UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant: ☒
Filed by a Party other than the Registrant: ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant under § 240.14a-12
CRYO-CELL INTERNATIONAL, INC.
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Rate Rules 14a-6(i))1) and 0-11 |
PROXY STATEMENT
CRYO-CELL INTERNATIONAL, INC.
700 BROOKER CREEK BOULEVARD
SUITE 1800
OLDSMAR, FLORIDA 34677
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on October 21, 2025
Important Notice Regarding the Availability of Proxy Materials for the
Annual Stockholder Meeting to be held October 21, 2025
The Proxy Statement and our 2024 Annual Report on Form 10-K are available on the Internet at http:// www.proxydocs.com/CCEL
To the Stockholders of Cryo-Cell International, Inc.:
Notice is hereby given that the 2025 Annual Meeting of the Stockholders of Cryo-Cell International, Inc. (the “Company”) will be held on Tuesday, October 21, 2025 at 11:00 a.m., local time, at Cryo-Cell International, Inc., 700 Brooker Creek Blvd., Suite 1800, Oldsmar, Florida 34677. The Annual Meeting is called for the following purposes:
1 To consider for election four individuals named in the attached proxy statement to the Company’s Board of Directors;
2 To ratify the appointment of Wipfli LLP as our independent registered public accountants for the fiscal year ending November 30, 2025;
3 To consider and approve a non-binding advisory resolution regarding the compensation of the Company’s named executive officers; and
4 To consider and take action upon such other matters as may properly be brought before the meeting or any postponements or adjournments thereof by or at the direction of the Board of Directors.
The close of business on September 15, 2025, has been fixed as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting.
A proxy for the Annual Meeting is enclosed with this Notice of Annual Meeting of Stockholders and the accompanying Proxy Statement. You are requested to complete and return the accompanying proxy card, which is solicited by the Company’s Board of Directors, in the enclosed envelope, or submit a proxy via the Internet or telephone, to be sure that your shares will be represented and voted at the Annual Meeting. The enclosed proxy card contains instructions on submitting a proxy via the Internet or telephone or, if your shares are registered in the name of a broker or bank, your broker or bank will provide instructions, including as to providing voting instructions over the Internet or by telephone.
It is important that your shares be represented at the Annual Meeting, regardless of the number of shares you hold or whether you plan to attend the Annual Meeting in person. I urge you to read the accompanying Proxy Statement and submit a proxy for your shares as soon as possible.
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By Order of the Board of Directors, |
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David Portnoy |
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Chairman and Co-Chief Executive Officer |
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Dated: September 26, 2025 |
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Ability of Stockholders to Communicate with the Board of Directors |
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PROX Y STATEMENT
CRYO-CELL INTERNATIONAL, INC.
This Proxy Statement is furnished to the stockholders of Cryo-Cell International, Inc. (the “Company”) in connection with the Annual Meeting of Stockholders and any adjournments or postponements thereof (the “Annual Meeting”). The Annual Meeting will be held at Cryo-Cell International, Inc., 700 Brooker Creek Blvd., Suite 1800, Oldsmar, Florida 34677, on October 21, 2025 at 11:00 a.m., local time.
This Proxy Statement and the Notice of Annual Meeting of Stockholders are being provided to stockholders beginning on or about September 26, 2025. A copy of the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2024 accompanies this Proxy Statement. The Company, a Delaware corporation, has its principal executive offices at 700 Brooker Creek Blvd., Suite 1800, Oldsmar, Florida 34677.
The Annual Meeting is being held for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.
Stockholders Entitled to Vote
Only holders of record of our shares of common stock at the close of business on September 15, 2025 are entitled to notice of and to vote at the Annual Meeting and at any adjournments or postponements of the Annual Meeting. Each share entitles its holder to one vote on each matter presented at the Annual Meeting. The holders of one-third of the shares entitled to vote at the Annual Meeting must be present in person or represented by proxy in order to constitute a quorum for all matters to come before the Annual Meeting. On the record date, there were 8,062,159 shares outstanding.
Vote Required
As provided in the Company’s bylaws, directors are elected by a plurality of votes cast. This means that the four candidates receiving the highest number of “FOR” votes will be elected. In the election of directors, you may vote “FOR” or “WITHHOLD” with respect to each of the nominees. A properly executed proxy card marked “WITHHOLD” with respect to the election of a director nominee will be counted for purposes of determining if there is a quorum at the Annual Meeting but will not be considered to have been voted for or against the director nominee. Withhold votes will have no effect on the outcome of the election.
