months ended May 31, 2025 was $1,790,284 which was primarily attributable to $124,461 used to purchase equipment and $2,574,249 used to purchase marketable securities, which was offset by the sale of marketable securities in the amount of 793,426 and the sale of equipment in the amount of $115,000.

Current wording

Net cash used in investing activities for the nine months ended August 31, 2025 was $685,683 which was primarily attributable to $163,249 used to purchase equipment and $3,160,145 used to purchase marketable securities, which was offset by the sale of marketable securities in the amount of $2,522,711 and $115,000 from the sale of equipment.

Previous wording

Net cash used in investing activities for the six months ended May 31, 2024 was $3,095,647 which was primarily attributable to $2,209,654 used to purchase equipment and $854,869 used to purchase marketable securities, which was offset by the sale of marketable securities in the amount of $902,210.

Current wording

Net cash used in investing activities for the nine months ended August 31, 2024 was $3,761,250 which was primarily attributable to $2,395,360 used to purchase equipment and $1,759,828 used to purchase marketable securities, which was offset by the sale of marketable securities in the amount of $1,358,732.

Previous wording

Net cash used in financing activities for the six months ended May 31, 2025 was $294,262 which was primarily attributable to the proceeds received from the line of credit with Susser Bank described above in the amount of $6,800,000, which were offset by payments of $3,774,416 to partially repay the Susser Bank note payable and line of credit described above, $88,619 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. The dividends were paid on May 30, 2025 and February 28, 2025, respectively.

Current wording

Net cash used in financing activities for the nine months ended August 31, 2025 was $3,807,863 which was primarily attributable to the payments of $7,230,235 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. The dividends were paid on May 30, 2025 and February 28, 2025, respectively. These payments were partially offset by the proceeds received from the line of credit with Susser Bank described above in the amount of $6,800,000 and proceeds of $23,101 from the exercise of stock options.

Previous wording

Net cash provided by financing activities for the six months ended May 31, 2024 was $1,742,159 which was primarily attributable to the proceeds received from the line of credit with Susser Bank described above in the amount of $3,200,000, which were offset by payments of $278,370 to partially repay the Susser Bank note payable and line of credit described above and $1,407,471 used to repurchase the Company's common stock.

Current wording

Net cash used in financing activities for the nine months ended August 31, 2024 was $301,297 which was primarily attributable to the payments of $2,306,428 to partially repay the Susser Bank note payable and revolving line of credit described above and $1,423,871 used to repurchase the Company's common stock which were partially offset by the proceeds received from the line of credit with Susser Bank described above in the amount of $3,200,000 and proceeds from Swap termination.

Previous wording

The Company has a revolving line of credit, described above. The balance as of May 31, 2025 is $6,620,000 and is reflected on the accompanying balance sheet.

Current wording

The Company has a revolving line of credit, described above. The balance as of August 31, 2025 was $3,200,000 and is reflected on the accompanying balance sheet.

Previous wording

The Company anticipates making discretionary capital expenditures of approximately $5,000,000 over the next twelve months for property build out, purchases of equipment and software enhancements. The Company anticipates funding future property build out, equipment purchases and software enhancements with cash-on-hand, cash flows from future operations, the Company’s revolving line of credit (see Note 5) and potential additional debt financing. The Company transferred the Duke License Agreement to Celle Corp., a wholly-owned subsidiary, and had intended to transfer the assets related to the Patent and Technology License Agreement with Duke University and certain other assets into Celle Corp. to provide more financial flexibility to fund future projects. The Company was exploring spinning off this subsidiary to the Company’s shareholders.

Current wording

The Company anticipates making discretionary capital expenditures of approximately $1,000,000 over the next twelve months for purchases of equipment and software enhancements. The Company anticipates funding equipment purchases and software enhancements with cash-on-hand, cash flows from future operations, the Company’s revolving line of credit (see Note 5) and potential additional debt financing. The Company transferred the Duke License Agreement to Celle Corp., a wholly-owned subsidiary, and had intended to transfer the assets related to the Patent and Technology License Agreement with Duke University and certain other assets into Celle Corp. to provide more financial flexibility to fund future projects. The Company was exploring spinning off this subsidiary to the Company’s shareholders.

Previous wording

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

Current wording

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

Previous wording

As a result of the Company’s Arbitration Demand against Duke, the Company currently is unable to predict its funding needs for activities related to the Duke License Agreement. Until the Duke 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. As discussed further in Note 12, the Company has received from Duke a notice of termination of the License Agreement as of May 17, 2025. The opening of the Cryo-Cell Institute for Cellular Therapies is also on pause and the Company can make no assurances as to when or if it will be opened. Additionally, the proposed spinoff of Celle Corp. is also on hold and may not take place depending on the final outcome of the Duke dispute. See “Risk Factors” and Note 12 for additional information regarding Duke.

Current wording

As a result of the Company’s Arbitration Demand against Duke, the Company currently is unable to predict its funding needs for activities related to the Duke License Agreement. Until the Duke dispute is resolved, the Company does not anticipate making further investments in activities related to the Duke License Agreement. As discussed further in Note 12, the Company has received from Duke a notice of termination of the License Agreement as of May 17, 2025. The opening of the Cryo-Cell Institute for Cellular Therapies is also on pause and the Company can make no assurances as to when or if it will be opened. Additionally, the proposed spinoff of Celle Corp. is also on hold and may not take place depending on the final outcome of the Duke dispute. See “Risk Factors” and Note 12 for additional information regarding Duke.

Previous wording

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

Current wording

The Company anticipates that its cash and cash equivalents, marketable securities and cash flows from operation, together with external sources of capital will be sufficient to fund its known cash needs for at least the next 12 months. However, cash flows from operations will depend primarily upon increasing revenues from sales of its umbilical cord blood and cord tissue cellular storage services and managing discretionary expenses. Additionally, depending in part on the outcome of the Duke Arbitration Demand, the Company may require capital to pay for the startup expenses relating to its planned infusion clinic, to finance clinical trials related to the Duke License Agreement, to develop biopharmaceutical manufacturing capabilities and for capital expenditures for software enhancements and purchases of equipment and obligations under the Duke License Agreement. While we previously anticipated that over $50 million would be needed over the next 5 years to fund its activities related to the Duke License Agreement, as result of the Company’s Arbitration Demand against Duke, as discussed further in Note 12, the Company currently is unable to predict its funding needs for those activities. Until the Duke dispute is resolved, the Company does not anticipate making further investments in activities related to the Duke License