[{"_1":2,"_3":-5,"_4":-5},"loaderData",{"_5":6,"_7":8},"actionData","errors","root",{"_137":138},"en-item",{"_9":10,"_10":11},"kind","item",{"_12":13,"_14":15,"_16":17,"_18":19,"_20":21,"_22":23,"_24":25,"_26":27,"_28":29,"_30":31,"_32":31,"_33":34,"_35":36,"_37":38,"_39":40,"_41":42,"_43":44,"_45":46,"_47":-5,"_48":49,"_50":-5,"_51":-5,"_52":53,"_54":55,"_56":57,"_58":42,"_59":42,"_60":61,"_62":42,"_63":64},"id","x69odamapqww2yk0ud9zn9udu","revision",2,"title","Cryo-Cell International Inc. 2026年前三季度营收下降1.9%，净收入增长34.8%","originalTitle","CRYO CELL INTERNATIONAL INC (0000862692) (Filer)","summary","Cryo-Cell International Inc. 报告2026年前三季度营收为2328.34万美元，同比下降1.9%；净收入为187.22万美元，同比增长34.8%。公司面临与杜克大学的仲裁纠纷，预计可能对业务和财务状况产生重大负面影响。","reason","Cryo-Cell International Inc. 2026年前三季度营收同比下降1.9%，但净收入同比增长34.8%，同时面临与杜克大学的仲裁纠纷及流动性压力。","source",{"_12":128,"_129":130,"_9":131,"_132":42,"_133":134,"_135":136},"links",{"_125":126,"_113":127},"publishedAt","2026-10-09T20:30:37.000Z","discoveredAt","2026-10-09T22:55:47.411Z","timelineAt","category","ai-products","tags",[119,120,121,122,123,124],"stockSymbols",[118],"score",73,"selected",true,"channel","news","story",{"_73":74,"_16":75},"x","readingMode","full","author","language","body",{"_64":112,"_113":-5,"_114":115,"_116":117},"outline",[77,78,79,80,81,82,83,84,85,86,87,88],"relatedStories",[76],"indexable","markdownAvailable","group",{"_65":66,"_45":67,"_68":69,"_70":71,"_72":71},"hasTranslation","bodyLanguage","zh","factId","fw98nlyXAPPE",{"_73":74,"_16":75},"reportCount",1,"additionalSourceCount",0,"developmentCount","publicId","aeab715e-38f0-472a-adc5-78626496bda5","Cryo-Cell International Inc. 财报与仲裁纠纷",{"_73":74,"_16":75},{"_12":110,"_90":111,"_92":15},{"_12":109,"_90":91,"_92":15},{"_12":107,"_90":108,"_92":15},{"_12":106,"_90":91,"_92":15},{"_12":104,"_90":105,"_92":15},{"_12":102,"_90":103,"_92":15},{"_12":100,"_90":101,"_92":15},{"_12":98,"_90":99,"_92":15},{"_12":96,"_90":97,"_92":15},{"_12":95,"_90":91,"_92":15},{"_12":93,"_90":94,"_92":15},{"_12":89,"_90":91,"_92":15},"sec-12","text"," ","level","sec-11","(c)\tISSUER REPURCHASES OF COMMON STOCK","sec-10","sec-9","(b)\tUSE OF PROCEEDS FROM SECURITIES","sec-8","None.","sec-7","(a)\tRECENT SALES OF UNREGISTERED SECURITIES","sec-6","ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS","sec-5","收入确认","sec-4","sec-3","第 1 项法律诉讼","sec-2","sec-1","39","

美国证券交易委员会

华盛顿特区 20549

表格 10-Q

(选择一项)

☒\t根据1934年《证券交易法》第13条或第15(d)条提交的季度报告。

截至 2026年8月31日的季度

☐\t根据1934年《证券交易法》第13条或第15(d)条提交的过渡报告。

从到

委员会文件编号 001-40767

Cryo-Cell International, Inc.

(注册人章程中规定的准确名称)

\n \n \n \n \n \n \n \n \n \n \n \n \n

特拉华州

22-3023093

(州或其他司法管辖区)

成立或组织)

(I.R.S. 雇主

识别号码)

\n \n \n \n \n \n \n \n \n \n \n

700 Brooker Creek Blvd. Oldsmar, FL 34677

(主要执行办公室地址) (邮政编码)

(813) 749-2100

\n \n \n \n \n \n

(发行人电话号码，包括区号)

（如自上次报告以来名称、地址或财政年度有所更改，请注明）。

根据《法案》第12(b)条注册的证券：

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

每类证券的名称

交易

股票代码

每种证券的交易所名称

已注册的交易所

普通股，面值0.01美元

CCEL

NYSE American LLC

检查是否注册人（1）在过去12个月（或注册人需提交此类报告的较短期间）内提交了根据《证券交易法》第13条或第15(d)条应提交的所有报告，并且（2）在过去90天内已受此类提交要求约束。是 ☒ 否 ☐

通过复选标记表明注册人是否已根据《S-T条例》第405条（§232.405）的要求，在前12个月内（或注册人需提交并发布此类文件的较短期间）提交并发布了所有交互式数据文件。是 ☒ 否 ☐ 不适用 ☐

通过复选标记表明注册人是否为大型加速提交者、加速提交者、非加速提交者或较小的报告公司。参见《证券交易法》第12b-2条中“大型加速提交者”、“加速提交者”、“较小的报告公司”和“新兴成长公司”的定义。（选择一项）：

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n	\n	\n	\n
大型加速提交者	☐	加速提交者	☐

非加速提交者	☑	较小的报告公司	☑

		新兴成长公司	☐

如果是一家新兴成长公司，请通过复选标记表明注册人是否已选择不使用《证券交易法》第13(a)条规定的任何新修订的财务会计标准的延长过渡期。 ☐

用勾选标记表明注册人是否为壳公司（根据《交易法》第12b-2条定义） ☐

说明发行人每类普通股的已发行股份数量，以最近可行日期为准。截至 2026 年 10 月 9 日，8,062,650股面值为 0.01 美元的普通股已发行。

CRYO-CELL INTERNATIONAL, INC. AND SUBSIDIARIES

\n	\n
	页码
第一部分 - 财务信息（未经审计）

第 1 项财务报表

合并资产负债表	3

合并利润表	4

合并现金流量表	5

合并股东权益变动表	6

合并财务报表附注	7

第 2 项管理层讨论与分析财务状况和经营成果	28

第 3 项市场风险的定量和定性披露	37

第 4 项控制和程序	37

第二部分 - 其他信息	39

第 1 项法律诉讼	39

第 1A 项风险因素	39

第 2 项未注册的股权证券销售和资金用途	40

第 3 项高级证券违约	40

第 4 项矿山安全披露	40

第 5 项其他信息	40

第 6 项附件	41

签名	42

CRYO-CELL INTERNATIONAL, INC. AND SUBSIDIARIES

合并资产负债表

\n	\n	\n	\n	\n	\n	\n	\n	\n
		（未经审计）
		8 月 31 日			11 月 30 日
		2026			2025
资产
流动资产
现金及现金等价物		$	1,425,663			$	319,031
可供出售证券			2,803,292				2,977,013
应收账款（扣除坏账准备后）
可疑的账户 $4,366,902 和 $4,306,410，分别为)			6,833,879				6,846,180
预付费用			490,985				573,218
存货，流动部分			533,557				408,794
其他流动资产			1,084,964				633,985
流动资产总额			13,172,340				11,758,221
固定资产-净值			20,541,106				21,034,372
其他资产
无形资产-净值			829,611				863,074
存货，扣减流动部分后的净值			700,000				776,000
商誉			1,941,411				1,941,411
递延税资产			23,620,711				23,620,711
经营租赁使用权资产			529,033				819,626
存款和其他资产，净值			968,487				915,099
其他资产总额			28,589,253				28,935,921
资产总额		$	62,302,699			$	61,728,514
负债和股东权益赤字
流动负债
应付账款		$	2,420,910			$	2,870,771
应计费用			2,565,375				4,278,027
应付票据			199,184				183,650
信用额度			-				2,300,000
经营租赁负债的流动部分			426,861				430,221
递延收入			9,719,618				9,730,318
流动负债总额			15,331,948				19,792,987

其他负债
递延收入，扣减流动部分后的净值			54,252,512				50,974,678
应付票据，扣减流动部分和债务发行成本后的净值			8,040,405				8,170,130
经营租赁长期负债			150,342				474,628
长期负债 - 收入分成协议			875,000				875,000
其他负债			47,020				47,020
其他负债总额			63,365,279				60,541,456
总负债			78,697,227				80,334,443

承诺和或有事项（注释 9）			—				—

股东权益赤字
优先股（$.01 面值，500,000 已授权且无已发行和流通）			—				—
系列A优先参与股（$.01 面值，20,000 已授权且无已发行和流通）			—				—
普通股（$.01 面值，20,000,000 已授权；14,884,619 已发行和8,062,650 流通，截至2026年8月31日及14,877,119 已发行和8,055,150 流通，截至2025年11月30日）			148,846				148,771
额外支付资本			45,047,738				44,708,596
库藏股，按成本计			(25,025,058	)			(25,025,058	)
累计赤字			(36,566,054	)			(38,438,238	)
股东权益赤字总额			(16,394,528	)			(18,605,929	)
总负债和股东权益赤字		$	62,302,699			$	61,728,514

附注是这些合并财务报表不可分割的一部分。

CRYO-CELL INTERNATIONAL, INC. 及其子公司

合并损益表

（未经审计）

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
			截至三个月的期间			截至九个月的期间
			截至8月31日			截至8月31日			截至8月31日				截至8月31日
			2026			2025			2026				2025
收入：
处理和存储费用			$	7,650,234			$	7,820,877			$	23,008,793				$	23,558,484
公共银行收入				135,000				4,119				182,895					128,886
产品收入				38,922				436				91,698					35,785
总收入				7,824,156				7,825,432				23,283,386					23,723,155
成本和费用：
销售成本				1,613,213				1,801,419				4,946,364					5,642,546
销售、一般及行政费用				3,779,109				3,876,159				13,408,955					12,772,301
研究、开发及相关工程				53,624				61,625				219,166					291,479
折旧和摊销				184,479				185,693				552,695					567,648
总成本和费用				5,630,425				5,924,896				19,127,180					19,273,974
营业利润				2,193,731				1,900,536				4,156,206					4,449,181
其他收入（费用）：
有价证券的收益（损失）				69,755				(193,886	)			(98,684	)				(604,619	)
其他收入				267				17,565				8,947					34,562
利息费用				(438,305	)			(538,219	)			(1,342,931	)				(1,584,307	)
其他（费用）收入总额				(368,283	)			(714,540	)			(1,432,668	)				(2,154,364	)
税前收入				1,825,448				1,185,996				2,723,538					2,294,817
所得税费用				(554,958	)			(436,588	)			(851,354	)				(906,769	)
净收入			$	1,270,490			$	749,408			$	1,872,184				$	1,388,048
每股普通股净收入 - 基本			$	0.16			$	0.09			$	0.23				$	0.17
基本普通股加权平均数				8,062,650				8,057,780				8,057,778					8,073,303
每股普通股净收入 - 稀释			$	0.16			$	0.09			$	0.23				$	0.17
稀释普通股加权平均数				8,065,142				8,073,654				8,057,920					8,126,614

附注是这些合并财务报表不可分割的一部分。

CRYO-CELL INTERNATIONAL, INC. 及其子公司

合并现金流量表

（未经审计）

\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至九个月的期间
		截至8月31日			截至8月31日
		2026			2025
经营活动产生的现金流量：
净收入		$	1,872,184			$	1,388,048
调整项目以将净收入调节为经营活动中提供的净现金：
折旧和摊销费用			728,374				742,231
财产和设备出售损失			—				48,304
有价证券的损失			98,684				604,619
股票期权的补偿部分			315,967				374,198
坏账准备金			923,595				780,197
债务发行费用摊销			15,326				15,657
经营租赁使用权资产摊销			290,593				295,654
资产和负债的变化：
应收账款			(911,294	)			(304,483	)
预付费用			82,233				19,125
存货			(48,763	)			79,730
其他流动资产			(450,979	)			109,604
存款和其他资产，净额			(53,388	)			(92,144	)
应付账款			(449,861	)			741,407
应计费用			(1,712,652	)			(3,525,297	)
经营租赁负债			(327,646	)			(317,744	)
递延收入			3,267,134				3,238,687
经营活动产生的净现金			3,639,507				4,197,793
投资活动产生的现金流量：
购置物业和设备			(201,645	)			(163,249	)
出售物业和设备			—				115,000
购买可交易证券			(900,042	)			(3,160,145	)
出售可交易证券			975,079				2,522,711
投资活动产生的（使用）净现金			(126,608	)			(685,683	)
筹资活动使用的现金流量：
回购库藏股票			—				(169,502	)
偿还应付票据			(129,517	)			(110,235	)
偿还信用额度			(3,500,000	)			(7,120,000	)
行使股票期权所得款项			23,250				23,101
信用额度所得款项			1,200,000				6,800,000
支付的股息			—				(3,231,227	)
筹资活动使用的净现金			(2,406,267	)			(3,807,863	)

