08/07/2026 | Press release | Distributed by Public on 08/07/2026 14:39
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FORM 4
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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 |
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| 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) | ||
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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 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) |
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| 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 Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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PORTNOY DAVID 700 BROOKER CREEK BLVD SUITE 1800 OLDSMAR, FL 34677 |
X | X | Chairman, Co-CEO | |
| /s/ David Portnoy | 08/07/2026 | |
| **Signature of Reporting Person | Date |
| * | 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. |