Cryo-Cell International Inc.

08/07/2026 | Press release | Distributed by Public on 08/07/2026 14:39

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
PORTNOY DAVID
2. Issuer Name and Ticker or Trading Symbol
CRYO CELL INTERNATIONAL INC [CCEL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman, Co-CEO
(Last) (First) (Middle)
700 BROOKER CREEK BLVD, SUITE 1800
3. Date of Earliest Transaction (Month/Day/Year)
08/05/2026
(Street)
OLDSMAR, FL 34677
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 08/05/2026 J(1) 600,191 D $1.3329 247,438 D
Common Stock 08/05/2026 J(1) 600,191 A $1.3329 600,191 I By David Portnoy Irrevocable 2026 Trust Agreement
Common Stock 161,833 I By Corporation(2)
Common Stock 164,182 I By 401K
Common Stock 268,878 I By IRA
Common Stock 107,403 I By Spouse
Common Stock 57,306 I By Corporation(3)
Common Stock 59,027 I By LLC(4)
Common Stock 12,214 I As Custodian for son
Common Stock 11,804 I As Custodian for son
Common Stock 11,212 I As Custodian for son
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Underlying Securities
(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 of Derivative Security: 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(5) 12/22/2028 Common Stock 280,000 280,000 D
Stock Option $4.77 01/03/2023(6) 01/03/2028 Common Stock 50,000 50,000 D
Stock Option $4.30 12/23/2022 12/23/2027 Common Stock 50,000 50,000 D
Stock Option $6.47 12/22/2023(7) 12/22/2028 Common Stock 50,000 50,000 D
Stock Option $8.08 01/21/2025(8) 01/21/2030 Common Stock 50,000 50,000 D
Stock Option $3.89 01/07/2026(9) 01/07/2031 Common Stock 50,000 50,000 D
Stock Option $3.89 01/07/2026(10) 01/07/2031 Common Stock 150,000 150,000 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PORTNOY DAVID
700 BROOKER CREEK BLVD
SUITE 1800
OLDSMAR, FL 34677
X X Chairman, Co-CEO

Signatures

/s/ David Portnoy 08/07/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On August 5, 2026, the Reporting Person transferred 600,191 shares of the Issuer's common stock to the David Portnoy Irrevocable 2026 Trust Agreement (the "Trust"). In connection with the transfer, the Trust borrowed $800,000.26, the proceeds of which were used to satisfy outstanding indebtedness of the Reporting Person. The Reporting Person personally guaranteed the Trust's repayment obligations. The price reported in Column 4 represents $800,000.26 divided by the 600,191 shares transferred and does not represent the fair market value of the shares. Deborah Portnoy, the Reporting Person's spouse, is the sole trustee. The Reporting Person is not a beneficiary of the Trust, has no power to revoke the Trust and, for purposes of Section 16 reporting, disclaims beneficial ownership of the shares held by the Trust except to the extent of any pecuniary interest therein.
(2) 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.
(3) 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.
(4) Shares of common stock held by Mayim Limited Partnership, as to which 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.
(5) 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.
(6) 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.
(7) Stock options vest 1/3 upon issuance, 1/3 on December 22, 2024 and 1/3 on December 22, 2025.
(8) Stock options vest 1/3 upon issuance, 1/3 on January 21, 2026 and 1/3 on January 21, 2027.
(9) Stock options vest 1/3 upon issuance, 1/3 on January 7, 2027 and 1/3 on January 7, 2028.
(10) The stock options were granted pursuant to the Cryo-Cell 2022 Stock Incentive Plan and an individual award agreement. The options are divided into three equal tranches, each subject to both time-based vesting and stock-price performance conditions. One 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. One tranche vests after the second anniversary and upon achieving an average closing price of at least $8 per share over 20 consecutive trading days. One 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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