U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
For the quarterly period ended August 31, 2024
☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
For the transition period from to
Commission File Number 001-40767
CRYO-CELL INTERNATIONAL, INC.
(Exact name of Registrant as Specified in its Charter)
Delaware |
| 22-3023093 |
(State or other Jurisdiction of Incorporation or Organization) |
| (I.R.S. Employer Identification No.) |
700 Brooker Creek Blvd. Oldsmar, FL 34677 |
|
(Address of Principal Executive Offices) (Zip Code)
(813) 749-2100 |
|
(Issuer's phone number, including area code) |
(Former name, former address and former fiscal year, if changed since last report).
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 |
Check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes ☒ No ☐ Not Applicable ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” “small reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☐ | Accelerated filer | ☐ |
|
|
|
|
Non-accelerated filer | ☑ | Smaller reporting company | ☑ |
|
|
|
|
|
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of October 15, 2024, 8,062,159 shares of $0.01 par value common stock were outstanding.
Explanatory Note
This Amendment No. 1 (the “Amendment”) to the Quarterly Report on Form 10-Q of Cryo-Cell International, Inc. (the “Company”) for the third quarter ended August 31, 2024, originally filed with the Securities and Exchange Commission on October 15, 2024 (the “Original Form10-Q”), is being filed to amend and restate Part I – Financial Information (Unaudited), Item 1, Financial Statements, Notes to Consolidated Financial Statements, Note 9 - Commitments and Contingencies, Legal Proceedings, first paragraph, and Part II - Other Information, Item 1, Legal Proceedings, first paragraph, to include updated disclosure regarding the legal proceeding Lindsey Lehr v. Cryo-Cell International, Inc.. Those paragraphs are replaced with the following:
On January 6, 2023, a complaint styled Lindsey Lehr v. Cryo-Cell International, Inc., Case No. 50-2023-CA-000091, was filed in the Circuit Court for Palm Beach County, Florida, naming the Company as defendant and asserting claims on behalf of a putative class of individuals who entered agreements with the Company for umbilical cord blood storage services since May 2018. The complaint alleged that the Company’s advertising does not accurately represent the value and efficacy of its services and asserted claims (and sought unspecified damages) under Florida law. On March 14, 2023, the Company removed the case to the United States District Court for the Southern District of Florida (Case No. 9:23-cv-80405-AMC), and on March 21, 2023, moved to compel arbitration and stay the case. On October 10, 2023, the Court granted the Company’s motion to compel arbitration and stayed the case. On October 27, 2023, the plaintiff filed a demand for arbitration and statement of claims with the American Arbitration Association, and on January 18, 2024, the plaintiff filed an amended statement of claims dropping her class action allegations against the Company. On March 19, 2024, the Company filed an answering statement and counterclaim in response to the plaintiff’s claims. The Company believes the plaintiff’s claims are unlikely to prevail and intends to contest the action vigorously. The Company believes that the resolution of this matter should not have a material adverse effect on the Company’s business, consolidated financial position or results of operations. It is possible, however, that there could be an unfavorable outcome or resolution of the claims asserted, which could negatively and materially impact the Company’s business, consolidated financial position and results of operations. Litigation is inherently uncertain and there can be no assurance that the Company will prevail. The Company does not include an estimate of legal fees and other related defense costs in its estimate of loss contingencies.
This Amendment should be read in conjunction with the Original Form 10-Q, is limited in scope to the correction described above and does not amend, update, or change any other items or disclosures contained in the Original Form 10-Q. Accordingly, all other items that remain unaffected are omitted in this filing. Except as described in the preceding paragraph, this Amendment does not update any of the information contained in the Original Form 10-Q, which continues to speak as of the original filing date of the Original Form 10-Q.
Item 6. Exhibits
31.1 | Certification of Co-CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2 | Certification of Co-CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.3 | Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1 | ||
101.INS | Inline XBRL Instance Document | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
In accordance with Section 13 or 15(d) 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. |
|
|
|
|
| /s/ David Portnoy |
|
| David Portnoy |
|
| Co-Chief Executive Officer |
|
|
|
|
| Cryo-Cell International, Inc. |
|
|
|
|
| /s/ Mark Portnoy |
|
| Mark Portnoy |
|
| Co-Chief Executive Officer |
|
|
|
|
| Cryo-Cell International, Inc. |
|
|
|
|
| /s/ Jill M. Taymans |
|
| Jill M. Taymans |
|
| Vice President, Finance, Chief Financial Officer |
Date: October 17,2024
3