现金及现金等价物的增加（减少）			1,106,632				(295,753	)
期初现金及现金等价物			319,031				560,960

期末现金及现金等价物		$	1,425,663			$	265,207

补充非现金运营活动：
因使用权资产产生的租赁负债		$	—			$	396,163
补充现金流量信息：
当年支付的现金：
利息		$	1,330,944			$	1,533,485
所得税		$	1,395,084			$	2,833,737

附注是这些合并财务报表不可分割的一部分。

CRYO-CELL INTERNATIONAL, INC. 及其子公司

合并股东权益表

（未经审计）

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至2026年8月31日的三个月
								额外									总计
		普通股			实收资本			库藏股			累计			股东权益
		股份数量			金额			资本			股票			亏损			亏损

2026年5月31日的余额			14,884,619			$	148,846			$	44,955,224			$	(25,025,058	)		$	(37,836,544	)		$	(17,757,532	)
股票期权的补偿部分									92,514									$	92,514
净收益															1,270,490			$	1,270,490
2026年8月31日的余额			14,884,619			$	148,846			$	45,047,738			$	(25,025,058	)		$	(36,566,054	)		$	(16,394,528	)


		截至2026年8月31日的九个月
								额外									总计
		普通股			实收资本			库藏股			累计			股东权益
		股份数量			金额			资本			股票			亏损			亏损
2025年11月30日的余额			14,877,119			$	148,771			$	44,708,596			$	(25,025,058	)		$	(38,438,238	)		$	(18,605,929	)
行使股票期权			7,500				75				23,175										23,250
股票期权的补偿部分									315,967										315,967
净收益															1,872,184				1,872,184
2026年8月31日的余额			14,884,619			$	148,846			$	45,047,738			$	(25,025,058	)		$	(36,566,054	)		$	(16,394,528	)


		截至2025年8月31日的三个月
								额外									总计
		普通股			实收资本			库藏股			累计			股东权益
		股份数量			金额			资本			股票			亏损			亏损
2025年5月31日的余额			14,849,619			$	148,696			$	44,605,887			$	(24,944,175	)		$	(35,370,213	)		$	(15,559,805	)
行使股票期权			7,500				75				23,026										23,101
股票期权的补偿部分									36,780										36,780
库藏股												(80,883	)						(80,883	)
净收益															749,408				749,408
2025年8月31日的余额			14,857,119			$	148,771			$	44,665,693			$	(25,025,058	)		$	(34,620,805	)		$	(14,831,399	)


		截至2025年8月31日的九个月
								额外									总计
		普通股			实收资本			库藏股			累计			股东权益
		股份数量			金额			资本			股票			亏损			亏损
2024年11月30日的余额			14,849,619			$	148,696			$	44,268,469			$	(24,855,556	)		$	(32,777,626	)		$	(13,216,017	)
行使股票期权			7,500				75				23,026										23,101
股票期权的补偿部分									374,198										374,198
库藏股												(169,502	)						(169,502	)
已宣布的股息（$0.40 每份股票）															(3,231,227	)			(3,231,227	)
净收入															1,388,048				1,388,048
截至2025年8月31日的余额			14,857,119			$	148,771			$	44,665,693			$	(25,025,058	)		$	(34,620,805	)		$	(14,831,399	)

附注是这些合并财务报表不可分割的一部分。

CRYO-CELL INTERNATIONAL, INC. 及其子公司

合并财务报表附注

截至2026年8月31日

（未审计）

注1 - 业务描述、列报基础和重要会计政策

Cryo-Cell International, Inc.（“公司”或“Cryo-Cell”）于1989年9月11日在特拉华州成立，总部位于佛罗里达州奥尔德马尔。公司分为三个可报告业务部门：（1）细胞加工和低温细胞储存，目前重点关注脐带血干细胞的采集和保存，供家庭使用；（2）PrepaCyte CB单元的制造，这是用于加工脐带血干细胞的加工技术；（3）脐带血干细胞的低温储存，供公共使用。细胞加工和低温细胞储存的收入来自向客户销售脐带血干细胞项目以及来自在美国以外地区向客户销售脐带血干细胞项目的特许经营商的收入。PrepaCyte CB单元制造的收入来自向客户销售PrepaCyte CB单元。在杜克大学（见下文）存储的脐带血干细胞低温储存收入来自向国家骨髓捐献者计划（“NMDP”）销售脐带血单元，NMDP将这些脐带血单元分发给位于美国和世界各地的移植中心。公司的美国业务运营，包括样本的加工和储存，均在其位于佛罗里达州奥尔德马尔的总部设施中进行。这些样本主要储存在公司位于北卡罗来纳州达勒姆市技术先进、运营高效的设施中的商用低温储存设备中。

未经审计的合并财务报表，包括截至2026年8月31日和2025年11月30日的合并资产负债表，截至2026年8月31日和2025年8月31日的三个月和九个月的合并损益表，截至2026年8月31日和2025年8月31日的九个月合并现金流量表，以及截至2026年8月31日和2025年8月31日的三个月和九个月的合并股东权益变动表，已由Cryo-Cell International, Inc.根据证券交易委员会的规则和法规为中期财务报告编制。根据这些规则和法规，某些通常包含在根据美国通用会计原则编制的年度财务报表中的财务信息和注释披露已被简化或省略。建议将这些合并财务报表与公司2025年11月30日的10-K表格年度报告中包含的财务报表和相关注释一起阅读。管理层认为，为公允列示所列期间的财务状况、经营成果和现金流量，已作出所有必要的调整（仅包括正常重复性调整）。截至2026年8月31日和2025年8月31日的三个月和九个月的经营成果不一定反映未来任何中期期间或截至2026年11月30日的整个年度的预期结果。.

收入确认

公司按照《会计准则汇编》（“ASC”）第606项“与客户签订合同的收入”（“ASC 606”）确认收入。ASC 606适用于所有与客户签订的合同，但不适用于其他标准范围内的合同，例如租赁、保险、合作安排和金融工具。ASC 606还影响其他一些领域，例如取得或履行合同的成本会计处理。ASC 606还要求披露与客户合同相关的收入和现金流量的性质、金额、时间和不确定性。

根据ASC 606，当合同条款下的义务得到履行时，或在履行时确认收入，这发生在承诺的服务控制权转移给客户时。收入按公司预期从向客户转让服务中获得的对价金额（“交易价格”）进行计量。

在合同初始确认时，如果确定该合同属于ASC 606的范围，公司会使用五步模型对与客户的合同进行评估：(1)确定与客户的合同；(2)确定合同中的履约义务；(3)确定交易价格；(4)将交易价格分配至单独的履约义务；以及(5)在（或当）每个履约义务得到履行时确认收入。公司在合同初始时以及与客户的关系持续期间，都会评估其合同的法律可执行性。如果公司和客户之间存在关于权利和义务的法律可执行性，则公司拥有可执行的合同，并且在满足其他标准的情况下允许确认收入。如果在安排开始时，公司确定不存在具有法律可执行权利和义务的合同，则收入将被递延，直到满足所有可执行合同的标准。公司仅在很可能收到其因向客户转让商品或服务而有权获得的对价时，才对合同应用五步模型。

合同修改是指修改创建了新的或改变了现有的法律可执行权利和义务。公司的合同偶尔会因合同条款和条件的变化而进行修改，公司将其称为升级或降级。当客户希望为额外的存储年数付费时会发生升级。A

降级是指客户最初签订了一份长期合同（如21年或终身计划），但希望将期限改为一年期合同。升级修改符合作为单独合同处理的条件，因为额外的服务是独立的，合同价格的增加反映了公司对额外服务的单独销售价格，并将按未来基础进行核算。降级修改不符合作为单独合同处理的条件，因为原始合同的价格没有增加，因此不符合单独合同的标准。因此，公司会单独考虑降级修改，以确定这些修改应作为现有合同的终止和新合同的创建（未来基础）进行核算，还是作为现有合同的一部分（累计调整）。ASC 606要求，如果修改后的剩余商品或服务与修改日期之前转让的商品或服务是独立的，则实体应将合同修改视为现有合同的终止和新合同的创建。由于修改后的服务之前已被确定为独立的，公司得出结论认为降级修改符合此方法，并将按未来基础进行核算。尽管会发生合同修改，但这些修改并不频繁。

履约义务

在合同开始时，公司评估合同中向客户承诺的商品和服务，并针对向客户转移商品或服务（或商品或服务的组合）的每一项承诺确定履约义务。当（或随着）该履约义务得到履行时，公司将交易价格中分配给该履约义务的金额确认为收入。为确定履约义务，公司考虑合同中承诺的所有商品或服务，无论这些商品或服务是明确说明的还是根据常规商业惯例隐含的。公司确定以下单独的商品和服务代表与脐带血产品销售相关的单独履约义务：

•

采集和加工服务

•

存储服务

•

公共脐带血银行

•

许可和特许权使用费

•

PrepaCyte CB产品的销售

采集、加工和存储费用

加工和存储费用包括公司为私人用途提供脐带血和组织细胞的加工以及低温细胞存储服务。就细胞加工和低温细胞存储确认的收入代表公司向客户销售脐带血干细胞计划以及授权方从美国以外地区向客户销售脐带血干细胞计划所获得的收入。

公司在加工成功完成时确认加工费用的收入，并在一段时间内确认存储费用，即在合同存储期内按比例确认，以及来自授权方根据长期存储合同支付的特许权使用费的其他收入，公司根据授权协议拥有这些长期存储合同。合同存储期为ratably over the contractual storage period as well as other income from royalties paid by licensees related to long-term storage contracts which the Company has under license agreements. Contracted storage periods are annual, twenty-one years and life-time. The life-time storage plan is based on a life expectancy of 81 years, which is the current estimate by the Center for Disease Control for United States women’s life expectancy and the Company concluded that additional data analysis would result in an immaterial difference in revenue recognition. Deferred revenue on the accompanying consolidated balance sheets includes the portion of the annual, the twenty-one-year and the life-time storage fees that are being recognized over the contractual storage period as well as royalties received from foreign licensees relating to long-term storage contracts for which the Company has future obligations under the license agreement. The Company classifies deferred revenue as current if the Company expects to recognize the related revenue over the next 12 months from the balance sheet date.

重大融资成分

在确定合同的交易价格时，如果客户的付款时间明显早于或明显晚于履行义务的时间，将进行调整，从而产生重大融资成分。对于所有年度、21年期和终身计划，存储费用在存储期开始时收取（预付计划）。公司还为客户提供分期付款计划（包括规定的服务费），使客户可以在1至24个月以上的期限内分期付款。一次性计划包括采集套件、处理和检测、回程医疗快递服务以及21年的预付存储费用。终身计划包括采集套件、处理和检测、回程医疗快递服务以及客户终身的预付存储费用。公司得出结论，预付或分期付款计划中均不包含重大融资成分。

公司确定，大多数分期付款计划的付款时间少于一年。在考虑24个月的付款计划时，现金销售价格与支付的对价之间的差异可以忽略不计。因此，公司认为其付款计划不包含重大融资成分，因为从整体来看，它们在所有签订的合同背景下并不显著，也不在单个合同层面显著。

公司选择适用实务简便方法，即如果公司在合同中履行其义务与客户付款之间的时间为一年或更短，则无需评估是否存在重大融资成分。

截至2026年8月31日，分配给未履行履约义务的总交易价格作为递延收入记录，金额为$63,972,130，将在合同期间内按直线法分摊，其中$9,719,618将在未来十二个月内确认。

可变对价

2005年12月，该公司开始为其在2005年12月之后注册的客户提供一项付款保证，根据该保证，如果从脐带血产品中提取的干细胞用于捐赠者或直系亲属的干细胞移植并未能成功植入，该公司同意向客户支付50,000美元，但需满足各种限制条件。2012年2月1日起，该公司将该50,000美元的付款保证提高至75,000美元，适用于所有新客户。2017年6月1日起，该公司将付款保证提高至100,000美元，适用于选择高级处理方法PrepaCyte CB的新客户。此外，根据Cryo-Cell CaresTM计划，如果脐带血产品用于髓系消融移植程序中的骨髓重建，该公司将向客户支付10,000美元以抵消个人费用。产品保证和Cryo-Cell Cares计划适用于在该结构下注册的客户，只要样本在该公司存储，该计划就一直有效。在加工和存储协议中，该公司提供有限的权利，这些权利在合同执行时自动提供给客户。该公司已确定付款保证代表应付给客户的可变对价。

根据公司至今的历史经验，公司确定付款保证在最可能金额方法下完全受到约束。因此，交易价格目前并未反映任何服务级别信用的预期。在每个报告期末，公司将更新与付款保证相关的预计交易价格，包括更新其对可变对价估计是否受到约束的评估，以真实反映报告期末的状况以及报告期间状况的变化。

交易价格的分配

由于公司的加工和存储协议包含多项履约义务，ASC 606要求根据每项履约义务所涉及的承诺服务的估计相对单独售价对交易价格进行分配。公司选择了一种调整的市场评估方法来估计加工服务和存储服务的单独售价，并得出结论认为，公布的列表价格是该市场中的客户愿意为这些商品或服务支付的价格。公司还考虑了所有客户在注册时均按当时的列表价格收费的事实，其中公司对加工和存储分别列明了列表价格。