When voting on all other business matters, you may vote “FOR,” “AGAINST” or “ABSTAIN.”
Approval of each of Proposals 2, 3, and 4 requires a majority of votes cast affirmatively or negatively at a meeting by the holders of shares entitled to vote thereon.
Broker non-votes and abstentions will have no effect on the outcome of the vote on Proposals 1 through 4. Broker non-votes do not count as a vote cast. The Company’s bylaws provide that directors shall be elected by a plurality of the votes cast and that all other corporate action to be taken by vote of the stockholders shall be authorized by a majority of votes cast affirmatively or negatively at a meeting of stockholders by the holders of shares entitled to vote thereon. Proposal 2, regarding the ratification of auditors, is considered routine, so that there likely will be no “broker non votes” on such Proposal.
As to Proposal 3, the advisory, non-binding resolutions with respect to our executive compensation as described in this Proxy Statement, while these votes are required by law, they will neither be binding on the Company or the Board of Directors, nor will they create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on, the Company or the Board of Directors.
No proposals other than those identified on the Notice of Annual Meeting of Stockholders were submitted to the Company pursuant to the advance notice provisions of the Company’s bylaws. Thus, any other proposals raised at the Annual Meeting, other than procedural matters raised by the Chairman of the Annual Meeting, will be ruled out of order. Proposal 2, regarding the ratification of auditors, is considered routine, so that there likely will be no “broker non votes” on such Proposal.
How to Vote
Your vote is very important to the Board no matter how many shares of Common Stock you own. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares today.
If You Are a Record Holder of Common Stock
If you are a record holder of Common Stock (including unvested restricted stock), you may vote your shares either by submitting a proxy in advance of the Annual Meeting or by voting in person at the Annual Meeting. By submitting a proxy, you are legally authorizing another person to vote your shares on your behalf. We urge you to use the enclosed proxy card to vote FOR the Board’s nominees and FOR Proposals 2, 3 and 4. If you submit the executed proxy card which accompanies this proxy statement, but you do not indicate how your shares are to be voted, then your shares will be voted in accordance with the Board’s recommendations set forth in this Proxy Statement. In addition, if any other matters are brought before the Annual Meeting (other than the Proposals contained in this Proxy Statement), then the individuals listed on the proxy card will have the authority to vote your shares on those other matters in accordance with their discretion and judgment.
Whether or not you plan to attend the Annual Meeting, we urge you to promptly submit a proxy by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you later decide to attend the Annual Meeting and vote in person, that vote will automatically revoke any previously submitted proxy.
If You Hold Your Shares in “Street Name”
If you hold your shares in “street name,” i.e., through a bank, broker or other holder of record (a “custodian”), your custodian is required to vote your shares on your behalf in accordance with your instructions. Please note that if you intend to vote your street name shares in person at the Annual Meeting, you must provide a “legal proxy” from your custodian at the Annual Meeting.
Under applicable rules, brokers who hold shares in “street name” for customers (including securities like our Common Stock) have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are precluded from exercising their voting discretion with respect to matters deemed “non-routine,” including any director election, contested matter or other matter that may substantially affect the rights and privileges of stockholders. As a result, absent specific instructions from the beneficial owner of such shares, brokers are not empowered to vote those shares on “non-routine” matters, which are referred to generally as “broker non-votes.” Proposal 2, regarding the ratification of auditors, is considered routine, so that there will be no “broker non votes” on such Proposal. Broker non-votes will have no effect on the outcome of Proposals 1, 3, and 4.
Broker non-votes and abstentions will have no effect on the outcome of the vote on Proposals 1 through 4. Broker non-votes do not count as a vote cast. The Company’s bylaws provide that directors shall be elected by a plurality of the votes cast and that all other corporate action to be taken by vote of the stockholders shall be authorized by a majority of votes cast affirmatively or negatively at a meeting of stockholders by the holders of shares entitled to vote thereon. Proposal 2, regarding the ratification of auditors, is considered routine, so that there will be no “broker non votes” on such Proposal.
