Item 1.01 Entry into a Material Definitive Agreement.

On February 17, 2023, Cryo-Cell International, Inc. ("Company") entered into a Second Amendment to the License Agreement (the "Second Amendment") with Duke, as previously disclosed in the Company's Form 10-K filed on February 28, 2023. The Second Amendment changes the license fee due to Duke. The final payment that was due on February 23, 2023 was removed and the license fee is paid in full. The Second Amendment added a new milestone payment upon FDA approval of the first licensed product comprising cord tissue derived MSC ("ctMSC") for autism spectrum disorder. The Second Amendment also added a new ctMSC milestone that the Company will open a manufacturing facility for the licensed product prior to the initiation of a Phase III clinical trial using ctMSC's. As part of the Second Amendment, on March 3, 2023, the Company entered into the Clinical Study and Research Agreement (the "Research Agreement") with Duke to provide funding to complete the Duke IMPACT Study. In consideration for the work to be performed under the Research Agreement, the Company will be obligated to make 14 equal monthly payments commencing in April 2023 and a final payment upon the submission of a draft proposed publication for peer review and delivered to the Company of the completed IMPACT Study. Duke agrees this will be no later than September 30, 2024. The Data Safety Monitoring Board for the IMPACT Study recently has determined that the trial's targeted accrual has been reached and consists of 137 patients.

Item 9.01. Financial Statements and Exhibits.



        Financial Statements of Businesses Acquired. Not Applicable.
        Pro Forma Financial Information              Not Applicable.
        Shell Company Transactions                   Not Applicable.
        Exhibits.
        Exhibit No.                                  Description
        104                                          Cover Page Interactive Data File
                                                     (the cover page iXBRL tags are
                                                     embedded within the Inline XBRL
                                                     document)



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