获得合同的成本

公司对与获得客户合同相关的增量佣金以及为履行客户合同而产生的成本进行资本化，如果这些成本不在会计文献中其他主题的范围内，并且满足指定的标准。这些成本被递延在其他流动或长期资产中，并在公司通过将服务转移给客户来履行履约义务时，计入销售、一般及行政费用。这些资产将定期进行减值测试。作为一项实际操作便利措施，公司选择在发生这些增量获得年度合同的成本时将其作为费用确认，因为所确认资产的摊销期将为一年。

公司确定其推荐朋友计划（“RAF计划”）下的付款是获得合同的增量成本，因为它们为现有客户推荐新客户提供了激励，并被称为佣金。RAF计划下支付的金额（通过向客户发放信用额度或支票支付）超过向销售代表支付的典型佣金金额，按照ASC 606的规定，作为收入的抵减项进行记录。在截至2026年8月31日的三个月和九个月内，公司记录了7,277和20,896美元的佣金支付，作为收入的抵减项。在截至2026年8月31日的三个月和九个月内，公司记录了

8,867和27,350美元的佣金支付，作为收入的抵减项。在截至2026年8月31日的三个月和九个月内，公司资本化了额外的合同获取成本30,142和91,017美元，扣除摊销后。在截至2025年8月31日的三个月和九个月内，公司资本化了额外的合同获取成本27,702和88,543美元，扣除摊销费用后。

公共银行业务收入

公司将脐带血单元出售给国家骨髓捐献者计划（“NMDP”），NMDP将脐带血单元分发给位于美国和世界各地的移植中心。在货物发出时，控制权转移，此时公司确认收入。

特许经营和特许权使用费收入

特许经营和特许权使用费收入包括公司通过附属公司处理和储存脐带血干细胞样本所获得的特许权使用费收入，公司与附属公司有特许经营和特许权使用费协议。公司从样本的处理和储存中确认收入，并根据与被许可人的协议进行确认。公司将在附属公司完成相关处理和储存的同一期间确认特许权使用费收入。

产品收入

公司将在产品运送给客户时确认PrepaCyte CB产品线的销售收入。

e）

运输和搬运

公司选择应用实用方法，将商品控制权转移给客户后进行的运输和搬运活动作为履行成本进行核算。因此，公司发生的运输和搬运成本会作为费用计入销售成本。

收入的分解

利润表中反映的收入按产品和服务进行分解。

以下表格提供了来自客户合同的资产和负债信息：

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n	\n	\n	\n	\n	\n	\n	\n	\n
		2026年8月31日			2025年11月30日
合同资产（销售佣金）		$	909,108			$	855,142
应收账款		$	6,833,879			$	6,846,180
短期合同负债（递延收入）		$	9,719,618			$	9,730,318
长期合同负债（递延收入）		$	54,252,512			$	50,974,678

一般来说，公司要求客户在进行处理时支付处理和存储服务的费用。合同资产包括递延的合同获取成本，这些成本将与相关收入一起摊销。合同负债包括在合同履行前收到的付款，这些付款将在合同下确认相关收入时实现。应收账款包括来自已注册并进行脐带血干细胞处理和存储计划续约的客户的金额，以及来自许可特许经营商和分许可区域的应收款。公司在此期间未对合同资产计提资产减值损失。no在截至2026年8月31日的三个月和九个月内。。

以下表格显示了公司在截至2026年8月31日的九个月内合同资产和负债的变化：

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至 2025年12月1日的余额			增加额			减少额			截至 2026年8月31日的余额
合同资产（销售佣金）		$	855,142			$	91,017			$	(37,051	)		$	909,108
应收账款		$	6,846,180			$	27,966,402			$	(27,978,703	)		$	6,833,879
合同负债（递延收入）		$	60,704,996			$	24,372,558			$	(21,105,424	)		$	63,972,130

以下表格显示了公司在截至2025年8月31日的九个月内合同资产和负债的变化：

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至 2024年12月1日的余额			增加额			减少额			截至 2025年8月31日的余额
合同资产（销售佣金）		$	775,147			$	88,543			$	(32,232	)		$	831,458
应收账款		$	7,309,094			$	30,869,785			$	(31,345,499	)		$	6,833,380
合同负债（递延收入）		$	56,345,564			$	19,375,191			$	(16,136,504	)		$	59,584,251

应收账款

应收账款包括来自已注册并完成脐带血干细胞加工和储存项目的客户的无担保应收款，以及来自许可加盟商和分许可地区客户的应收款。应收账款应在30天内支付，并按扣除坏账准备后的净额列示。超过合同付款期限的应收账款视为逾期。公司通过考虑应收账款逾期的时间长度、公司以往的损失历史以及客户的支付能力来确定坏账准备。因此，如果公司客户的财务状况超出估计进一步恶化，公司可能需要增加坏账准备，这可能对收益产生负面影响。当应收账款无法收回时，公司会将其冲销，并且随后收到的此类应收款款项将计入坏账准备。

存货

公司与杜克大学（\"杜克\"）达成协议，接收、加工和储存脐带血单元用于公共脐带血银行（\"杜克服务\"）。截至2026年8月31日，公司库存约有6,000个脐带血单元。这些单元按成本或可变现净值的较低者计价。成本包括收集、运输、加工和储存单元的成本。杜克为其杜克服务收取的费用是按每年处理和储存36个血液单元的固定月费计算的。公司计算这些杜克服务的单位成本，并在一年内在杜克运送和储存的所有血液单元上资本化单位成本。如果公司在一年内运送和储存的血液单元少于36个，这些固定成本的一部分将被费用化并计入设施运营成本。某些收集相关成本，如收集人员成本和将公共银行单元从医院运送到干细胞实验室的运输成本，根据平均成本法分配给储存的单元。预计销售单元数量的变化可能对储存单元的估计可变现净值产生重大影响，这可能对存货价值产生重大影响。无法出售的脐带血单元相关成本在发生期间费用化，并计入附注中的运营报表的设施运营成本。公司对已加工和冷冻但最终可能无法分发的单元计提存货准备金（参见注释3）。

所得税

递延所得税资产和负债是根据现有资产和负债在财务报表中的账面价值与其各自税基之间的差异预计的未来税务后果而确认的。递延所得税资产和负债是使用预期将被收回或结算的既定税率进行计量的。当公司认为“很可能”无法实现所有未来所得税利益时，公司将记录一项估值准备金。当公司改变其对可实现的递延所得税资产金额的判断时，估值准备金将进行调整，并在作出该判断的期间对所得税费用产生相应的影响。公司递延所得税资产的最终实现取决于在税务属性到期前产生足够的应税收入。在评估是否需要估值准备金时，公司会预测未来的应税收入水平。该评估需要重大判断。公司会审查与近期亏损历史、公司运营的经济状况以及预测和预测相关的证据，以做出该判断。

公司仅在确定相关税务机关在审计后很可能会维持该税务立场时，才在财务报表中确认该税务立场的财务报表利益。对于符合“很可能”阈值的税务立场，财务报表中确认的金额是在最终与相关税务机关结算时有超过50%的可能性实现的最大利益。未确认的税务利益的增加或减少可能源于管理层基于后续信息或某些税务立场适用的诉讼时效可能届满而认为该立场无法维持的信念。

公司将在所得税费用中确认与不确定税务立场相关的利息和罚款。对于截至2026年8月31日止的九个月和2025年8月31日止的九个月，公司未就与不确定税务立场相关的利息或罚款计提任何准备金。

长期资产

公司评估其长期资产的可实现性，这要求在存在减值迹象（如需求减少或存在重大经济放缓）时，对用于运营的长期资产记录减值损失。将进行审查以确定资产的账面价值是否减值，这基于与未折现的预期未来现金流量的比较。如果该比较表明存在减值且账面价值超过公允价值，则将减值资产减记至公允价值，这通常通过以下方式计算：(i) 报价市场价或(ii) 使用折现率的折现预期未来现金流量。公司未就截至2026年8月31日止的三个月和九个月以及2025年8月31日止的三个月和九个月记录任何减值。

商誉

商誉代表了从Cord收购资产的购买价格超过所收购的有形和可辨认资产的估计公允价值的超额部分。报告单位的年度评估在9月1日进行，如果发生可能更可能降低资产公允价值低于其账面价值的事件或情况变化，也会在其他时间进行评估。公司首先进行定性评估以测试商誉是否减值，并得出报告单位的公允价值是否更可能低于其账面价值的结论。如果定性评估得出公允价值更可能不小于账面价值的结论，则不需要进行商誉减值测试。如果定性评估得出公允价值更可能小于账面价值的结论，则需要进行商誉减值测试。减值评估将报告单位的公允价值与其账面价值进行比较，如果公允价值超过其账面价值，则商誉未减值。如果账面价值超过公允价值，则将商誉的隐含公允价值与商誉的账面价值进行比较。如果隐含公允价值超过账面价值，则商誉未减值；否则，将按账面价值超过隐含公允价值的金额确认减值损失。

租赁

在租赁安排开始时，公司根据安排中出现的独特事实和情况来确定该安排是否或包含租赁。租赁期限超过一年的租赁在资产负债表上确认为使用权（ROU）资产以及短期和长期租赁负债，视情况而定。公司没有融资租赁。

经营租赁负债及其相应的使用权资产在初始记录时基于租赁期内租赁付款的现值。租赁合同中隐含的利率通常不易确定。因此，公司使用其增量借款利率来折现租赁付款，该利率反映了公司认为其可以在抵押基础上借入相当于租赁付款金额的固定利率，以相同货币、相似期限和相似经济环境下的借款。

公司选择不在资产负债表上确认原始期限为一年或更短的租赁。公司通常仅在其租赁安排评估中包括初始租赁期限。除非有合理的确定性表明公司将续租，否则不包括续租选择权。

股票薪酬

截至2026年8月31日，该公司有三项基于股票的薪酬计划，这些计划在未审计合并财务报表的第7号注释中有描述：2006计划、2012计划和2022计划。2006计划和2012计划在任何奖励尚未到期的情况下将继续有效；但是，这两个计划不再允许授予任何新的奖励。2022计划于2022年4月8日生效，经董事会批准，并在2022年年度股东大会上获得股东批准。该公司分别确认了截至2026年8月31日和2025年8月31日的九个月内的股票薪酬费用为$315,967和$374,198。该公司分别确认了截至2026年8月31日和2025年8月31日的三个月内的股票期权薪酬费用为$92,514和$36,782。

该公司根据相关奖励的公允价值确认基于股票的薪酬。根据基于股票的薪酬会计规则的公允价值确认指南，基于股票的薪酬费用在授予日根据奖励的公允价值进行估算，并在奖励的必要服务期内确认为费用。基于服务的归属条件和基于绩效的归属条件的股票期权奖励的公允价值使用Black-Scholes估值模型确定。对于仅具有基于服务的归属条件和分阶段归属特征的股票期权奖励，公司根据分阶段归属方法确认股票薪酬费用。对于具有基于市场的归属条件的奖励，公司使用二叉树估值模型进行估值。公司根据二叉树估值模型计算的派生服务期，以分阶段归属方式确认具有基于市场的归属条件的奖励的薪酬成本。

使用这些估值模型涉及一些需要判断且在确定薪酬费用时高度敏感的假设，包括期权的预期寿命、股票价格波动率、无风险利率、股息收益率、行权价格和注销率。在估值时估计注销率，并在归属期内按比例减少费用。

对最终会归属的股票奖励的估算需要判断，如果实际结果或更新的估计与当前估计不同，这些金额将在其被确认的期间作为累计调整进行记录。公司在估算注销率时考虑了许多因素，包括受让人群体和历史经验。实际结果和未来估计的变化可能与当前估计有较大差异。

该公司授予基于绩效的股权奖励，这些奖励在达成某些财务绩效目标（包括收入和盈利目标）后才会归属。根据预期达成这些目标的情况确定应费用化的金额需要判断，包括预测未来财务结果。根据达成所需绩效目标的可能性，定期修订费用确认的时间估计，并根据需要进行调整。任何修订的累计影响都会反映在变更当期。如果未达成财务绩效目标，奖励不会归属，因此不会确认任何补偿成本，之前确认的基于股票的补偿费用将被冲销。

该公司授予具有基于市场归属条件的股权奖励，这些奖励在达成某些股价目标后才会归属。如果在衍生服务期完成前奖励被放弃，已确认的补偿将被冲销。如果在衍生服务期完成后的奖励被放弃，即使奖励从未归属，也不会冲销补偿成本。

金融工具的公允价值

管理层使用公允价值层级，该层级将报价在活跃市场中的价格作为最高优先级。金融工具的公允价值根据可用的市场交易信息进行估算。如果没有公布该工具或其他资产的市场价值，管理层会使用可观察的市场数据来得出公允价值的估计。管理层认为，现金及现金等价物、应收账款、应付账款和应计费用的账面金额接近公允价值，因为这些工具的期限较短。由于每份收入分成协议（\"RSA\"）的各种条款和条件，公司认为其在资产负债表上记录的RSA负债的公允价值介于记录的账面价值和公司之前的和解经验之间。