Proxy Revocability
Any proxy given pursuant to this solicitation is revocable at any time prior to the voting at the Annual Meeting by (1) delivering written notice to the Secretary of the Company, (2) submitting a later dated proxy, or (3) attending the Annual Meeting and voting in person.
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PROPOSAL 1 - ELECTION OF DIRECTORS
The Board has four nominees for election at the Annual Meeting. Each of the nominees named below is currently a director of the Company. If elected, each of the four directors will hold office until the next annual meeting of stockholders and until his or her successor is elected and qualified, or as otherwise provided by the Company’s bylaws or by Delaware law. Each person nominated for election has consented to being named in this proxy statement and has agreed to serve if elected. The Board does not believe that any nominee will be unable to serve.
Nominees for Election of Director
The name, age, principal occupation and other information concerning each current nominee for election as a director are set forth below:
David I. Portnoy , age 62, Chairman and Co-Chief Executive Officer. Mr. Portnoy has served as Chairman of the Board and Co-Chief Executive Officer of the Company since August 2011. Since 2002, Mr. Portnoy has served as Chairman of the Board of Directors of Partner-Community, Inc., which provides software and hardware integration solutions to telecommunication companies and which was awarded the Verizon 2010 Supplier Recognition Award for Outstanding Performance. Mr. Portnoy provided the initial venture capital to Waves Audio Ltd, a leading audio technology company. Mr. Portnoy graduated Magna Cum Laude in 1984 from The Wharton School of Finance at the University of Pennsylvania where he earned a Bachelor of Science Degree in Economics with a joint major in finance and accounting. David I. Portnoy is the brother of Mark L. Portnoy, Co-Chief Executive Officer of the Company. We believe that Mr. Portnoy’s knowledge of the Company having served as its Co-Chief Executive Officer assists the Board with its oversight of the strategic plan of the Company. Additionally, we believe that Mr. Portnoy’s financial and business experiences provide the Board with general business acumen.
Mark L. Portnoy , age 61, Co-Chief Executive Officer. Mr. Portnoy served as a director from August 2011 through September 2020 and has served as Co-Chief Executive Officer since August 2011. Additionally, since 2002 and 2007, Mr. Portnoy has served on the boards of directors of Partner-Community, Inc. and uTIPu Inc., a private Internet-based business, respectively. Mr. Portnoy has been engaged in managing his personal investments since April 1997. From January 1995 to April 1997, Mr. Portnoy was employed at Strome, Susskind Investments as its Chief Fixed Income Trader. From March 1986 until November 1991, Mr. Portnoy was employed at Donaldson, Lufkin Jenrette Securities Corp. as a Fixed Income Arbitrage Trader, with a trading portfolio ranging in size from $1 billion to $7 billion. In addition to the finance experience, Mr. Portnoy’s experience includes negotiating contracts for National Basketball Association (NBA) players totaling approximately $30 million. Mr. Portnoy graduated Phi Beta Kappa from the University of North Carolina at Chapel Hill with a degree in Economics in December 1985. Mark L. Portnoy is the brother of David I. Portnoy, Chairman of the Board and Co-Chief Executive Officer of the Company.
Harold D. Berger , age 61, has served as a director since August 2011. Mr. Berger is a certified public accountant and has served in that capacity at the accounting firm he established in 2005. Prior to opening his own accounting practice in 2005, Mr. Berger was an equity partner with Habif, Arogeti Wynne, LLP, an accounting firm based in Atlanta, Georgia. Over the past 25 years, Mr. Berger also has served on boards for a variety of charitable organizations. Mr. Berger currently serves as Treasurer and Executive Committee Member of the Holly Lane Foundation (f/k/a The Gatchell Home, Inc.), as Director and Finance committee member of the Jewish Educational Loan Fund, Inc., and as Director and financial adviser to The Atlanta Group Home Foundation, Inc. Mr. Berger graduated in December 1987 from the University of Texas at Austin with a master’s degree in Professional Accounting. Mr. Berger is a member of the American Institute of Certified Public Accountants (AICPA) and the Georgia Society of Certified Public Accountants (GSCPA). We believe that Mr. Berger’s years of experience as an auditor and accountant, including expertise in financial accounting, provides the Board and the Audit Committee of the Board with valuable financial and accounting experience.
