SEC Form 4 · accession 0001193125-26-340392
CRYO CELL INTERNATIONAL INC · CCEL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Portnoy
Officer — Chairman, Co-CEO · Director · 10% Owner
Period of report
Aug 5, 2026
Accepted (ET)
Aug 7, 2026 · 4:39 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0000862692
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Aug 5, 2026 | J | 600,191 | $1.3329 | D | 247,438 | D | |
| Common Stock | Aug 5, 2026 | J | 600,191 | $1.3329 | A | 600,191 | I | By David Portnoy Irrevocable 2026 Trust Agreement |
| Common StockF2 | holding | — | — | — | 161,833 | I | By Corporation | |
| Common Stock | holding | — | — | — | 164,182 | I | By 401K | |
| Common Stock | holding | — | — | — | 268,878 | I | By IRA | |
| Common Stock | holding | — | — | — | 107,403 | I | By Spouse | |
| Common StockF3 | holding | — | — | — | 57,306 | I | By Corporation | |
| Common StockF4 | holding | — | — | — | 59,027 | I | By LLC | |
| Common Stock | holding | — | — | — | 12,214 | I | As Custodian for son | |
| Common Stock | holding | — | — | — | 11,804 | I | As Custodian for son | |
| Common Stock | holding | — | — | — | 11,212 | I | As Custodian for son |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option | $7.53 | holding | — | — | — | Aug 30, 2019 | Aug 30, 2029 | Common stock | 26,243 | 26,243 | D |
| Stock Option | $7.28 | holding | — | — | — | Dec 20, 2019 | Dec 20, 2029 | Common Stock | 23,636 | 23,636 | D |
| Stock OptionF5 | $12.27 | holding | — | — | — | Dec 22, 2021 | Dec 22, 2028 | Common Stock | 280,000 | 280,000 | D |
| Stock OptionF6 | $4.77 | holding | — | — | — | Jan 3, 2023 | Jan 3, 2028 | Common Stock | 50,000 | 50,000 | D |
| Stock Option | $4.30 | holding | — | — | — | Dec 23, 2022 | Dec 23, 2027 | Common Stock | 50,000 | 50,000 | D |
| Stock OptionF7 | $6.47 | holding | — | — | — | Dec 22, 2023 | Dec 22, 2028 | Common Stock | 50,000 | 50,000 | D |
| Stock OptionF8 | $8.08 | holding | — | — | — | Jan 21, 2025 | Jan 21, 2030 | Common Stock | 50,000 | 50,000 | D |
| Stock OptionF9 | $3.89 | holding | — | — | — | Jan 7, 2026 | Jan 7, 2031 | Common Stock | 50,000 | 50,000 | D |
| Stock OptionF10 | $3.89 | holding | — | — | — | Jan 7, 2026 | Jan 7, 2031 | Common Stock | 150,000 | 150,000 | D |
Explanation of responses
- F1On 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.
- F10The 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.
- F2Shares 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.
- F3Shares 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.
- F4Shares 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.
- F5Stock options will vest immediately if the price of the Company's common stock reaches $25.00 per share during the seven-year option term.
- F68,750 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.
- F7Stock options vest 1/3 upon issuance, 1/3 on December 22, 2024 and 1/3 on December 22, 2025.
- F8Stock options vest 1/3 upon issuance, 1/3 on January 21, 2026 and 1/3 on January 21, 2027.
- F9Stock options vest 1/3 upon issuance, 1/3 on January 7, 2027 and 1/3 on January 7, 2028.