该公司使用一项会计准则，该准则将公允价值定义为退出价格，即在计量日，在市场参与者之间的有序交易中出售资产所获得的金额或转移负债所支付的金额。因此，公允价值是一种基于市场的计量，应根据市场参与者在定价资产或负债时会使用的假设来确定。作为考虑这些假设的基础，该准则建立了一个三层公允价值层级，该层级对用于计量公允价值的输入进行优先排序。用于计量公允价值的三层输入如下：

第1级\t在活跃市场中相同资产或负债的报价。

第2级\t除第1级包含的报价外的可观察输入，例如在活跃市场中类似资产和负债的报价；在不活跃市场中相同或类似资产和负债的报价；或可观察或可通过可观察市场数据验证的其他输入。

第三级\t与公允价值相关但市场活动很少或没有，且对资产或负债的公允价值具有重要意义的输入值。这包括某些定价模型、折现现金流方法和类似技术，这些技术使用了重要的不可观察输入值。

下表总结了截至2026年8月31日和2025年11月30日分别按公允价值持续计量的金融资产和负债，按公允价值层级中的适当层级分类：

公允价值

2026年8月31日的公允价值计量使用

描述

2026年8月31日

第一级

第二级

第三级

资产：

流通证券

2,803,292

—

总计

2,803,292

—

公允价值

2025年11月30日的公允价值计量使用

描述

2025年11月30日

第一级

第二级

第三级

资产：

流通证券

2,977,013

—

总计

2,977,013

—

以下是对这些项目的估值技术的描述，以及根据公允价值层级对这些项目的总体分类：

流通证券 - 公允价值可确定的权益证券按公允价值计量，公允价值变动通过净收入确认。截至2026年8月31日的三个月和九个月内，分别有$69,755和($98,684)的未实现持有收益和损失记录在附带的合并损益表的其他收入和费用中。截至2025年8月31日的三个月和九个月内，分别有($193,886)和($604,619)的未实现持有损失记录在附带的合并损益表的其他收入和费用中，分别。

产品保修和Cryo-Cell CaresTM计划

2005年12月，公司开始为2005年12月之后注册的客户提供一项付款保修，根据该保修，如果从捐赠者或直系亲属处提取的脐带血产品用于干细胞移植但未能植入，公司同意向客户支付$50,000，但需满足各种限制条件。2012年2月1日起，公司将其$50,000的付款保修提高至$75,000，适用于所有新客户。2017年6月1日起，公司将其付款保修提高至$100,000，适用于选择高级处理方法PrepaCyte CB的所有新客户。只要样本由公司保存，该产品保修就适用于按照此结构注册的客户。公司尚未在保修计划下收到任何索赔，也未因这些保修产生相关费用。

如上所述，公司已确定付款保证代表支付给客户的可变对价。根据ASC 606，公司已得出结论，付款保证在最可能金额方法下应完全受约束；因此，交易价格不反映截至2026年8月31日和2025年11月30日对服务级别抵免的任何预期。在每个报告期结束时，公司应更新与付款保证相关的预计交易价格，包括更新其对可变对价估计是否受约束的评估，以忠实反映报告期结束时的情况以及报告期间的情况变化。

最近发布的会计规定

2023年9月，FASB发布了ASU 2023-09《改进所得税披露》。该ASU增强了Topic 740（\"所得税\"）下的所得税披露要求。本次更新的关键条款包括与所得税费用、未确认税务利益以及税率变化对财务报表的影响相关的额外披露。公司正在评估ASU 2023-09对其财务报表披露的影响。该指南适用于2024年12月15日之后开始的财年。尽管公司尚未确定其对财务报告的全部影响，但正在评估如何实施所需的增强披露。这包括有关税率调节、税务负债和未确认税务利益变化的更详细信息。

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03, Income Statement—Reporting Comprehensive Income (Subtopic 220-40): Disaggregation of Income Statement Expenses, which enhances the disclosure requirements for income statement expenses by requiring additional disaggregation of certain expense categories in the notes to the financial statements. In January 2025, the FASB issued ASU No. 2025-01, which clarified the effective dates related to this guidance. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements and related disclosures. The Company does not expect the adoption of this ASU to have a material impact on its financial position or results of operations, but it may result in expanded disclosures within the notes to the consolidated financial statements.

Note 2 – Segment Reporting

The Company is organized in three reportable segments:

The cellular processing and cryogenic storage of umbilical cord blood and cord tissue stem cells for family use. Revenue is generated from the initial processing and testing fees and the annual storage fees charged each year for storage (the “Umbilical cord blood and cord tissue stem cell service”).

The manufacture of PrepaCyte® CB units, the processing technology used to process umbilical cord blood stem cells. Revenue is generated from the sales of the PrepaCyte® CB units (the “PrepaCyte®-CB”).

The cellular processing and cryogenic storage of umbilical cord blood stem cells for public use. Revenue is generated from the sale of the cord blood units to the National Marrow Donor Program (“NMDP”), which distributes the cord blood units to transplant centers located in the United States, and around the world.

The Company’s chief operating decision makers (“CODM”) are its co-CEOs, who review financial information for the purposes of making operating decisions, assessing financial performance and allocating resources.

The CODM uses net income as reported on the consolidated statements of operations to assess segment performance and determine how to allocate resources. Total assets as presented on the consolidated balance sheets are used to measure segment assets. The CODM reviews significant expense categories that materially align with those presented in the consolidated statements of operations.

The following table shows, by segment: net revenue, cost of sales, depreciation and amortization, operating profit, and interest expense for the three and nine months ended August 31, 2026 and 2025:

\n	\n	\n	\n	\n	\n	\n	\n	\n
		For the three months ended August 31,
		2026			2025
Net revenue:
Umbilical cord blood and cord tissue stem cell service		$	7,650,234			$	7,820,877
PrepaCyte CB			38,922				436
Public cord blood banking			135,000				4,119
Total net revenue		$	7,824,156			$	7,825,432
Cost of sales:
Umbilical cord blood and cord tissue stem cell service		$	1,434,684			$	1,666,952
PrepaCyte CB			18,848				2,295
Public cord blood banking			159,681				132,172
Total cost of sales		$	1,613,213			$	1,801,419
Operating profit:
Umbilical cord blood and cord tissue stem cell service		$	2,198,587			$	2,032,929
PrepaCyte CB			19,825				(4,340	)
Public cord blood banking			(24,681	)			(128,053	)
Total operating profit		$	2,193,731			$	1,900,536
Depreciation and amortization:
Umbilical cord blood and cord tissue stem cell service		$	184,230			$	183,212
PrepaCyte CB			249				2,481
Public cord blood banking			—				—
Total depreciation and amortization		$	184,479			$	185,693
Interest expense:
Umbilical cord blood and cord tissue stem cell service		$	438,305			$	538,219
PrepaCyte CB			—				—
Public cord blood banking			—				—
Total interest expense		$	438,305			$	538,219

		For the nine months ended August 31,
		2026			2025
Net revenue:
Umbilical cord blood and cord tissue stem cell service		$	23,008,793			$	23,558,484
PrepaCyte CB			91,698				35,785
Public cord blood banking			182,895				128,886
Total net revenue		$	23,283,386			$	23,723,155
Cost of sales:
Umbilical cord blood and cord tissue stem cell service		$	4,533,144			$	5,020,695
PrepaCyte CB			36,818				13,537
Public cord blood banking			376,402				608,314
Total cost of sales		$	4,946,364			$	5,642,546
Operating profit:
Umbilical cord blood and cord tissue stem cell service		$	4,295,579			$	4,922,731
PrepaCyte CB			54,134				5,878
Public cord blood banking			(193,507	)			(479,428	)
Total operating profit		$	4,156,206			$	4,449,181
Depreciation and amortization:
Umbilical cord blood and cord tissue stem cell service		$	551,949			$	551,278
PrepaCyte CB			746				16,370
Public cord blood banking			—				—
Total depreciation and amortization		$	552,695			$	567,648
Interest expense:
Umbilical cord blood and cord tissue stem cell service		$	1,342,931			$	1,584,307
PrepaCyte CB			—				—
Public cord blood banking			—				—
Total interest expense		$	1,342,931			$	1,584,307

The following table shows the assets by segment as of August 31, 2026 and November 30, 2025:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n	\n	\n	\n	\n	\n	\n	\n	\n
		As of			As of
		August 31, 2026			November 30, 2025
Assets:
Umbilical cord blood and cord tissue stem cell service		$	61,402,075			$	60,788,322
PrepaCyte CB			87,714				135,379
Public cord blood banking			812,910				804,813
Total assets		$	62,302,699			$	61,728,514

Note 3 – Inventory

Inventory is comprised of public cord blood banking specimens, collection kits, finished goods, work-in-process and raw materials. Collection kits are used in the collection and processing of umbilical cord blood and cord tissue stem cells, finished goods include products purchased or assumed for resale and for the use in the Company’s processing and storage service. Inventory in the Public Cord Blood Bank includes finished goods that are specimens that are available for resale. The Company considers Public Cord Blood inventory in the Public Cord Blood Bank that has not completed all testing to determine viability to be work in process. Due to changes in sales trends and estimated recoverability of cost capitalized into inventory, an impairment charge of $4,358,834 was recognized during the fourth quarter of fiscal 2025 to reduce inventory to net realizable value.

The components of inventory at August 31, 2026 and November 30, 2025 are as follows:

\n	\n	\n	\n	\n	\n	\n	\n	\n
		As of August 31, 2026			As of November 30, 2025
Raw materials		$	—			$	—
Work-in-process			424,115				229,698
Work-in-process – Public Bank			—				—
Finished goods			62,175				131,777
Finished goods – Public Bank			722,913				803,274
Collection kits			32,072				27,763
Inventory reserve			(7,718	)			(7,718	)
Total inventory		$	1,233,557			$	1,184,794

Note 4 – Intangible Assets

The Company incurs certain legal and related costs in connection with patent and trademark applications. If a future economic benefit is anticipated from the resulting patent or trademark or an alternate future use is available to the Company, such costs are capitalized and amortized over the expected life of the patent or trademark. The Company’s assessment of future economic benefit involves considerable management judgment. A different conclusion could result in the reduction of the carrying value of these assets.

Intangible assets were as follows as of August 31, 2026 and November 30, 2025:

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		Useful lives		August 31, 2026			November 30, 2025
Patents		10-20 years		$	697,744			$	697,744
Less: Intangible asset impairment					(377,810	)			(377,810	)
Less: Accumulated amortization					(192,400	)			(183,682	)
License agreement		10 years			474,000				474,000
Less: Intangible asset impairment					(185,000	)			(185,000	)
Less: Accumulated amortization					(285,967	)			(285,818	)
Customer relationships – PrepaCyte®CB		15 years			41,000				41,000
Less: Intangible asset impairment					(26,267	)			(26,267	)
Less: Accumulated amortization					(11,689	)			(11,093	)
Brand		1 year			31,000				31,000
Less: Accumulated amortization					(31,000	)			(31,000	)
Customer relationships – Cord:Use		30 years			960,000				960,000
Less: Accumulated amortization					(264,000	)			(240,000	)
Net Intangible Assets				$	829,611			$	863,074

Amortization expense of intangibles was approximately $11,000 and $13,000 for the three months ended August 31, 2026 and August 31, 2025, respectively. Amortization expense of intangibles was approximately $33,000 and $47,000 for the nine months ended August 31, 2026 and August 31, 2025.

Note 5 – Notes Payable

On July 18, 2022, Cryo-Cell International, Inc. (the “Company”) entered into a Credit Agreement (the “Credit Agreement”) with Susser Bank, a Texas state bank (“Susser”), as administrative agent on behalf of itself and the other lenders (collectively, the “Lenders”). The Credit Agreement provides for (i) an unsecured revolving line of credit with an aggregate commitment of up to $10,000,000 (the “RCF”) and (ii) a term loan facility in an original principal amount of $8,960,000 (the “Term Loan,” and together with the RCF, the “Loans”). In connection with the Credit Agreement, the Company executed a Revolving Credit Note in favor of Susser in the principal amount of $10,000,000 (the “RCF Note”) and a Term Note in favor of Susser in the principal amount of $8,960,000 (the “Term Note,” and together with the RCF Note, the “Notes”).

The Loans bear interest, at the Company’s option, at either (a) a base rate equal to the highest of (i) the U.S. Prime Rate as published by The Wall Street Journal, (ii) the federal funds rate plus 0.50%, or (iii) the Monthly SOFR rate plus 1.00%, subject in each case to a floor of 5.50%, plus an applicable margin, or (b) the Monthly SOFR rate plus an applicable margin, subject to a floor of 4.50%. Prior to the Fifth Amendment (defined below), the applicable margins were 4.25% for Base Rate loans and 3.25% for Monthly SOFR loans. The Company is also required to pay a commitment fee on the unused portion of the RCF.

The RCF originally matured on July 18, 2025, and the Term Note was scheduled to mature on July 18, 2032. On July 15, 2025, Susser extended the RCF maturity date to October 18, 2025.

