UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~September 1708, 2025

CRYO-CELL INTERNATIONAL, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-40767	22-3023093
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
700 Brooker Creek Blvd.
700 Brooker Creek Blvd.Suite 1800
Oldsmar, Florida		34677
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 813 749-2100

    

Not Applicable ,

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	CCEL	NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 18.0201 ~~Termination~~Other ~~of a Material Definitive Agreement~~Events.

~~Cryo-Cell~~The ~~International,~~Board ~~Inc.~~of ~~(“Cryo-Cell”)~~Directors ~~has received from Duke University ("Duke") a notice~~ of ~~termination~~the asCompany ofhas ~~May~~fixed 17October 21, 2025, ofas the ~~Patent~~date ~~and~~for ~~Technology~~the ~~License~~2025 ~~Agreement~~Annual ~~between~~Meeting ~~Cryo-Cell~~of ~~and~~Stockholders ~~Duke dated effective as~~ of ~~February~~the ~~23,~~Company ~~2021~~ (~~as amended,~~ the ~~"Duke~~“Annual ~~License Agreement"~~Meeting”)~~. As previously disclosed~~, ~~pursuant~~and tohas ~~the~~fixed ~~Duke~~September ~~License Agreement~~15, ~~Duke~~2025 ~~granted~~as tothe ~~Cryo-Cell~~record andate ~~exclusive license to make, have made, use, import, offer~~ for ~~sale,~~determining ~~sell~~stockholders ~~and~~entitled ~~otherwise~~to ~~commercially~~notice ~~exploit~~of ~~certain licensed products~~ and to ~~practice~~vote ~~certain~~at ~~licensed processes, and~~ the ~~exclusive~~Annual ~~right~~Meeting. Stockholders intending to ~~use~~present ~~certain~~business ~~regulatory~~or ~~data~~director ~~and~~nominations ~~technical~~at ~~information~~the inAnnual ~~connection~~Meeting ~~with~~must ~~such~~submit ~~licensed~~the ~~patent~~notice ~~rights,~~required inby ~~the~~Article ~~treatment~~II, ~~prevention,~~Section ~~cure,~~3 ~~reduction, mitigation or other management~~ of ~~certain~~the ~~diseases in humans. Duke~~Company’s ~~notice~~Bylaws of(with ~~termination~~respect isto ~~based~~business onother ~~its~~than ~~claim~~director ~~that~~nominations) ~~Cryo-Cell~~or ~~breached~~Article ~~the~~II, ~~Duke~~Section ~~License~~10 ~~Agreement,~~of ~~which~~the ~~Duke~~Company’s ~~asserted~~Bylaws ~~after~~(with ~~Cryo-Cell~~respect ~~filed~~to ~~its~~director ~~previously~~nominations) ~~disclosed~~no ~~demand~~later ~~for~~than ~~arbitration~~the ~~against~~10th ~~Duke~~calendar ~~with~~day following the ~~American~~day ~~Arbitration~~on ~~Association~~which ~~alleging~~public ~~that~~disclosure ~~Duke~~of ~~fraudulently~~the ~~induced~~date ~~Cryo-Cell~~of tothe ~~enter~~Annual ~~the~~Meeting ~~Duke~~is ~~License~~first ~~Agreement~~made, ~~and~~which ~~that~~date ~~Duke~~of ~~breached~~public ~~the~~disclosure ~~agreement~~is onSeptember ~~various~~10, ~~occasions~~2025.

A copy of the Company’s Bylaws, as amended, is included as Exhibit 3.1 to the Current Report on Form 8-K filed with the United States Securities and Exchange Commission on December 11, 2018.

SIGNATURES

Pursuant to the requirements 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.

			Cryo-Cell International, Inc.
Date:	~~May~~September 2210, 2025	By:	/s/ David Portnoy
			David Portnoy, Chairman and Co-CEO

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