PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 13, 2012

Registrant's telephone number, including area code: (813) 749-2100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

On February 13, 2012, the Board of Directors of Cryo-Cell International, Inc. (the "Company") approved amendments to each of the (i) Employment Agreement with David Portnoy dated December 1, 2011 and (ii) Employment Agreement with Mark Portnoy dated December 1, 2011, (collectively, the "Employment Agreements").

The amendment to the Employment Agreement with Mr. David Portnoy (the "David Portnoy Amendment") and the amendment to the Employment Agreement with Mr. Mark Portnoy (the "Mark Portnoy Amendment") amend the Employment Agreements to clarify that the determination of whether the "Threshold", "Target", and "Stretch" performance standards have been achieved with respect to (i) bonuses to be paid under Section 3(b) of the Employment Agreements; and (ii) the grant of the equity awards described in Section 3 (c)(ii) of the Employment Agreements, shall be made without regard to any accounting impact of such awards on the Company's financial statements. The David Portnoy Amendment to the Employment Agreements also revises Section 3(c)(ii) to correct the Company's fiscal year end date.

Descriptions of the Employment Agreements were previously reported in the Company's Current Reports on Form 8-K, which was filed with the Commission on December 7, 2011 and are hereby incorporated by reference.

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, hereunto duly authorized.