On October 18, 2025, the Company and Susser entered into a Fifth Amendment to the Credit Agreement (the “Fifth Amendment”). Pursuant to the Fifth Amendment, (i) the RCF maturity date was extended to October 18, 2027, (ii) the Term Note maturity date was extended to July 29, 2032, (iii) the revolving credit commitment was reduced to $8,000,000, and (iv) the applicable margins were revised as follows: 4.25% for Base Rate term loans, 3.75% for Base Rate revolving loans, 3.25% for Monthly SOFR term loans, and 2.75% for Monthly SOFR revolving loans. The commitment fee was revised to 0.25% per annum. In addition, the Company’s wholly owned subsidiary, Celle Corp., became a guarantor under the Credit Agreement and entered into a Security Agreement for the benefit of the Lenders.

For the three months ended August 31, 2026 and August 31, 2025, the Company incurred interest expense of $147,587 and $244,006, respectively, which is reflected in interest expense on the accompanying consolidated statements of income. As of the nine months ended August 31, 2026 and August 31, 2025, the Company incurred interest expense of $483,756 and $706,161, respectively, which is reflected in interest expense on the accompanying consolidated statements of income. The interest rates for the RCF and Term Note as of August 31, 2026 were 0% and 6.89%, respectively. The interest rates for the RCF and Term Note as of August 31, 2025 were 7.50% and 7.60%, respectively.

The average outstanding balance during the nine months ended August 31, 2026 for the revolving line of credit was $812,409. The average outstanding balance during the twelve months ended November 30, 2025 for the revolving line of credit was $3,360,822. The revolving line of credit balance as of August 31, 2026 and November 30, 2025 was $0 and $2,300,000, respectively, and is reflected on the accompanying consolidated balance sheet.

The Company incurred debt issuance costs related to the term loan in the amount of $196,501 which is recorded as a direct reduction of the carrying amount of the note payable and amortized over the life of the loan. As of the three months ended August 31, 2026 and August 31, 2025, $5,081 and $5,192, respectively, of the debt issuance costs were amortized and are reflected in interest expense on the accompanying consolidated statements of income. As of the nine months ended August 31, 2026 and August 31, 2025, $15,326 and $15,657, respectively, of the debt issuance costs were amortized and are reflected in interest expense on the accompanying consolidated statements of income.

The Credit Agreement contains customary affirmative and negative covenants, including requirements that the Company maintain (i) a leverage ratio of no more than 3.50 to 1.00 and (ii) a debt service coverage ratio of not less than 1.25 to 1.00, each determined as of the last day of each fiscal quarter for the four-fiscal-quarter period then ended.

As of August 31, 2026 and November 30, 2025, the note payable obligation was as follows:

\n	\n	\n	\n	\n	\n	\n	\n	\n
		August 31, 2026			November 30, 2025
Note payable - Susser		$	8,351,608			$	8,481,125
Unamortized debt issuance costs - Susser			(112,019	)			(127,345	)
Net note payable		$	8,239,589			$	8,353,780
Current portion of note payable		$	199,184			$	183,650
Long-term note payable, net of debt issuance costs			8,040,405				8,170,130
Total		$	8,239,589			$	8,353,780

Future principal payments under the note obligation are as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n	\n	\n	\n	\n
Years ending August 31:		Amount
2027		$	199,184
2028			210,387
2029			223,851
2030			238,197
2031			253,460
Thereafter			7,226,529
Less: Unamortized debt issuance costs			(112,019	)
Total		$	8,239,589

Interest expense on the RCF and Term Note for the three and nine months ended August 31, 2026 and 2025 was as follows:

\n	\n	\n	\n	\n	\n	\n	\n	\n
		For the three months ended			For the nine months ended
		August 31, 2026			August 31, 2026
Interest expense on notes payable		$	147,587			$	483,756
Debt issuance costs			5,081				15,326
Total interest expense		$	152,668			$	499,082


		For the three months ended			For the nine months ended
		August 31, 2025			August 31, 2025
Interest expense on notes payable		$	244,006			$	706,161
Debt issuance costs			5,192				15,657
Total interest expense		$	249,198			$	721,818

Note 6 – Income per Common Share

The following table sets forth the calculation of basic and diluted net income per common share:

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		Three Months Ended			Nine Months Ended
		August 31, 2026			August 31, 2025			August 31, 2026			August 31, 2025
Numerator:
Net income		$	1,270,490			$	749,408			$	1,872,184			$	1,388,048
Denominator:
Weighted-average shares outstanding-basic			8,062,650				8,057,780				8,057,778				8,073,303
Dilutive common shares issuable upon exercise of stock options			2,492				15,874				142				53,311
Weighted-average shares-diluted			8,065,142				8,073,654				8,057,920				8,126,614
Income per share:
Basic		$	0.16			$	0.09			$	0.23			$	0.17
Diluted		$	0.16			$	0.09			$	0.23			$	0.17

For the three months ended August 31, 2026, the Company excluded the effect of 1,297,478 outstanding options from the computation of diluted earnings per share, as the effect of potentially dilutive shares from the outstanding stock options would be anti-dilutive. For the nine months ended August 31, 2026, the Company excluded the effect of 1,361,478 outstanding options from the computation of diluted earnings per share, as the effect of potentially dilutive shares from the outstanding stock options would be anti-dilutive.

For the three months ended August 31, 2025, the Company excluded the effect of 823,278 outstanding options from the computation of diluted earnings per share, as the effect of potentially dilutive shares from the outstanding stock options would be anti-dilutive. For the nine months ended August 31, 2025, the Company excluded the effect of 784,678 outstanding options from the computation of diluted earnings per share, as the effect of potentially dilutive shares from the outstanding stock options would be anti-dilutive.

Note 7 – Stockholders’ Equity

Employee Stock Incentive Plan

The Company maintains the 2006 Stock Incentive Plan (the “2006 Plan”) under which it has reserved 1,000,000 shares of the Company’s common stock for issuance pursuant to stock options, restricted stock, stock-appreciation rights (commonly referred to as “SARs”) and stock awards (i.e., performance options to purchase shares and performance units). As of August 31, 2026, and November 30, 2025, there were 0 and 7,500 options issued, but not yet exercised, under the 2006 Plan, respectively. As of August 31, 2026, there were no shares available for future issuance under the 2006 Plan. The 2006 Plan will remain in effect as long as any awards under it are outstanding; however, no further awards may be granted under the plan.

The Company maintains the 2012 Equity Incentive Plan (the “2012 Plan”) which became effective December 1, 2011 as approved by the Board of Directors and approved by the stockholders at the 2012 Annual Meeting on July 10, 2012. The 2012 Plan originally reserved 1,500,000 shares of the Company’s common stock for issuance pursuant to stock options, restricted stock, SARs, and other stock awards (i.e., performance shares and performance units). In May 2012, the Board of Directors approved an amendment to the 2012 Plan to increase the number of shares of the Company’s common stock reserved for issuance to 2,500,000 shares. In October 2019, the Board of Directors approved amendments to the plan, subject to ratification by the stockholders, which occurred at the Company’s 2019 Annual Meeting of Stockholders on November 21, 2019. As of August 31, 2026, there were 188,578 service-based options issued, 129,729 service-based restricted common shares granted, 530,851 performance-based and 116,218 market-based restricted common shares granted under the 2012 Plan. As of November 30, 2025, there were 188,578 service-based options issued, 129,729 service-based restricted common shares granted, 530,851 performance-based and 116,218 market-based restricted common shares granted under the 2012 Plan. The 2012 Plan will remain in effect as long as any awards under it are outstanding; however, no further awards may be granted under the plan. As of August 31, 2026, there were no shares available for future issuance under the 2012 Plan.

On April 8, 2022, the Board of Directors of the Company adopted the 2022 Equity Incentive Plan (the “2022 Plan”) to provide incentive compensation to the Company’s employees, independent directors and independent contractors. The plan was approved by the Company's stockholders on October 3, 2022 at the Company’s 2022 Annual Meeting. The 2022 Plan reserves 1,500,000 shares of the Company’s common stock for issuance pursuant to stock options, restricted stock, SARs, and other stock awards (i.e., performance shares and performance units). As of August 31, 2026, there were 471,655 service-based options issued and 715,000 market-based restricted options granted. As of November 30, 2025, there were 358,900 service-based options issued and 475,000 market-based restricted options granted. As of August 31, 2026, there were 258,345 shares available for future issuance under the 2022 Plan.

Service-based vesting condition options

The fair value of each option award is estimated on the date of the grant using the Black-Scholes valuation model that uses the assumptions noted in the following table. Expected volatility is based on the historical volatility of the Company’s stock over the most recent period commensurate with the expected life of the Company’s stock options. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The expected term of options granted to employees is based upon historical exercise data. Expected dividends are based on the historical trend of the Company not issuing dividends.

There were 0 and 112,755 options granted during the three and nine months ended August 31, 2026, respectively.

There were 0 and 103,000 options granted during the three and nine months ended August 31, 2025, respectively.

Variables used to determine the fair value of the options granted for the three and nine months ended August 31, 2026 and 2025, respectively, are as follows:

\n	\n	\n	\n	\n	\n	\n	\n	\n
		Three months ended		Nine months ended
		August 31,		August 31,		August 31,		August 31,
		2026		2025		2026		2025
Weighted average values:
Expected dividends		0%		0%		6.50%		6.50%
Expected volatility		—		—		62.72%		64.25%
Risk free interest rate		—		—		3.76%		4.40%
Expected life		—		—		5.2 years		5.0 years

Stock option activity for options with only service-based vesting conditions for the nine months ended August 31, 2026, was as follows:

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
					Weighted			Weighted Average Remaining
					Average			Contractual			Aggregate
		Options			Exercise Price			Term (Years)			Intrinsic Value
Outstanding at November 30, 2025			554,978			$	6.87			3.56			$	9,000
Granted			112,755				3.76							49,106
Exercised			(7,500	)			3.10							3,900
Expired/forfeited			—				—							—
Outstanding at August 31, 2026			660,233			$	6.38				3.15			$	49,106
Exercisable at August 31, 2026			507,708			$	6.71				2.94			$	12,928

The weighted average grant date fair value of options granted during the nine months ended August 31, 2026 and August 31, 2025 was $1.19 and $2.58, respectively.

The aggregate intrinsic value represents the total value of the difference between the Company’s closing stock price on the last trading day of the period and the exercise price of the options, multiplied by the number of in-the-money stock options that would have been received by the option holders had all option holders exercised their options on either August 31, 2026 or November 30, 2025 as applicable. The intrinsic value of the Company’s stock options changes based on the closing price of the Company’s stock.

During the three and nine months ended August 31, 2026, the Company issued 0 and 7,500 common shares, respectively, to option holders who exercised options for $0 and $23,250, respectively.

During the three and nine months ended August 31, 2025, the Company issued 7,500 and 7,500 common shares, respectively, to option holders who exercised options for $23,101 and $23,101, respectively.

Significant option groups outstanding and exercisable at August 31, 2026 and related price and contractual life information are as follows:

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		Outstanding			Exercisable
					Weighted Average
					Remaining			Weighted						Weighted
Range of Exercise Prices		Outstanding			Contractual Life (Years)			Average Exercise Price			Outstanding			Average Exercise Price
$3.01 to $4.00			112,755				4.64			$	3.76				32,996			$	3.81
$4.01 to $5.00			124,200				2.51			$	4.70				120,116			$	4.71
$5.01 to $6.00			38,600				3.92			$	5.86				29,264			$	5.86
$6.01 to $7.00			86,933				2.79			$	6.47				61,928			$	6.48
$7.01 to $8.00			177,645				2.74			$	7.52				168,309			$	7.52
$8.01 to $9.00			75,000				3.39			$	8.09				49,995			$	8.09
$9.01 to $10.00			29,000				1.51			$	9.37				29,000			$	9.37
$12.01 to $13.00			16,100				4.17			$	12.54				16,100			$	12.54
			660,233				3.15			$	6.38				507,708			$	6.71

A summary of the status of the Company’s non-vested options as of August 31, 2026, and changes during the nine months ended August 31, 2026, is presented below:

\n	\n	\n	\n	\n	\n	\n	\n	\n
					Weighted Average
					Grant-Date
		Options			Fair Value
Non-vested at November 30, 2025			128,147			$	2.60
Granted			112,755				1.19
Vested			(88,377	)			1.90
Forfeited			—				—
Non-vested at August 31, 2026			152,525			$	1.97

As of August 31, 2026, there was approximately $149,000 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the 2012 Plan and the 2022 Plan. The cost is expected to be recognized over a weighted-average period of 1.14 years as of August 31, 2026. The total fair value of shares vested during the nine months ended August 31, 2026 was approximately $168,000.

