Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on July 18, 2022, Cryo-Cell International, Inc. (the "Company") entered into a Credit Agreement ("Credit Agreement") with Susser Bank, a Texas state bank ("Susser"), as administrative agent on behalf of itself and the other lenders (collectively, the "Lenders") for (i) an unsecured revolving line of credit in an aggregate principal amount 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 collectively, the "Loans"). In connection with the RCF, the Company entered into a Revolving Credit Line, in favor of Susser, in the stated principal amount of $10,000,000 (the "RCF Note"), and in connection with the Term Loan the Company entered into a Term Note, in favor of Susser, in the stated principal amount of $8,960,000 (the "Term Note" and together with RCF Note, collectively, the "Notes"). The Loans bear interest at the Company's option at: (a) the Base Rate, which is the highest of (i) the rate of interest published by The Wall Street Journal, from time to time, as the "U.S. Prime Rate", (ii) the federal funds rate plus 0.5% and (iii) the Monthly SOFR rate plus 1.0% (subject in each case to a floor of 5.5%), plus 4.25% or (b) the Monthly SOFR plus 3.25% (subject to a floor of 4.5%). The RCF matured on July 18, 2025, which was extended on July 15, 2025 by Susser to October 18, 2025, and the Term Note matures on July 18, 2032.

Fifth Amendment to Credit Agreement. On October 18, 2025, the Company and Susser entered into a Fifth Amendment to the Credit Agreement (the "Amendment").

Addition of Guarantor. Pursuant to the terms of 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.

Extension of Maturity Date. The Amendment also extended the RCF Note's Maturity Date to October 18, 2027 and extended the Maturity Date of the Term Note to July 29, 2032.

Revolving Credit Limit.The Amendment revised the revolving credit commitment to $8,000,000.

Applicable Margin. The Amendment revised the Applicable Margin per annum as set forth below:

The foregoing summary of the Amendment is qualified in its entirety by the Amendment, which will be filed with the Company's next annual report on Form 10-K.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

(a) The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.