Daniel Mizrahi , age 51, has served as a director since September 2021. Since 2012, Mr. Mizrahi has served as CEO of Power Tech, S.A. an overseas company serving over 3,000 retail clients in the Central America region. From 2008-2012, Mr. Mizrahi was the Director of Purchasing for Cohesa, S.A. – Toolcraft, one of the largest tool companies in Mexico with a purchase budget of approximately $60 million per year. From 2003-2008, Mr. Mizrahi served as Property Manager for Maayan, LLC, which represented a group of foreign investors in the acquisition and management of real estate properties in Florida with over 500 residential units. Over the last 10 years, Mr. Mizrahi has, at times, provided consulting services to Cryo-Cell relating to its Central and South American affiliates and also with regard to the international outsourcing of medical products and marketing materials. We believe that Mr. Mizrahi’s experience provides the Board with general business acumen and an increased ability to effectively oversee and assess management’s execution of the Company’s strategic business plan.
OUR BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” EACH OF DAVID PORTNOY, MARK PORTNOY, HAROLD BERGER AND DANIEL MIZRAHI BY EXECUTING AND RETURNING THE ENCLOSED PROXY CARD OR VOTING BY ONE OF THE OTHER WAYS INDICATED THEREON. PROXIES SOLICITED BY THE BOARD WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY OTHERWISE.
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Other Executive Officers
Biographical information regarding the Company’s executive officers who are not or will not be directors of the Company after the Annual Meeting is set forth below:
Jill Taymans , age 56, is the Company’s Vice President, Finance and Chief Financial Officer. Ms. Taymans joined the Company in April 1997 serving initially as Controller and was appointed Chief Financial Officer in May 1998. Ms. Taymans graduated from the University of Maryland in 1991 with a BS in Accounting. She has worked in the accounting industry for over 35 years in both the public and private sectors. Prior to joining the Company, she served for three years as Controller for a telecommunications company.
Oleg Mikulinsky, age 51, is the Company’s Chief Information Officer. Mr. Mikulinsky has served as Cryo-Cell’s Chief Information Officer since March 2012. Mr. Mikulinsky is a software technologist and serial entrepreneur. He has been a founding member of several software enterprises and most recently served as Chief Technology Officer of Partner-Community, Inc. and Chief Technology Officer at uTIPu Inc. from 2007 to 2009. Before that, Mr. Mikulinsky served as the Director of Enterprise Architecture at WebLayers, Inc., where he defined enterprise architecture best practices for companies like ATT and Defense Information’s Systems Agency (DISA), as well as for many major banking institutions. He contributed to the development of international systems interoperability standards at OASIS-OPEN.ORG and WS-I.ORG. Prior to starting his professional career as a software engineer in the United States, Mr. Mikulinsky studied radio electronics at the Bauman Moscow State Technical University (BMSTU), Russia.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The business and affairs of the Company are managed under the direction of the board of directors. Currently, the size of the board of directors is set at four. Each director is elected to hold office for a period of one year or until his or her successor is elected. The Company does not have a policy regarding director attendance at annual meetings of stockholders, although directors are requested to attend these meetings absent unavoidable consequences. Each director of the Company then in office attended the 2024 Annual Meeting of Stockholders.
The board of directors held eight meetings during the fiscal year ended November 30, 2024, and each of the directors then in office, attended at least 75% of the regularly scheduled meetings of the board and the committees of the board of which the director was a member. The committees established by the board of directors include the following:
Audit Committee
The current members of the Audit Committee are Messrs. Berger (Chairman) and Mizrahi. The Audit Committee is comprised entirely of non-employee, independent members of the board of directors and operates under a written charter adopted by the board of directors, which is available on the Company’s website at www.cryo-cell.com . The charter sets out the responsibilities, authority and specific duties of the Audit Committee. In addition, the charter specifies the structure and membership requirements of the committee, as well as the relationship of the Audit Committee to the independent auditors and management of the Company.
The Audit Committee assists the board of directors in fulfilling its oversight responsibilities by reviewing the Company’s internal control systems, audit functions, financial reporting processes, the audit of the Company’s financial statements and methods of monitoring compliance with legal and regulatory matters. In performing these functions, the Audit Committee meets periodically with the independent auditors and management to review their work and confirm that they are properly discharging their respective responsibilities. In addition, the Audit Committee appoints and the full board of directors ratifies the Company’s independent auditors. The Audit Committee met four times during the last fiscal year. The members of the Audit Committee are deemed independent as defined in Rule 803 of the NYSE American Company Guide and Rule 10A-3 under the Securities Exchange Act of 1934.