Performance and market-based vesting condition options

On April 8, 2022, the Company granted 400,000 market-based vesting condition options to David Portnoy, Mark Portnoy, and Oleg Mikulinsky in the amounts of 280,000, 100,000, and 20,000, respectively. For market-based vesting condition options, accounting principles do not require that the market condition be met in order for the compensation cost to be recognized. Fair value of these options has been determined using a Monte Carlo valuation approach and is being recognized over the requisite service period, regardless if the market condition will be met. The exercise price of the options is $12.27 and the calculated grant date fair value of the options is $2.79. These stock options vest immediately when the price of the Company's stock reaches $25.00 per share during the seven-year option term. The grant of these options was approved by the Company's stockholders on October 3, 2022 at the Company’s 2022 Annual Meeting. For the three and nine months ended August 31, 2026, the Company recognized approximately $0 and $0, respectively, in compensation cost and is reflected as selling, general and administrative expense in the accompanying consolidated statement of income. For the three and nine months ended August 31, 2025, the Company recognized approximately $0 and $80,000, respectively, in compensation cost and is reflected as selling, general and administrative expense in the accompanying consolidated statement of income. As of August 31, 2026, there was approximately $0 of unrecognized compensation cost to be recognized.

On December 23, 2022, the Company entered into new two-year employment agreements (the \"Agreements\"), effective December 1, 2022, with David Portnoy and Mark Portnoy. Under the Agreements, the initial term is automatically extended for successive additional one-year periods unless, at least 60 days prior to the end of the then-current term, either party notifies the other in writing of its intent not to renew the agreement. Per the Agreements, David Portnoy and Mark Portnoy were awarded a signing bonus of a 5-year option to acquire 50,000 and 25,000 shares, respectively, of the Company's common stock, exercisable only if the Company's stock has a closing price at least once during the life of the option above $8.00. These options are considered to be market-based vesting condition options and accounting principles do not require the market condition to be met in order for the compensation cost to be recognized. Fair value of these options has been determined using a Monte Carlo valuation approach and is being recognized over the requisite service period, regardless if the market condition will be met. The exercise price of the options is $4.30 and the calculated grant date fair value of the options is $1.76. These stock options vest immediately when the price of the Company's stock reaches $8.00 per share during the five-year option term. The price of the Company's stock reached above $8.00 on March 26, 2024. As a result, the stock options vested immediately and the remaining compensation cost was recognized. As of the three and nine months ended August 31, 2026, the Company recognized approximately $0 and $0, respectively, in compensation cost and is reflected as selling, general and administrative expense in the accompanying consolidated statement of income. As of the three and nine months ended August 31, 2025, the Company recognized approximately $0 and $0, respectively, in compensation cost and is reflected as selling, general and administrative expense in the accompanying consolidated statement of income. As of August 31, 2026, there was approximately $0 of unrecognized compensation cost to be recognized.

On January 7, 2026, the Company granted 240,000 market-based vesting condition options to David Portnoy, Mark Portnoy, Jill Taymans, and Oleg Mikulinsky in the amounts of 150,000, 50,000, 20,000 and 20,000, respectively. For market-based vesting condition options, accounting principles do not require that the market condition be met in order for the compensation cost to be recognized. Fair value of these options has been determined using a Monte Carlo valuation approach and is being recognized over the requisite service period, regardless if the market condition will be met. The options are divided into three equal tranches, each subject to both time-based vesting and stock-price performance conditions. The first tranche vests after the first anniversary of the grant date and upon the Company's common stock achieving an average closing price of at least $6 per share over 20 consecutive trading days. The second tranche vests after the second anniversary and upon achieving an average closing price of at least $8 per share over 20 consecutive trading days. The third tranche vests after the third anniversary and upon achieving an average closing price of at least $10

per share over 20 consecutive trading days, in each case subject to the reporting person's continued service to the Company. The exercise price of the options for David Portnoy and Mark Portnoy is $3.89. The exercise price of the options for Jill Taymans and Oleg Mikulinsky is $3.54. The calculated grant date fair value of the options for David Portnoy and Mark Portnoy’s three tranches are $1.79, $1.82 and $1.84, respectively. The calculated grant date fair value of the options for Jill Taymans and Oleg Mikulinsky’s three tranches are $1.74, $1.84, and $1.88, respectively. As of August 31, 2026 and August 31, 2025, the Company recognized approximately $92,000 and $0, respectively, in compensation cost and is reflected as selling, general and administrative expense in the accompanying consolidated statement of income. As of August 31, 2026 and November 30, 2025, there was approximately $344,000 and $0, respectively, of unrecognized compensation cost to be recognized over the remaining service period of 2.36 years.

Dividend

On January 24, 2025, the Board of Directors of the Company declared a cash dividend of $0.25 per share of common stock that was paid to its stockholders of record as of the close of business on February 14, 2025. The dividend was paid on February 28, 2025.

On May 7, 2025, the Board of Directors of the Company declared a cash dividend of $0.15 per share of common stock that was paid to its stockholders of record as of the close of business on May 21, 2025. The dividend was paid on May 30, 2025.

Note 8 – License Agreements

The Company has definitive license agreements to market the Company’s umbilical cord blood stem cell programs in Costa Rica, El Salvador, Guatemala, Honduras, Nicaragua and Panama (“affiliates”). Under the marketing agreements, the Company earns processing and storage revenues from affiliates that store specimens in the Company's facility.

Note 9 – Commitments and Contingencies

Employment Agreements

The Company has employment agreements in place for certain members of management. These employment agreements are for periods ranging from one to two years and contain certain provisions for severance payments in the event of certain events, including termination or change of control.

Legal Proceedings

On October 4, 2024, the Company filed a demand for arbitration (the “Arbitration Demand”) against Duke University with the American Arbitration Association alleging that Duke fraudulently induced the Company to enter its Patent and Technology License Agreement with Duke and that Duke breached the agreement on various occasions. The Arbitration Demand includes five counts against Duke, as follows: Count I – Breach of the Duke License Agreement; Count II – Breach of the Implied Contractual Covenant of Good Faith and Fair Dealing; Count III – Fraudulent Inducement to Enter the Duke License Agreement; Count IV – Violation of North Carolina’s Unfair Trade Practices Act; and Count V – Unjust Enrichment. In connection therewith, the Company has requested an award in the Company’s favor and against Duke for damages in an amount to be proved at a final hearing, interest, attorneys’ fees, and arbitration fees and costs, along with all other relief to which the Company is entitled at law or in equity. On November 18, 2024, Duke responded to the Arbitration Demand and asserted counterclaims against the Company which Duke amended on March 24, 2025, for breach of the License Agreement and indemnity, seeking unspecified damages and related relief. On December 12, 2024, the Company filed an answering statement in response to Duke’s counterclaims. The Company has received from Duke a notice of termination of the License Agreement as of May 17, 2025. The Company believes Duke’s counterclaims are without merit and intends to contest them vigorously. A final hearing on the Company’s claims and Duke’s counterclaims was concluded in late July 2026. The Company anticipates a final ruling by the end of calendar year 2026. The Company believes that the resolution of the Duke counterclaims should not have a material adverse effect on the Company’s business, consolidated financial position or results of operations. It is possible, however, that there could be an unfavorable outcome or resolution of the claims asserted (inclusive of the claims the Company asserts against Duke and the counterclaims Duke asserts against the Company), which could negatively and materially impact the Company’s business, consolidated financial position and results of operations. Litigation is inherently uncertain and there can be no assurance that the Company will prevail. As discussed further in Note 12, it is unlikely that the Company will be able to commercialize the rights licensed under the Duke License Agreement, treat patients using the rights and technologies licensed from Duke, spinoff Celle Corp. or otherwise obtain the benefits of the Duke License Agreement. Nor can there be any assurances the Company will open the Cryo-Cell Institute for Cellular Therapies. The Company does not include an estimate of legal fees and other related defense costs in its estimate of loss contingencies. See “Note 12” for additional information regarding Duke.

In addition to the above, from time to time, the Company is subject to proceedings, lawsuits, contract disputes and other claims in the normal course of its business.

Note 10 – Share Repurchase Plan

In December 2011, the Company’s Board of Directors authorized management at its discretion to repurchase up to one million (1,000,000) shares of the Company's outstanding common stock. On June 6, 2012, the Board of Directors of the Company increased the number of shares of the Company’s outstanding common stock that management is authorized to repurchase to up to three million (3,000,000). On April 8, 2015, the Board of Directors of the Company increased the number of shares of the Company’s outstanding common stock that management is authorized to repurchase to up to six million (6,000,000) shares. On October 6, 2016, the Board of Directors of the Company increased the number of shares of the Company’s outstanding common stock that management is authorized to repurchase to up to eight million (8,000,000) shares. The repurchases must be effectuated through open market purchases, privately negotiated block trades, unsolicited negotiated transactions, and/or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission or in such other manner as will comply with the provisions of the Securities Exchange Act of 1934.

As of August 31, 2026, the Company had repurchased an aggregate of 6,821,969 shares of the Company’s common stock at an average price of $3.67 per share through open market and privately negotiated transactions under the Company’s share repurchase plan. The Company purchased no shares during the nine months ended August 31, 2026 and the Company purchased 34,509 (at an average price of $4.91 per share) of the Company’s common stock during the nine months ended August 31, 2025.

The repurchased shares will be held as treasury stock at cost and have been removed from common shares outstanding as of August 31, 2026 and November 30, 2025. As of August 31, 2026 and November 30, 2025, 6,821,969 and 6,821,969 shares, respectively, were held as treasury stock.

Note 11 – Leases

The following table presents the right-of-use asset and short-term and long-term lease liabilities amounts recorded on the consolidated balance sheets as of August 31, 2026 and November 30, 2025:

\n	\n	\n	\n	\n	\n	\n	\n	\n
		August 31, 2026			November 30, 2025
Assets
Operating lease right-of-use asset		$	529,033			$	819,626
Liabilities
Current portion of operating lease liabilities		$	426,861			$	430,221
Operating lease long-term liabilities			150,342				474,628
Total lease liability		$	577,203			$	904,849

The maturity of the Company’s lease liabilities at August 31, 2026 were as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n	\n	\n	\n	\n
		Future Operating
Fiscal Year Ending August 31,		Lease Payments
2027			455,753
2028			152,700
Less: Imputed interest			(31,250	)
Present value of lease liabilities		$	577,203

The remaining lease term and discount rates are as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n	\n	\n	\n	\n	\n	\n
		August 31, 2026		November 30, 2025
Lease Term and Discount Rate
Remaining lease term (years)
Operating lease		1.33			2.03
Discount rate (percentage)
Operating lease		7.5%			7.5	%

Supplemental cash flow information related to leases is as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n	\n	\n	\n	\n	\n	\n	\n	\n
		Three months ended
		August 31, 2026			August 31, 2025
Operating cash outflows from operating leases		$	130,797			$	127,245

		Nine months ended
		August 31, 2026			August 31, 2025
Operating cash outflows from operating leases		$	395,312			$	380,502

Note 12 – License Agreement with Duke

As previously disclosed, the Company entered into a Patent and Technology License Agreement dated effective as of February 23, 2021 (as amended, the \"Duke License Agreement\") with Duke University (“Duke”), pursuant to which Duke granted to the Company an exclusive license to make, have made, use, import, offer for sale, sell and otherwise commercially exploit (with the right to sublicense) certain licensed products and to practice certain licensed processes, and the exclusive right to use certain regulatory data and technical information in connection with such licensed patent rights, in the treatment, prevention, cure, reduction, mitigation or other management of certain diseases in humans, except, with regard to certain patent rights, in certain excluded fields of use and in certain territories, subject to Duke’s reserved rights to practice the licensed rights for all research, public service, internal (including clinical) and/or educational purposes. The Duke License Agreement was amended pursuant to the First Amendment to License Agreement dated February 4, 2022 and the Second Amendment to License Agreement dated February 17, 2023.

Through the Duke License Agreement, the Company had anticipated, either directly or through its wholly-owned subsidiary, Celle Corp., exploring, testing, and administering treatments to patients for which there are limited U.S. Food and Drug Administration (“FDA”) approved therapies, including cerebral palsy and autism. These treatments were expected to utilize the unique immunomodulatory and potential regenerative properties derived from cord blood and cord tissue. Through the Duke License Agreement, the Company intended to develop three business units, namely: (1) its cord blood bank and other storage services (its historical business); (2) cord blood and cord tissue infusion clinic services initially under the FDA's Expanded Access Program and in conjunction with the undertaking of cord blood and cord tissue clinical trials to obtain biologics license application (“BLA”) approvals for new indications, and (3) biopharmaceutical manufacturing if BLA(s) were approved by the FDA. Additionally, to support such business expansion, the Company had anticipated opening and launching the Cryo-Cell Institute for Cellular Therapies, which it initially hoped to open as early as the fourth quarter of fiscal 2021, but no later than the first quarter of fiscal 2022 (and more recently reported as anticipated to open during the fourth quarter of fiscal 2024).

However, due to Duke’s conduct, the Company has not been able to make the progress it had hoped to make in expanding patient access to innovative infusion treatments and has been prevented from commercializing the rights licensed under the Duke License Agreement, treating patients and otherwise obtaining the benefits of the Duke License Agreement. As such, after attempts to reach compromise, on October 4, 2024, the Company filed a demand for arbitration (the “Arbitration Demand”) with the American Arbitration Association. Among other things, the Company alleges in the Arbitration Demand that Duke fraudulently induced Cryo-Cell to enter the Duke License Agreement and breached it on various occasions. The Arbitration Demand includes five counts against Duke, as follows: Count I – Breach of the Duke License Agreement; Count II – Breach of the Implied Contractual Covenant of Good Faith and Fair Dealing; Count III – Fraudulent Inducement to Enter into the Duke License Agreement; Count IV – Violation of North Carolina’s Unfair Trade Practices Act; and Count V – Unjust Enrichment.

