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): ~~October~~May 2908, ~~2024~~2025

CRYO-CELL INTERNATIONAL, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-40767	22-3023093
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification 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~~(Former ~~the~~Name ~~appropriate~~or ~~box~~Former ~~below~~Address, if ~~the~~Changed ~~Form~~Since ~~8-K~~Last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~ Report)

~~☐Written~~Check ~~communications~~the ~~pursuant~~appropriate box below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy ~~under~~the filing obligation of the ~~Securities~~registrant ~~Act~~under ~~(17~~any ~~CFR~~of ~~230.425)~~the following provisions:

☐~~Soliciting~~Written ~~material~~communications pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

☐~~Pre-commencement~~Soliciting ~~communications~~material pursuant to Rule ~~14d~~14a-~~2(b)~~12 under the Exchange Act (17 CFR 240.~~14d~~14a-~~2(b~~12))

☐Pre-commencement communications pursuant to Rule ~~13e~~14d-42(cb) under the Exchange Act (17 CFR 240.~~13e~~14d-42(cb))

~~Securities~~☐Pre-commencement ~~registered~~communications pursuant to ~~Section~~Rule 1213e-4(bc) ofunder the Exchange Act: (17 CFR 240.13e-4(c))

Title of each class		TradingSymbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		CCEL		NYSE American LLC

Securities registered pursuant to Section 12(b) of the Act:

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).


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	CCEL	NYSE American LLC

~~Emerging~~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).

IfEmerging ~~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~~If ~~5.07~~an ~~Submission~~emerging ofgrowth ~~Matters~~company, indicate by check mark if the registrant has elected not to ause ~~Vote~~the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of ~~Security~~the ~~Holders~~Exchange Act. ☐

OnItem ~~October 29, 2024, the Company held its Annual Meeting of Stockholders~~8. At01 ~~the~~Other Annual Meeting, stockholders considered the election of four directors, the ratification of the Company's independent registered accountants and the approval of a non-binding advisory resolution regarding the compensation of the Company's named executive officersEvents.

~~The~~ On ~~final~~May 7, 2025, as a result of the ~~stockholder~~current ~~vote~~economic ~~was~~environment ~~certified~~and other capital allocation alternatives, the Board of Directors of Cryo-Cell International, Inc. ("Cryo-Cell") declared a reduced, quarterly cash dividend of $0.15 per share of common stock to be paid to its shareholders of record as of the close of business on ~~October~~May 2921, ~~2024~~2025. The ~~and~~dividend is asexpected ~~follows:~~to be paid on May 30, 2025.

1. To ~~consider the election of four individuals to the Company's Board of Directors.~~

~~David~~Item ~~Portnoy~~9.01 Financial Statements and Exhibits.

~~For 3,653,908~~.

Withhold 789,479


	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 May 8, 2025.
	104	Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document)

~~Harold Berger~~SIGNATURES

~~For 3~~Pursuant to the requirements of the Securities Exchange Act of 1934,~~628,143~~ the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Withhold 815,244


			Cryo-Cell International, Inc.

Date:	May 8, 2025	By:	/s/ David Portnoy
			David Portnoy, Chairman and Co-CEO

Mark Portnoy

For 3,649,613

Withhold 793,774

Daniel Mizrahi

For 4,072,486

Withhold 370,901

2. The ratification of appointment of WIPFLI LLC as the Company's independent registered public accounting firm for the fiscal year ending November 30, 2024.

For Against Abstain

6,697,620 186 3,536

3. The approval of a non-binding advisory resolution regarding the compensation of the Company's named executive officers.

For Against Abstain

4,152,942 287,390 3,055

4. Authorization to vote the proxies upon other business properly coming before the Meeting or any adjournments or postponements thereof.

For Against Abstain

3,571,034 855,538 16,814

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.

			Cryo-Cell International, Inc.
Date:	October 31, 2024	By:	/s/ David Portnoy
			David Portnoy, Chairman and Co-CEO

Filing Compare · CRYO CELL INTERNATIONAL INC