The board of directors has determined that each of the Audit Committee members is able to read and understand fundamental financial statements. In addition, the board of directors has determined that Audit Committee member Mr. Harold Berger is an “Audit Committee financial expert” as that term is defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Exchange Act of 1934. Mr. Berger’s relevant experience includes his current position as partner at his own accounting practice and his prior position as an equity partner with Habif, Arogeti Wynne, LLP, an accounting firm based in Atlanta, Georgia. In addition, Mr. Berger has a Master’s Degree in Professional Accounting from the University of Texas at Austin.
Compensation Committee
The current members of the Compensation Committee are Messrs. Mizrahi (Chairman) and Berger. The primary function of the Compensation Committee is to establish and oversee the Company’s compensation policies and programs, which determines management and executive compensation benefits. The Compensation Committee is also responsible for the administration of the Company’s incentive and stock option plans and is the approving authority for management recommendations with respect to option grants. The Compensation Committee met one time during the last fiscal year. The Compensation Committee is comprised entirely of
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non-employee, independent members of the board of directors and operates under a written charter adopted by the board of directors which is available on the Company’s website at www.cryo-cell.com . The charter sets out the responsibilities, authority and specific duties of the Compensation Committee.
Governance Committee
The current members of the Governance Committee are and Messrs. Berger (Chairman) and Mizrahi. The primary focus of the Governance Committee is on the composition and operation of the Company’s board of directors. The committee provides assistance to the board of directors in the areas of membership selection, committee selection and rotation practices, evaluation of the overall effectiveness of the board of directors, and review and consideration of developments in corporate governance practices. The committee’s goal is to assure that the composition, practices and operation of the board of directors contribute to value creation and effective representation of the Company’s stockholders.
The Governance Committee has adopted a charter which is available on the Company’s website at www.cryo-cell.com . The charter does not, however, cover the procedures for director nominations made by our board of directors.
Nominating Committee
The current members of the Nominating Committee are Messrs. Berger (Chairman) and Mizrahi. The Nominating Committee evaluates the Company’s board of directors and examines the skills and characteristics required of board candidates. The nominating committee does not have a charter.
Director Independence and Board Leadership Structure
The Board determined that the following existing directors are independent, as independence is defined in Section 303A Corporate Governance Standards the NYSE Listed Company Manual, which we choose to follow: Harold Berger and Daniel Mizrahi.
Mr. David Portnoy serves as our Chairman of the Board. Mr. David Portnoy also serves as Co-Chief Executive Officer of the Company along with Mr. Mark Portnoy, who is the brother of David Portnoy. Messrs. Portnoy and Portnoy have served in these positions since August 2011.
The Board of Directors has an active role, as a whole and also at the committee level, in overseeing management of the Company’s risks. The Board of Directors reviews information regarding the Company’s financial position, liquidity and operations, as well as the risks associated with each. The Compensation Committee is responsible for overseeing the management of risks relating to the Company’s executive compensation plans and arrangements. The Audit Committee oversees potential conflicts of interest. The Governance and Nominating Committees review the Board’s leadership structure to ensure that it is most appropriate for the Company. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors is regularly informed about such risks.
Director Nomination Process
When a directorship becomes vacant, or the board otherwise determines that an individual should be recruited for possible nomination to the board, the Governance and Nominating Committees, in consultation with the Company’s Co-Chief Executive Officers, will prepare a profile of a candidate expected to provide the most meaningful contribution to the board as a whole. The Nominating Committee will generally consider all of the following: (a) the candidate’s skills, experience and other relevant biographical information, (b) the candidate’s general interest in serving a public corporation, (c) the candidate’s ability to attend board and committee meetings, and (d) any potential concerns regarding independence or conflicts of interest. Following the initial screening, if the Nominating Committee approves a candidate for further review, the Nominating Committee will establish an interview process for the candidate. It is expected that a majority of the members of the Nominating Committee, along with the Company’s Co-Chief Executive Officers, would interview each candidate. At the same time, the Nominating Committee, assisted by the Company’s legal counsel, will conduct a comprehensive conflicts-of-interest assessment for the candidate. The Nominating Committee will then consider reports of the interviews and the conflicts-of-interest assessment and determine whether to recommend the candidate to the full board of directors. Management representatives designated by the Nominating Committee or a search firm selected by the Nominating Committee may assist the process. Any nominee recommended by a stockholder would be subject to the same process.