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 are in excess of $100 million.

On November 18, 2024, Duke responded to the Arbitration Demand and asserted counterclaims against the Company which Duke amended on March 24, 2025 for breach of the License Agreement and indemnity, seeking unspecified damages and related relief. On December 12, 2024, the Company filed an answering statement in response to Duke’s counterclaims. A final hearing on the Company’s claims and Duke’s counterclaims was concluded in late July 2026. The Company anticipates a final ruling in early 2027.

In Q4 2024 the Company made the final payment of $187,400 under the Clinical Study and Research Agreement that the Company entered into with Duke dated March 3, 2023 in connection with the Second Amendment to the Duke License Agreement. As previously disclosed, the Duke License Agreement also imposes certain future royalty payment obligations, an obligation to pay certain legal fees and expenses associated with related patents, and an obligation to pay Duke $2,000,000 two years after the first patient or subject is treated in the first Phase III clinical trial of a licensed product comprising mesenchymal stromal cells for an indication other than Autism Spectrum Disorder, of which there can be no assurances.

In fiscal 2021, the Company capitalized $15,372,382 in connection with the Duke License Agreement, which was considered to be an asset acquisition and which represented the costs to obtain the Duke License Agreement, and also recorded a corresponding liability to Duke for the Duke License Agreement. The Company was amortizing these costs over 16 years. However, 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.

As stated above, through the Duke License Agreement, the Company had intended to expand to a triad of core business units to include: (1) its cord blood bank and other storage services; (2) cord blood and cord tissue infusion clinic services initially under the FDA's Expanded Access Program and in conjunction with the undertaking of cord blood and cord tissue clinical trials to obtain BLA approvals for new indications, and (3) biopharmaceutical manufacturing if BLA(s) were approved by the FDA. The Company has received from Duke a notice of termination of the License Agreement as of May 17, 2025. Duke’s notice of termination is based on its claim that the Company breached the Duke License Agreement, which Duke asserted after the Company filed its Arbitration Demand against Duke with the American Arbitration Association alleging that Duke fraudulently induced Cryo-Cell to enter the Duke License Agreement and that Duke breached the agreement on various occasions. As of the date hereof, it is unlikely the Company will be able to expand its business into business units (2) and (3) above through the Duke License Agreement.

Until the Duke dispute is resolved, the Company does not anticipate making further investments in activities related to the Duke License Agreement. The opening of the Cryo-Cell Institute for Cellular Therapies is on pause. The Company can make no assurances as to when or if it will be opened. Also, the proposed spinoff of Celle Corp. is on hold and may not take place depending on the final outcome of the Duke dispute. See Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2026.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statements

This Form 10‑Q, press releases and certain information provided periodically in writing or orally by the Company's officers or its agents may contain statements which constitute \"forward‑looking statements\". The terms \"Cryo-Cell International, Inc.,\" “Cryo-Cell,” \"Company,\" \"we,\" \"our\" and \"us\" refer to Cryo-Cell International, Inc. The words \"expect,\" “anticipate,” \"believe,\" \"goal,\" “strategy,” \"plan,\" \"intend,\" \"estimate\" and similar expressions and variations thereof, if used, are intended to specifically identify forward‑looking statements. Those statements appear in a number of places in this Form 10‑Q and in other places, and include statements regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things:

(i)

our future performance and operating results;

(ii)

our future operating plans;

(iii)

our liquidity and capital resources; and

(iv)

our financial condition, accounting policies and management judgments.

We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. These forward-looking statements involve risks and uncertainties and reflect only our current views, expectations and assumptions with respect to future events and our future performance. If risks or uncertainties materialize or assumptions prove incorrect, actual results or events could differ materially from those expressed or implied by such forward-looking statements. The factors that might cause such differences include, among others:

1.1.

the complexities, uncertainties, required consents and timing related to the potential spinoff of Celle Corp.;

1.2.

any adverse effect or limitations caused by recent increases in government regulation of stem cell storage facilities;

1.3.

any increased competition in our business including increasing competition from public cord blood banks particularly in overseas markets but also in the U.S.;

1.4.

any decrease or slowdown in the number of people seeking to store umbilical cord blood stem cells or decrease in the number of people paying annual storage fees;

1.5.

any adverse impacts on revenue or operating margins due to the costs associated with increased growth in our business, including the possibility of unanticipated costs relating to the operation of our facility and costs relating to the commercial launch of new types of stem cells;

1.6.

any unique risks posed by our international activities, including but not limited to local business laws or practices that diminish our affiliates’ ability to effectively compete in their local markets;

1.7.

any technological or medical breakthroughs that would render our business of stem cell preservation obsolete;

1.8.

any material failure or malfunction in our storage facilities; or any natural disaster or act of terrorism that adversely affects stored specimens;

1.9.

any adverse results to our prospects, financial condition or reputation arising from any material failure or compromise of our information systems;

1.10.

the costs associated with defending or prosecuting litigation matters, particularly including litigation related to intellectual property, and any material adverse result from such matters;

1.11.

the success of our licensing agreements and their ability to provide us with royalty fees;

1.12.

any difficulties and increased expense in enforcing our international licensing agreements;

1.13.

any adverse performance by or relations with any of our licensees;

1.14.

any inability to enter into new licensing arrangements including arrangements with non-refundable upfront fees;

1.15.

any inability to realize cost savings as a result of recent acquisitions;

1.16.

any inability to realize a return on an investment;

1.17.

any adverse impact on our revenues and operating margins as a result of discounting of our services in order to generate new business in tough economic times where consumers are selective with discretionary spending;

1.18.

the success of our global expansion initiatives and product diversification;

1.19.

our actual future ownership stake in future therapies emerging from our collaborative research partnerships;

1.20.

our ability to minimize our future costs related to R&D initiatives and collaborations and the success of such initiatives and collaborations;

1.21.

any inability to successfully identify and consummate strategic acquisitions;

1.22.

any inability to realize benefits from any strategic acquisitions;

1.23.

the Company's actual future competitive position in stem cell innovation;

1.24.

future success of its core business and the competitive impact of public cord blood banking on the Company’s business;

1.25.

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,

1.26.

the expense, timing and uncertain results of clinical trials related to the Duke Agreement;

1.27.

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

1.28.

the outcome of the Company's Arbitration Demand against Duke; and

1.29.

the other risk factors set forth in this Report under the heading \"Risk Factors.\"

Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof. Cryo-Cell International, Inc. undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Readers should carefully review the risk factors described in other documents the Company files from time to time with the Securities and Exchange Commission.

Overview

The Company currently stores over 250,000 cord blood and cord tissue specimens for the exclusive benefit of newborn babies and possibly other members of their families. Founded in 1989, the Company was the world’s first private cord blood bank to separate and store stem cells in 1992. The Company’s U.S.-based business operations, including the processing and storage of specimens, are handled from its headquarters facility in Oldsmar, Florida.

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.

As discussed further in Note 12, on February 23, 2021, the Company entered into a Patent and Technology License Agreement (the “Duke License Agreement”) with Duke University (“Duke”). The Duke License Agreement grants the Company certain rights to proprietary processes and regulatory data related to cord blood and cord tissue developed at Duke. Through the Duke License Agreement, the Company had anticipated, either directly or through its wholly-owned subsidiary, Celle Corp., exploring, testing, and administering treatments to patients for which there are limited U.S. Food and Drug Administration (“FDA”) approved therapies, including cerebral palsy and autism. These treatments were expected to utilize the unique immunomodulatory and potential regenerative properties derived from cord blood and cord tissue. Through the Duke License Agreement, the Company intended to develop three business units, namely: (1) its cord blood bank and other storage services (its historical business); (2) cord blood and cord tissue infusion clinic services initially

under the FDA’s Expanded Access Program and in conjunction with the undertaking of cord blood and cord tissue clinical trials to obtain biologics license application (“BLA”) approvals for new indications, and (3) biopharmaceutical manufacturing if BLA(s) were approved by the FDA. Additionally, to support such business expansion, the Company had anticipated opening and launching the Cryo-Cell Institute for Cellular Therapies, which it initially hoped to open as early as the fourth quarter of fiscal 2021, but no later than the first quarter of fiscal 2022 (and more recently reported as anticipated to open during the fourth quarter of fiscal 2024). As discussed further in Notes 9 and 12, the Company has received from Duke a notice of termination of the License Agreement as of May 17, 2025. As of the date hereof, it is unlikely that the Company will be able to expand its business into business units (2) and (3) above through the Duke License Agreement.

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 Notes 9 and 12 for additional information regarding Duke.

During fiscal 2023, the Company recognized that there were indications of impairment of the assets associated with the Duke License Agreement. 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 60,000 cord blood stem cell transplants have been performed to date. The Company believes that many parents will want to save and store these cells for potential future use by their family, either for the donor or for another family member. Today, stem cell transplants are known and accepted treatments for nearly 80 diseases, we believe, a number of them life-threatening. With continued research in this area of medical technology, other therapeutic uses for cord blood stem cells are being explored. Moreover, researchers believe they may be utilized in the future for treating diseases that currently have no cure.

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.

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. 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. 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, 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/cGTP-compliant 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.

The Company also purchased a 56,000 square-foot facility in Durham, North Carolina (the “New Facility”). The Company acquired the New Facility to accommodate anticipated operations relating to the Patent and Technology Agreement (the “Duke License Agreement”) with Duke University (“Duke”) as discussed further in Note 12. In addition, the New Facility provides capacity not only for the Company’s existing and anticipated internal storage needs, but also enables the Company to offer storage services to third-parties.

Competitive Advantages

The Company believes that it provides several key advantages over its competitors, including:

\n \n \n \n \n \n \n \n \n

\n	\n	\n	\n
	•		The world’s first private cord blood bank, that in combination with its global affiliates, currently stores over 250,000 cord blood and cord tissue specimens,

\n \n \n \n \n \n \n \n \n

\n	\n	\n	\n
	•		Our facility’s status as a cGMP- and cGTP-compliant private cord blood bank with AABB accreditation and FACT (the Foundation for the Accreditation for Cellular Therapy) accreditation,

\n \n \n \n \n \n \n \n \n

\n	\n	\n	\n
	•		a state-of-the-art laboratory processing facility,

\n \n \n \n \n \n \n \n \n

\n	\n	\n	\n
	•		utilization of a processing method using superior technology that yields the maximum recovery of healthy stem cells and provides superior red blood depletion over all other methods,

\n \n \n \n \n \n \n \n \n

\n	\n	\n	\n
	•		a five-compartment cord blood freezer bag that allows for multiple uses of the baby’s cord blood stem cells,

\n \n \n \n \n \n \n \n \n

\n	\n	\n	\n
	•		a safe, secure and monitored storage environment,

\n \n \n \n \n \n \n \n \n

\n	\n	\n	\n
	•		since inception, 100% viability rate of the Company’s specimens upon thaw for therapeutic use,

\n \n \n \n \n \n \n \n \n

\n	\n	\n	\n
	•		a state-of the-art, insulated collection kits,

\n \n \n \n \n \n \n \n \n

\n	\n	\n	\n
	•		7-day per week processing capability, and

\n \n \n \n \n \n \n \n \n

\n	\n	\n	\n
	•		a payment warranty under which the Company agrees to pay $50,000 (effective February 1, 2012 this payment was increased to $75,000 for new clients, effective June 1, 2017 this payment was increased to $100,000 for new clients that choose our premium cord blood processing method, PrepaCyte® CB Processing System (“PrepaCyte CB”)) to its client if the umbilical cord blood product retrieved is used for a stem cell transplant for the donor or an immediate family member and fails to engraft, subject to various restrictions.

Cord Tissue

In August 2011, the Company introduced its advanced new cord tissue service, which stores a section of the umbilical cord tissue. Approximately six inches of the cord tissue is procured and transported to the Company’s laboratory for processing, testing and

cryopreservation for future potential use. Umbilical cord tissue is a rich source of MSCs, which have many unique functions including the ability to inhibit inflammation following tissue damage, to secrete growth factors that aid in tissue repair, and to differentiate into many cell types including neural cells, bone cells, fat cells and cartilage. MSCs are increasingly being researched in regenerative medicine for a wide range of conditions.

Public Banking

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.

ExtraVault

On July 18, 2022, the Company completed the purchase of a 56,000 square foot facility located near the Research Triangle Park in the Regional Commerce Center in Durham, North Carolina. The New Facility 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” – see www.extravault.com) and to set up a cellular therapy laboratory to manufacture mesenchymal stromal cells from cord tissue (“MSCs”).

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.

Marketing

The Company markets its cord blood stem cell preservation services directly to expectant parents and by distributing information through obstetricians, pediatricians, childbirth educators, certified nurse-midwives and other related healthcare professionals. The Company believes that its revenues have been facilitated by a variety of referral sources, resulting from high levels of customer satisfaction. New expectant parent referrals are provided by physicians, midwives and childbirth educators, and by client-to-client referrals and repeat clients storing the stem cells of their additional children.

