CRYO CELL INTERNATIONAL INC

Previous wording

Utilizing its infrastructure, experience and resources derived from its umbilical cord blood stem cell business, the Company has strived to expand 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

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.

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’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 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 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) andto set up a cellular therapy laboratory to manufacture mesenchymal stromal cells from cord tissue (“MSCs”).

Previous wording

Results of Operations – Six-Month Period Ended May 31, 2026 Compared to the Six-Month Period Ended May 31, 2025

Current wording

Results of Operations – Nine-Month Period Ended August 31, 2026 Compared to the Nine-Month Period Ended August 31, 2025

Previous wording

Processing and Storage Fees. For six months ended May 31, 2026 and May 31, 2025 processing and storage fees were $15,358,559 and $15,737,607, respectively. The decrease in 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 six months of fiscal 2026 versus the same period in 2025.

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 15% decrease in the number of new domestic cord blood specimens processed in the first nine months of fiscal 2026 versus the same period in 2025.

Previous wording

Product Revenue. For the six months ended May 31, 2026, revenue from the product sales was $52,776 compared to $35,349 for the six months ended May 31, 2025.

Current wording

Product Revenue. For the nine months ended August 31, 2026, revenue from the product sales was $91,698 compared to $35,785 for the nine months ended August 31, 2025.

Previous wording

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

Current wording

Public Cord Blood Banking Revenue. For the nine months ended August 31, 2026, revenue from the public cord blood banking sales was $182,895 compared to $128,886 for the nine months ended August 31, 2025. The increase 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, 2026 was $3,333,151 as compared to $3,841,127 for the same period in 2025, representing a 13% decrease. Cost of sales includes wages and supplies associated with process enhancements to the existing production procedures and quality systems in the processing of cord blood specimens at the Company’s facility in Oldsmar, Florida and depreciation expense of approximately $70,000 and $66,000 for the six months ended May 31, 2026 and May 31, 2025, respectively. Cost of Sales also includes $17,970 and $11,242 for the six months ended May 31, 2026 and May 31, 2025, respectively, related to the costs associated with production of the PrepaCyte®-CB processing and storage system. Also included in Cost of Sales is $216,721 and $476,142 for the six months ended May 31, 2026 and May 31, 2025, respectively, related to the public banks.

Current wording

Cost of Sales. Cost of sales for the nine months ended August 31, 2026 was $4,946,364 as compared to $5,642,546 for the same period in 2025, representing a 12% decrease. The main reason for the decrease for the nine months ended August 31, 2026 is the 15% decrease in the number of new domestic cord blood specimens processed in the first nine months of fiscal 2026 versus the same period in 2025. 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 $99,168 and $99,740 for the nine months ended August 31, 2026 and August 31, 2025, respectively. Cost of Sales also includes $36,818 and $13,537 for the nine months ended August 31, 2026 and August 31, 2025, respectively, related to the costs associated with production of the PrepaCyte®-CB processing and storage system. Also included in Cost of Sales is $376,402 and $608,314 for the nine months ended August 31, 2026 and August 31, 2025, 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, 2026 were $9,629,846 as compared to $8,896,142 for the 2025 period representing a 8% 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, 2026 were $13,408,955 as compared to $12,772,301 for the 2025 period representing a 5% 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 $1.98 million in legal fees and expenses related to the legal proceedings described below in Item 1 Legal Proceedings.

Previous wording

Research, Development and Related Engineering Expenses. Research, development and related engineering expenses for the six months ended May 31, 2026 were $165,542 as compared to $229,854 for the 2025 period.

Current wording

Research, Development and Related Engineering Expenses. Research, development and related engineering expenses for the nine months ended August 31, 2026 were $219,166 as compared to $291,479 for the 2025 period.

Previous wording

Depreciation and Amortization. Depreciation and amortization (not included in Cost of Sales) for the six months ended May 31, 2026 was $368,216 compared to $381,955 for the 2025 period.

Current wording

Depreciation and Amortization. Depreciation and amortization (not included in Cost of Sales) for the nine months ended August 31, 2026 was $552,695 compared to $567,648 for the 2025 period.

Previous wording

Interest Expense. Interest expense during the six months ended May 31, 2026, was $904,626 compared to $1,046,088 during the comparable period in 2025, of which, $346,414 and $472,620, respectively, related to the credit and subordination agreements with Susser Bank as described in Note 5. Interest expense also includes of $554,481 and $567,182 as of the six months ended May 31, 2026 and May 31, 2025, respectively, for amounts due to the parties to the Company’s revenue sharing agreements based on the Company’s storage revenue collected.