The Governance and Nominating Committees will consider director-nominees submitted by stockholders. Any stockholder recommendation should be submitted in writing to the Company in care of the Corporate Secretary at 700 Brooker Creek Boulevard, Suite 1800, Oldsmar, Florida 34677, along with the written consent of such nominee to serve as a director if so elected. Any such recommendation by a stockholder shall be referred to the Nominating Committee, and the Nominating Committee, in consultation with the Company’s Co-Chief Executive Officers, will review the nomination in accordance with the Company’s certificate of incorporation,
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bylaws and applicable laws and regulations. The Nominating Committee considers general business experience, industry experience, experience as a director of other companies, probable tenure if elected and other factors as relevant in evaluating director-nominees.
According to the Company’s bylaws, only persons nominated in accordance with the following procedures shall be eligible for election as directors at an annual stockholders meeting. Nominations of persons for election as directors at an annual meeting of stockholders may be made by or at the direction of the board of directors or by any stockholders of record in the manner described below. For a nomination to be properly made by a stockholder, the stockholder must be a stockholder of record at the time of the giving of notice and must give written notice to the Company’s Corporate Secretary so as to be received at the principal executive offices of the Company not more than 90 days and no less than 60 days before the first anniversary of the date on which the Company mailed its proxy materials for the preceding year’s annual meeting, except that if the date of the Annual Meeting has been changed by more than 30 days from the date of the anniversary of the proceeding year’s annual meeting, such notice must be so received no later than the later of the 90 th day prior to such annual meeting or the 10 th day after the date on which public disclosure of the date of such meeting is first made. The public disclosure of an adjournment of an annual meeting will not commence a new time period for the giving of a timely stockholder notice. Each such notice shall set forth:
This description of the procedures that must be followed by a stockholder in order to nominate a person for election to the board of directors at an annual meeting of stockholders is not complete and is qualified in its entirety by Article II, Section 10 of the Company’s Bylaws, a copy of which, as amended, is attached as Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on December 11, 2018.
Composition of Board and Vacancies
According to the Company’s bylaws, the number of the directors of the Company is to be established by the Board of Directors from time to time, and, from time to time, the number of directors may be increased or decreased by a majority vote of the Board of Directors. Pursuant to the Company’s bylaws, any vacancy in the Board of Directors resulting from an increase in the number of directors shall be filled for the unexpired portion of the term by the majority vote of the remaining directors, though less than a quorum, at any regular meeting or special meeting of the Board called for that purpose. If at any time a vacancy would otherwise exist on the Board of Directors resulting from death, resignation or removal of a director, the number of directors shall be automatically decreased accordingly so that such vacancy no longer exists.
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Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our officers, directors and persons who are the beneficial owners of more than 10% of our common stock to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock. Officers, directors and beneficial owners of more than 10% of our common stock are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of the copies of the Forms 3, 4 and 5 and amendments thereto, we believe that all such forms were filed on a timely basis.
Ability of Stockholders to Communicate with the Board of Directors
The Company’s board of directors has established several means for our stockholders to communicate with the board of directors. If a stockholder has a concern regarding the Company’s financial statements, accounting practices or internal controls, the concern should be submitted in writing to the Company’s Audit Committee, in care of the Corporate Secretary, at the Company’s headquarters address. If the concern relates to the Company’s governance practices, business ethics or corporate conduct, the concern should be submitted in writing to the Chairman of the Board, in care of the Corporate Secretary, at the Company’s headquarters address. All stockholder communications will be sent to the applicable director(s).
PROPOSAL 2 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
Wipfli LLP (“Wipfli”) served as our independent registered public accounting firm for the fiscal year ended November 30, 2024 and has been appointed to serve in that capacity in fiscal 2025. We anticipate that a representative of Wipfli will be available at the Annual Meeting to respond to questions and make a statement if they desire to do so.
