Quarterly report [Sections 13 or 15(d)]

Notes Payable

v3.26.1
Notes Payable
 6 Months Ended
May 31, 2026
Debt Disclosure [Abstract]  
Notes Payable

Note 5 – Notes Payable

On July 18, 2022, Cryo-Cell International, Inc. (the “Company”) entered into a Credit Agreement (the “Credit Agreement”) with Susser Bank, a Texas state bank (“Susser”), as administrative agent on behalf of itself and the other lenders (collectively, the “Lenders”). The Credit Agreement provides for (i) an unsecured revolving line of credit with an aggregate commitment of up to $10,000,000 (the “RCF”) and (ii) a term loan facility in an original principal amount of $8,960,000 (the “Term Loan,” and together with the RCF, the “Loans”). In connection with the Credit Agreement, the Company executed a Revolving Credit Note in favor of Susser in the principal amount of $10,000,000 (the “RCF Note”) and a Term Note in favor of Susser in the principal amount of $8,960,000 (the “Term Note,” and together with the RCF Note, the “Notes”).

The Loans bear interest, at the Company’s option, at either (a) a base rate equal to the highest of (i) the U.S. Prime Rate as published by The Wall Street Journal, (ii) the federal funds rate plus 0.50%, or (iii) the Monthly SOFR rate plus 1.00%, subject in each case to a floor of 5.50%, plus an applicable margin, or (b) the Monthly SOFR rate plus an applicable margin, subject to a floor of 4.50%. Prior to the Fifth Amendment (defined below), the applicable margins were 4.25% for Base Rate loans and 3.25% for Monthly SOFR loans. The Company is also required to pay a commitment fee on the unused portion of the RCF.

The RCF originally matured on July 18, 2025, and the Term Note was scheduled to mature on July 18, 2032. On July 15, 2025, Susser extended the RCF maturity date to October 18, 2025.

On October 18, 2025, the Company and Susser entered into a Fifth Amendment to the Credit Agreement (the “Fifth Amendment”). Pursuant to the Fifth Amendment, (i) the RCF maturity date was extended to October 18, 2027, (ii) the Term Note maturity date was extended to July 29, 2032, (iii) the revolving credit commitment was reduced to $8,000,000, and (iv) the applicable margins were revised as follows: 4.25% for Base Rate term loans, 3.75% for Base Rate revolving loans, 3.25% for Monthly SOFR term loans, and 2.75% for Monthly SOFR revolving loans. The commitment fee was revised to 0.25% per annum. In addition, the Company’s wholly owned subsidiary, Celle Corp., became a guarantor under the Credit Agreement and entered into a Security Agreement for the benefit of the Lenders.

 

For the three months ended May 31, 2026 and May 31, 2025, the Company incurred interest expense of $152,753 and $239,154, respectively, which is reflected in interest expense on the accompanying consolidated statements of income. As of the six months ended May 31, 2026 and May 31, 2025, the Company incurred interest expense of $336,169 and $462,155, respectively, which is reflected in interest expense on the accompanying consolidated statements of income. The interest rates for the RCF and Term Note as of May 31, 2026 were 0% and 6.86%, respectively. The interest rates for the RCF and Term Note as of May 31, 2025 were 7.57% and 7.58%, respectively.

The average outstanding balance during the six months ended May 31, 2026 for the revolving line of credit was $1,223,077. The average outstanding balance during the twelve months ended November 30, 2025 for the revolving line of credit was $3,360,822.

The revolving line of credit balance as of May 31, 2026 and November 30, 2025 was $0 and $2,300,000, respectively, and is reflected on the accompanying balance sheet.

The Company incurred debt issuance costs related to the term loan in the amount of $196,501 which is recorded as a direct reduction of the carrying amount of the note payable and amortized over the life of the loan. As of the three months ended May 31, 2026 and May 31, 2025, $5,109 and $5,219, respectively, of the debt issuance costs were amortized and are reflected in interest expense on the accompanying consolidated statements of income. As of the six months ended May 31, 2026 and May 31, 2025, $10,245 and $10,465, respectively, of the debt issuance costs were amortized and are reflected in interest expense on the accompanying consolidated statements of income.

The Credit Agreement contains customary affirmative and negative covenants, including requirements that the Company maintain (i) a leverage ratio of no more than 3.50 to 1.00 and (ii) a debt service coverage ratio of not less than 1.25 to 1.00, each determined as of the last day of each fiscal quarter for the four-fiscal-quarter period then ended.

As of May 31, 2026 and November 30, 2025, the note payable obligation was as follows:

 

 

 

May 31, 2026

 

 

November 30, 2025

 

Note payable - Susser

 

$

8,394,265

 

 

$

8,481,125

 

Unamortized debt issuance costs - Susser

 

 

(117,100

)

 

 

(127,345

)

Net note payable

 

$

8,277,165

 

 

$

8,353,780

 

Current portion of note payable

 

$

195,135

 

 

$

183,650

 

Long-term note payable, net of debt issuance costs

 

 

8,082,030

 

 

 

8,170,130

 

Total

 

$

8,277,165

 

 

$

8,353,780

 

 

Future principal payments under the note payable obligation are as follows:

 

Years ending May 31:

 

Amount

 

2027

 

$

195,135

 

2028

 

 

207,586

 

2029

 

 

220,485

 

2030

 

 

234,610

 

2031

 

 

249,645

 

Thereafter

 

 

7,286,804

 

Less: Unamortized debt issuance costs

 

 

(117,100

)

Total

 

$

8,277,165

 

 

Interest expense on the note payable for the three and six months ended May 31, 2026 and 2025 was as follows:

 

 

 

For the three months ended

 

 

For the six months ended

 

 

 

May 31, 2026

 

 

May 31, 2026

 

Interest expense on notes payable

 

$

152,753

 

 

$

336,169

 

Debt issuance costs

 

 

5,109

 

 

 

10,245

 

Total interest expense

 

$

157,862

 

 

$

346,414

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended

 

 

For the six months ended

 

 

 

May 31, 2025

 

 

May 31, 2025

 

Interest expense on notes payable

 

$

239,154

 

 

$

462,155

 

Debt issuance costs

 

 

5,219

 

 

 

10,465

 

Total interest expense

 

$

244,373

 

 

$

472,620