Chairman, Co-CEO Portnoy David bought $189,986 worth of shares (42,900 units at $4.43), increasing direct ownership by 0.89% to 811,920 units (SEC Form 4)
$CCEL
Misc Health and Biotechnology Services
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CRYO CELL INTERNATIONAL INC [ CCEL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/08/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 09/08/2025 | P | 5,271 | A | $4.31(1) | 253,028 | I | By IRA | ||
| Common Stock | 09/09/2025 | P | 4,815 | A | $4.49(2) | 257,843 | I | By IRA | ||
| Common Stock | 09/09/2025 | P | 185 | A | $4.49 | 11,537 | I | As Custodian for son | ||
| Common Stock | 09/09/2025 | P | 156 | A | $4.48 | 11,398 | I | As Custodian for son | ||
| Common Stock | 09/09/2025 | P | 156 | A | $4.49 | 10,939 | I | As Custodian for son | ||
| Common Stock | 09/10/2025 | P | 11,035 | A | $4.4(3) | 268,878 | I | By IRA | ||
| Common Stock | 09/10/2025 | P | 4,817 | A | $4.47 | 107,403 | I | By Spouse | ||
| Common Stock | 09/10/2025 | P | 7,178 | A | $4.42(3) | 811,920 | D | |||
| Common Stock | 09/10/2025 | P | 7,200 | A | $4.48 | 160,082 | I | By Corporation(4) | ||
| Common Stock | 09/10/2025 | P | 2,087 | A | $4.48 | 57,306 | I | By Corporation(5) | ||
| Common Stock | 164,182 | I | By 401K | |||||||
| Common Stock | 59,027 | I | By LLC(6) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option | $7.53 | 08/30/2019 | 08/30/2029 | Common stock | 26,243 | 26,243 | D | ||||||||
| Stock Option | $7.28 | 12/20/2019 | 12/20/2029 | Common Stock | 23,636 | 23,636 | D | ||||||||
| Stock Option | $12.27 | 12/22/2021(7) | 12/22/2028 | Common Stock | 280,000 | 280,000 | D | ||||||||
| Stock Option | $4.77 | 01/03/2023(8) | 01/03/2028 | Common Stock | 50,000 | 50,000 | D | ||||||||
| Stock Option | $4.3 | 12/23/2022 | 12/23/2027 | Common Stock | 50,000 | 50,000 | D | ||||||||
| Stock Option | $6.47 | 12/22/2023(9) | 12/22/2028 | Common Stock | 50,000 | 50,000 | D | ||||||||
| Stock Option | $8.08 | 01/21/2025(10) | 01/21/2030 | Common Stock | 50,000 | 50,000 | D | ||||||||
| Explanation of Responses: |
| 1. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.30 to $4.32, inclusive. The reporting person undertakes to provide to Cryo-Cell International, Inc. (the "Company"), any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| 2. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.48 to $4.49, inclusive. The reporting person undertakes to provide to Cryo-Cell International, Inc. (the "Company"), any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| 3. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.20 to $4.45, inclusive. The reporting person undertakes to provide to Cryo-Cell International, Inc. (the "Company"), any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| 4. Shares of Common Stock held by PartnerCommunity, Inc., as to which David I. Portnoy may be deemed beneficial owner as the Chairman of the Board and Secretary. |
| 5. Shares of common stock held by uTIPu, Inc. as to which David Portnoy may be deemed the beneficial owner as the Chairman of the Board and Secretary. |
| 6. Shares of common stock held by Mayim Limited Partnership as is David Portnoy may be deemed the beneficial owner as the managing member and owner of Mayim Management, LLC, which is the general partner of Mayim Management Limited Partnership, which is the general partner of Mayim Investment Limited Partnership. |
| 7. Stock options will vest immediately if the price of the Company's common stock reaches $25.00 per share during the seven-year option term. |
| 8. 8,750 stock options vest upon issuance, 8,749 options vest on 1/2/2024, 21,000 options vest on 1/2/2025 and 11,501 options vest on 1/2/2026. |
| 9. Stock options vest 1/3 upon issuance, 1/3 on December 22, 2024 and 1/3 on December 22, 2025. |
| 10. Stock options vest 1/3 upon issuance, 1/3 on January 21, 2026 and 1/3 on January 21, 2027. |
| /s/ David Portnoy | 09/10/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||