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): March 25, 2024 |
CRYO-CELL INTERNATIONAL, INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 001-40767 | 22-3023093 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
| | | | |
700 Brooker Creek Blvd. | |
Oldsmar, Florida | | 34677 |
(Address of Principal Executive Offices) | | (Zip Code) |
|
Registrant’s Telephone Number, Including Area Code: 813 749-2100 |
(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:
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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 7.01 Regulation FD Disclosure.
On March 25, 2024, Cryo-Cell International, Inc. ("Company" or "Cryo-Cell") issued a press release announcing plans to spin off its newly formed subsidiary, Celle Corp., to the Cryo-Cell shareholders and to explore all strategic alternatives for Cryo-Cell (post spin-off) to maximize shareholder value, including, but not limited to, equity and/or debt financings and/or the possible sale or merger of the company. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
| | |
| Financial Statements of Businesses Acquired. | Not Applicable. |
| Pro Forma Financial Information | Not Applicable. |
| Shell Company Transactions | Not Applicable. |
| Exhibits. |
|
| Exhibit No. | Description |
| 99.1 | Press Release dated March 25, 2024 |
| 104 | Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document) |
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.
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| | | Cryo-Cell International, Inc. |
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Date: | March 26, 2024 | By: | /s/ David Portnoy |
| | | David Portnoy, Chairman and Co-CEO |
