Note 8 – Subsequent Events

On June 11, 2015, subsequent to the balance sheet date, the Company entered into an Asset Purchase Agreement (the “Agreement”) with CytoMedical Design Group LLC (“CytoMedical”) pursuant to which the Company will purchase specified assets and assume certain liabilities used in CytoMedical’s Prepacyte^®-CB cord blood business. The Prepacyte-CB Processing System is used in cell processing laboratories to process and store stem cells from umbilical cord blood. The Agreement requires the Company to pay an initial payment of $1,100,000 and a contingent payment of $1,300,000 plus a cash payment equal to the value of the Inventory (as defined in the Agreement) on June 30, 2015, less any prepayment made by the Company to CytoMedical. As part of the closing on July 1, 2015, Cryo-Cell paid $861,783 as required per the Disbursement of Funds Schedule in the Amended Agreement with CytoMedical, dated June 30, 2015. In addition, the Company signed a Promissory Note in the amount of $1,300,000 with CytoMedical, dated June 30, 2015. As a result of the acquisition of the Prepacyte-CB Processing System, beginning in the third quarter of 2015, our consolidated results of operations will include the results of the Prepacyte-CB Processing System. We have not completed a detailed valuation analysis necessary to determine the final fair market values of the acquired net assets of the Prepacyte-CB Processing System, and any related income tax effects and the initial accounting for the business combination is incomplete at this time. We expect to finalize the acquisition accounting related to the transaction during the fourth quarter of 2015. Pro forma financial information for the Prepacyte-CB Processing System as of June 30, 2015 and June 30, 2014 and for the periods ended December 31, 2014 and December 31, 2013 is currently unavailable. We will furnish such pro forma information pursuant to FASB and SEC guidelines when it becomes available.

On June 30, 2015, subsequent to the Company’s balance sheet date, the Company commenced a partial tender offer to purchase up to 750,000 shares of its common stock, at a price of $3.25 per share. The maximum number of shares proposed to be purchased in the tender offer represents approximately 7.76% of Cryo-Cell’s currently outstanding common shares (including shares of unvested restricted stock). On June 29, 2015, the last trading day prior to the commencement of the tender offer, the last sale price of Cryo-Cell’s shares reported on the OTCBB was $2.29 per share. The tender offer will expire on July 28, 2015. Tenders of shares of Cryo-Cell’s common stock must be made on or prior to the expiration of the tender offer and may be withdrawn at any time on or prior to the expiration of the tender offer. Only shares properly tendered and not properly withdrawn pursuant to the tender offer will be purchased. The tender offer will be financed entirely with cash on hand. Cryo-Cell reserves the right, in its sole discretion, to purchase in the tender offer, subject to applicable law, an additional number of shares not to exceed 2% of the outstanding shares without amending or extending the tender offer.