The Company has a national team of field cord blood educators who increase awareness of the benefits of storing cord blood and cord tissue to the Company’s clinical referral sources, including physicians, midwives and hospitals and to expectant parents. Other promotional activities include internet advertisements and telemarketing activities. In addition, the Company exhibits at conferences, trade shows and other meetings attended by pregnant women and/or medical professionals. Significant portions of client referrals to the Company are from medical caregiver professionals.

The Company’s client support team advisors are available by telephone to enroll clients and educate both expectant parents and the medical community on the life-saving potential of cord blood stem cell preservation.

The Company continues to use its website, www.cryo-cell.com, to market its services and to provide resource information to expectant parents. The site, which is frequently updated and improved, is divided into areas of interest, including sections for expectant parents, medical caregivers and investors. Expectant parents may request and receive information about the umbilical cord blood and cord tissue service and enroll online.

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

Our public units are listed on the NMDP registry, which is connected to all other major international registries. NMDP has a contract with the Health Resources & Services Administration (HRSA), part of the Human Health Services Department of the US government, to be the single point of access for bone marrow, peripheral blood and cord blood for transplant centers needing stem cells for transplant.

Additionally, the Company has definitive license agreements to market the Company’s umbilical cord blood stem cell programs in Costa Rica, El Salvador, Guatemala, Honduras, Nicaragua and Panama.

Corporate Information

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

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

Revenue. Revenue for the nine months ended August 31, 2026 was $23,283,386 as compared to $23,723,155 for the same period in 2025.

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.

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.

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.

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.

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.

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.

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.

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.

(Losses) Gains on Marketable Securities. Losses on marketable securities for the nine months ended August 31, 2026 was $98,684 compared to losses of $604,619 for the nine months ended August 31, 2025.

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.

Deferred tax assets and liabilities are measured using enacted tax rates expected to be recovered or settled. The ultimate realization of our deferred tax assets depends upon generating sufficient future taxable income prior to the expiration of the tax attributes. In assessing the need for a valuation allowance, we must project future levels of taxable income. This assessment requires significant judgment. We examine the evidence related to the recent history of tax losses, the economic conditions in which we operate and our forecasts and projections to make that determination.

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

Revenue. Revenue for the three months ended August 31, 2026 was $7,824,156 as compared to $7,825,432 for the same period in 2025, remained relatively the same.

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.

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.

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.

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.

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.

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.

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.

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.

Gains (Losses) on Marketable Securities. Gains on marketable securities for the three months ended August 31, 2026 was $69,755 compared to losses of $193,886 for the three months ended August 31, 2025.

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.

Deferred tax assets and liabilities are measured using enacted tax rates expected to be recovered or settled. The ultimate

realization of our deferred tax assets depends upon generating sufficient future taxable income prior to the expiration of the tax attributes. In assessing the need for a valuation allowance, we must project future levels of taxable income. This assessment requires significant judgment. We examine the evidence related to the recent history of tax losses, the economic conditions in which we operate and our forecasts and projections to make that determination.

Liquidity and Capital Resources

In connection with the RCF, the Company executed a Revolving Credit Note in favor of Susser in the stated principal amount of $10,000,000 (the “RCF Note”). In connection with the Term Loan, the Company executed a Term Note in favor of Susser in the stated principal amount of $8,960,000 (the “Term Note,” and together with the RCF Note, the “Notes”).

The RCF originally matured on July 18, 2025 and was extended by Susser on July 15, 2025 to October 18, 2025. The Term Note originally matures on July 18, 2032.

On October 18, 2025, the Company and Susser entered into a Fifth Amendment to the Credit Agreement (the “Amendment”). Pursuant to the Amendment, the Company’s wholly owned subsidiary, Celle Corp., became a guarantor under the Credit Agreement and executed a Security Agreement for the benefit of the Lenders. The Amendment extended the maturity date of the RCF Note to October 18, 2027 and extended the maturity date of the Term Note to July 29, 2032. In addition, the revolving credit commitment was reduced from $10,000,000 to $8,000,000. Pursuant to the Amendment, the Applicable Margin was revised as follows: (i) Term Loans bearing interest at the Base Rate are subject to a margin of 4.25% per annum; (ii) Revolving Credit Loans bearing interest at the Base Rate are subject to a margin of 3.75% per annum; (iii) Term Loans bearing interest at the Monthly SOFR rate are subject to a margin of 3.25% per annum; and (iv) Revolving Credit Loans bearing interest at the Monthly SOFR rate are subject to a margin of 2.75% per annum. In addition, a commitment fee of 0.25% per annum applies to the revolving credit commitments.

Prior to the loans, the Company’s principal source of cash has been from sales of its umbilical cord blood program to customers and royalties from licensees.

At 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:

•

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.

•

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.

•

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.

•

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.

•

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.

•

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.

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

As previously disclosed, the Company entered into a Patent and Technology License Agreement dated effective as of February 23, 2021 (as amended, the \"Duke License Agreement\") with Duke University (“Duke”). Through the Duke License Agreement, the Company had anticipated, either directly or through its wholly-owned subsidiary, Celle Corp., exploring, testing, and administering treatments to patients for which there are limited U.S. Food and Drug Administration (“FDA”) approved therapies, including cerebral palsy and autism. In connection therewith, the Company had anticipated requiring 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. Specifically, the Company had previously anticipated that over $50 million would be needed over 5 years to fund its activities related to the Duke License Agreement.

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.

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 Note 12 for additional information regarding Duke.

The Company anticipates that its cash and cash equivalents, marketable securities and cash flows from operation, together with external sources of capital will be sufficient to fund its known cash needs for at least the next 12 months. However, cash flows from operations will depend primarily upon increasing revenues from sales of its umbilical cord blood and cord tissue cellular storage services and managing discretionary expenses. Additionally, depending in part on the outcome of the Duke Arbitration Demand, the Company may require capital to pay for the startup expenses relating to its planned infusion clinic, to finance clinical trials related to the Duke License Agreement, to develop biopharmaceutical manufacturing capabilities and for capital expenditures for software enhancements and purchases of equipment and obligations under the Duke License Agreement. While we previously anticipated that over $50 million would be needed over 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 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.

See \"Note 12\" and Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2026.

Critical Accounting Policies

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.

Recently Issued Accounting Pronouncements

See Note 1 to the Consolidated Financial Statements.

Off-Balance Sheet Arrangements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based on their most recent review, as of the end of the period covered by this report, the Company’s principal executive officers and principal financial officer have concluded that the Company’s disclosure controls and procedures were fully effective, and that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to the Company’s management, including its principal executive officers and principal financial officer, as appropriate to allow timely decisions regarding required disclosure and are effective to ensure that such information is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Changes in Internal Control Over Financial Reporting

There were no other changes in the Company’s internal controls over financial reporting during the nine months ended August 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Limitations on the Effectiveness of Controls

Our management, including our Co-CEOs and CFO, does not expect that our disclosure controls and internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may

deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

CEO and CFO Certifications

Appearing as exhibits 31.1, 31.2 and 31.3 to this report there are Certifications of the Co-CEOs and the CFO. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item of this report is the information concerning the evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In addition to the above, from time to time, the Company is subject to proceedings, lawsuits, contract disputes and other claims in the normal course of its business.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this Form 10-Q, you should carefully consider the factors discussed in Part I, Item 1A, subsection “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended November 30, 2025, which could materially affect our business, financial condition or future results of operations. The risks described in our Annual Report on Form 10-K for the fiscal year ended November 30, 2025 are not the only risks that we face. If any of the identified risks occur, our business, financial condition and results of operations could suffer. The trading price of our common stock could decline, and you may lose all or part of your investment in our common stock. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition and future results of operations. The following information updates, and should be read in conjunction with, the risk factors previously disclosed in Item 1A, subsection “Risk Factors” to Part I of our Annual Report on Form 10-K for the fiscal year ended November 30, 2025, filed on February 27, 2026. Except as set forth below, there have been no material changes to the risk factors previously disclosed under the caption “Risk Factors” in our Annual Report on Form 10-K.

We cannot assure you that we will continue to be listed on the NYSE American.

Our common stock currently trades on the NYSE American LLC (the “NYSE American”), and we are subject to certain NYSE American continued listing requirements and standards. On March 9, 2026, we received notice from NYSE American that the Company is not in compliance with the continued listing standards set forth in Section 1003(a) of the NYSE American Company Guide. In accordance with NYSE American procedures, the Company submitted a plan of compliance to NYSE American on April 8, 2026, addressing how it intends to regain compliance with the continued listing standards. The NYSE American accepted the plan on May 6, 2026 and granted the Company an extension of time until September 9, 2027 to regain compliance. There can be no assurance that the Company will be able to regain compliance with Section 1003 (a) of the NYSE American Company Guide or that the Company will otherwise be in compliance with other applicable NYSE American listing rules. We may need to raise additional capital to regain compliance, of which there can be no assurance. We may also incur costs that we have not previously incurred for expenses for compliance with the rules and requirements of the NYSE American. If the Company fails to satisfy NYSE American’s continued listing

requirements, NYSE American may take steps to delist its Common Stock. We cannot provide any assurance that we will be able to continue to satisfy the requirements of the NYSE American’s continued listing standards. Delisting of the common stock could depress the price of our stock, substantially limit liquidity of our common stock and materially adversely affect our ability to raise capital on terms acceptable to us, or at all. In such event, it could become more difficult to dispose of, or obtain accurate price quotations for, our common stock, and there would likely also be a reduction in our coverage by securities analysts and the news media, which could cause the price of our common stock to decline further.

The issuance of additional Common Stock by us in the future would result in dilution to our existing stockholders.

We may need to raise additional capital to regain compliance with the rules of the NYSE American, of which there can be no assurance. 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. Additionally, our Board of Directors has authority, without action or vote of our stockholders, to issue all or a part of our authorized but unissued shares, except where stockholder approval is required by law or the rules of the NYSE American. Any issuance of additional equity securities by us in the future could result in dilution to our existing stockholders. Such issuances could be made at a price that reflects a discount or a premium to the then-current trading price of our common stock. These issuances would dilute the percentage ownership interest of our existing stockholders, which would have the effect of reducing their influence on matters on which our stockholders vote and might dilute the book value of our Common Stock.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a)\tRECENT SALES OF UNREGISTERED SECURITIES

None.

(b)\tUSE OF PROCEEDS FROM SECURITIES

(c)\tISSUER REPURCHASES OF COMMON STOCK

Period

Total Number of Shares Purchased

Average Price Paid per Share

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs

June 1 - 30, 2026

—

1,178,031

July 1 - 31, 2026

—

1,178,031

August 1 - 31, 2026

—

1,178,031

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

(a)\tNone.

(b)\tNone.

(c)\tDirector and Officer Trading Plans and Arrangements. During the three months ended August 31, 2026 none of \t\t\tour directors or officers (as defined in Exchange Act Rule 16a-1(f)) adopted or terminated a \"Rule 10b5-1 trading \t\t\tarrangement\" or \"non-Rule 10b5-1 trading arrangement,\" as each term is defined in Item 408 of Regulation S-K.

ITEM 6. EXHIBITS

(a)

Exhibits

\n	\n	\n
3.1 (1)		Amended and Restated Certificate of Incorporation
3.2 (2)		Amended and Restated By-Laws
10.3 (3)		Purchase Agreement between Scannell Properties #502, LLC and Cryo-Cell International, Inc. dated March 14, 2022.
10.4 (4)		2022 Equity Incentive Plan.
10.5 (5)		Credit Agreement between Cryo-Cell International, Inc and Susser Bank
10.6 (5)		Amendment to the Credit Agreement between Cryo-Cell International and Susser Bank
10.7 (6)		Seventh Lease Amendment
31.1		Certification of Co-CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Co-CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.3		Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
(1)		Incorporated by reference to the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 2002.
(2)		Incorporated by reference to the Company's Quarterly Report on Form 8-K filed on December 11, 2018.
(3)		Incorporated by reference to the Company's Current Report on Form 8-K filed on March 16, 2022.
(4)		Incorporated by reference to the Company's Quarterly Report on Form 10Q filed on April 13, 2022.
(5)		Incorporated by reference to the Company's Quarterly Report on Form 10Q filed on October 18, 2022.
(6)		Incorporated by reference to the Company's Quarterly Report on Form 10Q filed on October 15, 2025.

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

\n	\n	\n
		Cryo-Cell International, Inc.

		/s/ David Portnoy
		David Portnoy
		Co-Chief Executive Officer

		Cryo-Cell International, Inc.

		/s/ Mark Portnoy
		Mark Portnoy
		Co-Chief Executive Officer

		Cryo-Cell International, Inc.

		/s/ Jill M. Taymans
		Jill M. Taymans
		Vice President, Finance, Chief Financial Officer

Date: October 9, 2026

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39

第 1 项 法律诉讼

收入确认

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a)\tRECENT SALES OF UNREGISTERED SECURITIES

None.

(b)\tUSE OF PROCEEDS FROM SECURITIES

(c)\tISSUER REPURCHASES OF COMMON STOCK

第 1 项法律诉讼