Current wording

Interest Expense. Interest expense during the nine months ended August 31, 2026, was $1,342,931 compared to $1,584,307 during the comparable period in 2025, of which, $499,082 and $721,818, respectively, related to the credit and subordination agreements with Susser Bank as described in Note 5. Interest expense also includes of $839,633 and $855,144 as of the nine months ended August 31, 2026 and August 31, 2025, 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 six months ended May 31, 2026 was $296,396 compared to $470,181 for the six months ended May 31, 2025.

Current wording

Income Taxes. U.S. income tax expense for the nine months ended August 31, 2026 was $851,354 compared to $906,769 for the nine months ended August 31, 2025.

Previous wording

Processing and Storage Fees. For three months ended May 31, 2026 and May 31, 2025 processing and storage fees were $7,715,446 and $7,871,719 respectively. The decrease in processing and storage fee revenue is attributable to a 3% increase in recurring annual storage fee revenue offset by a 11% decrease in the number of new domestic cord blood specimens processed in the first six months of fiscal 2026 versus the same period in 2025.

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 16% decrease in the number of new domestic cord blood specimens processed for three months ended August 31, 2026 versus the same period in 2025.

Previous wording

Product Revenue. For the three months ended May 31, 2026, revenue from the product sales was $14,182 compared to $14,436 for the three months ended May 31, 2025.

Current wording

Product Revenue. For the three months ended August 31, 2026, revenue from the product sales was $38,922 compared to $436 for the three months ended August 31, 2025.

Previous wording

Public Cord Blood Banking Revenue. For the three months ended May 31, 2026, revenue from the public cord blood banking sales was $46,485 compared to $42,688 for the three months ended May 31, 2025.

Current wording

Public Cord Blood Banking Revenue. For the three months ended August 31, 2026, revenue from the public cord blood banking sales was $135,000 compared to $4,119 for the three months ended August 31, 2025. The increase 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, 2026 was $1,676,663 as compared to $1,856,539 for the same period in 2025, representing an 10% 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 $34,000 and $35,000 for the three months ended May 31, 2026 and May 31, 2025, respectively. Cost of Sales also includes $5,783 and $4,283 for the three months ended May 31, 2026 and May 31, 2025, respectively, related to the costs associated with production of the PrepaCyte®-CB processing and storage system. Also included in Cost of Sales is $116,421 and $200,148 for the three months ended May 31, 2026 and May 31, 2025, respectively, related to the public banks.

Current wording

Cost of Sales. Cost of sales for the three months ended August 31, 2026 was $1,613,213 as compared to $1,801,419 for the same period in 2025, representing a 10% 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 $29,435 and $33,449 for the three months ended August 31, 2026 and August 31, 2025, respectively. Cost of Sales also includes $18,848 and $2,295 for the three months ended August 31, 2026 and August 31, 2025, respectively, related to the costs associated with production of the PrepaCyte®-CB processing and storage system. Also included in Cost of Sales is $159,681 and $132,172 for the three months ended August 31, 2026 and August 31, 2025, respectively, related to the public banks. The decrease in cost of sales for the three months ended August 31, 2026 versus August 31, 2025 is due to the decrease in the number of new domestic cord blood specimens processed during the three months ended August 31, 2026 versus August 31, 2025.

Previous wording

Selling, General and Administrative Expenses. Selling, general and administrative expenses for the three months ended May 31, 2026 were $4,617,999 as compared to $4,257,857 for the 2025 period representing a 8% 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, 2026 were $3,779,109 as compared to $3,876,159 for the 2025 period representing a 3% decrease. These expenses are primarily comprised of selling and marketing expenses, salaries and wages for personnel and professional fees. Legal fees and expenses for the three months ended August 31, 2026 increased $126,000 over the 2025 period. The legal fees related to the legal proceedings described below in Item 1 Legal Proceedings.

Previous wording

Research, Development and Related Engineering Expenses. Research, development and related engineering expenses for the three months ended May 31, 2026 were $99,781 as compared to $131,711 for the 2025 period.

Current wording

Research, Development and Related Engineering Expenses. Research, development and related engineering expenses for the three months ended August 31, 2026 were $53,624 as compared to $61,625 for the 2025 period.

Previous wording

Depreciation and Amortization. Depreciation and amortization (not included in Cost of Sales) for the three months ended May 31, 2026 was $184,329 compared to $190,102 for the 2025 period.

Current wording

Depreciation and Amortization. Depreciation and amortization (not included in Cost of Sales) for the three months ended August 31, 2026 was $184,479 compared to $185,693 for the 2025 period.

Previous wording

Interest Expense. Interest expense during the three months ended May 31, 2026, was $441,917 compared to $551,126 during the comparable period in 2025, of which, $157,862 and $244,373, respectively, related to the credit and subordination agreements with Susser Bank as described in Note 5. Interest expense also includes of $283,468 and $304,030 as of the three months ended May 31, 2026 and May 31, 2025, respectively, for amounts due to the parties to the Company’s revenue sharing agreements based on the Company’s storage revenue collected.

Current wording

Interest Expense. Interest expense during the three months ended August 31, 2026, was $438,305 compared to $538,219 during the comparable period in 2025, of which, $152,668 and $249,198, respectively, related to the credit and subordination agreements with Susser Bank as described in Note 5. Interest expense also includes $285,152 and $287,962 as of the three months ended August 31, 2026 and August 31, 2025, 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, 2026 was $273,195 compared to $219,318 for the three months ended May 31, 2025.

Current wording

Income Taxes. U.S. income tax expense for the three months ended August 31, 2026 was $554,958 compared to $436,588 for the three months ended August 31, 2025.

Previous wording

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

Current wording

At August 31, 2026, the Company had cash and cash equivalents of $1,425,663 as compared to $319,031 at November 30, 2025. The increase in cash and cash equivalents during the nine months ended August 31, 2026 was primarily attributable to the following:

Previous wording

Net cash provided by operating activities for the six months ended May 31, 2026 was $2,497,738 which was attributable to the Company’s operating activities.

Current wording

Net cash from operating activities for the nine months ended August 31, 2026 was $3,639,507 which was attributable to the Company’s operating activities.

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 from investing activities for the six months ended May 31, 2026 was $54,143 which was primarily attributable to $99,766 used to purchase equipment and $656,703 used to purchase marketable securities, which was offset by the sale of marketable securities in the amount of $810,612.

Current wording

Net cash used in investing activities for the nine months ended August 31, 2026 was $126,608 which was primarily attributable to $201,645 used to purchase equipment and $900,042 used to purchase marketable securities, which was offset by the sale of marketable securities in the amount of $975,079.

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

Current wording

Net cash used in financing activities for the nine months ended August 31, 2026 was $2,406,267 which was primarily attributable to the payments of $3,629,517 to partially repay the Susser Bank note payable and revolving line of credit described above. These payments were partially offset by the proceeds received from the line of credit with Susser Bank described above in the amount of $1,200,000 and proceeds of $23,250 from the exercise of stock options.

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

This discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and disclosures of contingent assets and liabilities. For a full discussion of our accounting policies please refer to Note 1 to the Consolidated Financial Statements included in our 2025 Annual Report on Form 10-K filed with the SEC on February 27, 2026. Our most critical accounting policies and estimates include: recognition of revenue and the related allowance for doubtful accounts, stock-based compensation, income taxes and license and revenue sharing agreements. We continually evaluate our judgments, estimates and assumptions. We base our estimates on the terms of underlying agreements, historical experience and other factors that we believe are reasonable based on the circumstances, the results of which form our management’s basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. There have been changes to our critical accounting policies and estimates from the information provided in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2025 Annual Report on Form 10-K. Please refer to Note 1 to the Consolidated Financial Statements.

Current wording

This discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and disclosures of contingent assets and liabilities. For a full discussion of our accounting policies please refer to Note 1 to the Consolidated Financial Statements included in our 2025 Annual Report on Form 10-K filed with the SEC on February 27, 2026. Our most critical accounting policies and estimates include: recognition of revenue and the related allowance for doubtful accounts, stock-based compensation, income taxes and license and revenue sharing agreements. We continually evaluate our judgments, estimates and assumptions. We base our estimates on the terms of underlying agreements, historical experience and other factors that we believe are reasonable based on the circumstances, the results of which form our management’s basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. There have been no changes to our critical accounting policies and estimates from the information provided in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2025 Annual Report on Form 10-K. Please refer to Note 1 to the Consolidated Financial Statements.