At the Annual Meeting, our stockholders will be asked to ratify the selection of Wipfli as our independent registered public accountants for the fiscal year ending November 30, 2025. Although there is no requirement that we submit the appointment of independent registered public accountants to stockholders for ratification, we believe that it is good corporate practice to do so. Even if the appointment is ratified, however, the Audit Committee of our board of directors may, in its discretion, direct the appointment of different independent registered accountants during the year, if the Audit Committee determines such a change would be in our best interests.
Vote Required and Board Recommendation
Approval of this Proposal requires a majority of votes cast affirmatively or negatively at a meeting by the holders of shares entitled to vote thereon. Broker non-votes and abstentions will have no effect on the outcome of the vote on such Proposals because they do not count as a vote cast. However, because the ratification of auditors is considered routine, there likely will be no “broker non votes” on this Proposal.
Our board of directors recommends you vote “FOR” ratification of the appointment of Wipfli as our independent registered public accountants. Unless otherwise instructed, validly executed proxies will be voted “FOR” this resolution.
Fees to Independent Auditors
The following table presents fees for professional audit services rendered by Wipfli for the audit of the Company’s financial statements for the fiscal year ended November 30, 2024 and November 30, 2023, and tax services rendered by Wipfli for fiscal year ended November 30, 2024 and November 30, 2023.
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2023 |
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Audit Fees |
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285,387 |
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270,632 |
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Audit Related Fees |
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6,000 |
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— |
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Tax Fees |
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70,000 |
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65,209 |
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Other |
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Total |
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361,387 |
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335,841 |
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Audit Fees
Audit fees consisted of fees billed by our principal accountants for professional services rendered for the audit of the Company’s annual financial statements set forth in the Company’s Annual Report on Form 10-K for the fiscal years ended November 30, 2024 and November 30, 2023 as well as assistance with and review of documents filed with the SEC.
Audit related fees consisted of fees billed for professional services rendered by our principal accountants during the fiscal years ended November 30, 2024 and November 30, 2023 related primarily to the Company's registration statement.
Tax Fees
Tax fees consisted of the aggregate fees billed by our principal accountants for professional services rendered for tax compliance, tax advice and tax planning for the fiscal years ended November 30, 2024 and November 30, 2023.
Other Fees
The Company did not incur other fees by our principal accountants for the fiscal years ended November 30, 2024 and November 30, 2023.
The policy of the Company’s audit committee is to review and pre-approve both audit and non-audit services to be provided by the independent auditors (other than with de minimis exceptions permitted by the Sarbanes-Oxley Act of 2002). This duty may be delegated to one or more designated members of the audit committee with any such approval reported to the committee at its next regularly scheduled meeting. All of the fees described above under the captions “Audit-Related Fees”, “Tax Fees” and “Other Fees” and paid to Wipfli were pre-approved by the audit committee.
No services in connection with appraisal or valuation services, fairness opinions or contribution-in-kind reports were rendered by Wipfli. Furthermore, no work of Wipfli with respect to its services rendered to the Company was performed by anyone other than Wipfli
REPORT OF THE AUDIT COMMITTEE
The Audit Committee reports to and acts on behalf of the board of directors by providing oversight of the financial management, independent auditors and financial reporting procedures of the Company. The Company’s management is responsible for preparing the Company’s financial statements and the independent auditors are responsible for auditing those financial statements. The Audit Committee is responsible for overseeing the conduct of these activities by the Company’s management and the independent auditors.
In this context, the committee has met and held discussions with management and Wipfli. Management represented to the committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the committee has reviewed and discussed the consolidated financial statements with management and the independent auditors.
The committee has discussed with the independent auditors matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees), as amended. In addition, the Audit Committee received the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and the committee and the independent auditors have discussed the auditors’ independence from the Company and its management, including the matters in those written disclosures. The committee has discussed with the Company’s independent auditors, with and without management present, their evaluation of the Company’s internal accounting controls and the overall quality of the Company’s financial reporting.
In reliance on the reviews and discussions with management and the independent auditors referred above, the Audit Committee recommended to the board of directors, and the board of directors approved, the inclusion of the audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2024, for filing with the Securities and Exchange Commission.
Harold Berger (Chairman) Daniel Mizrahi
8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial ownership of our common stock as of September 15, 2025 by (i) each current director and executive officer of the Company, (ii) each director nominee of the Company, (iii) each person who is known by the Company to own beneficially more than 5% of the outstanding shares of our common stock and (iv) all current directors and executive officers of the Company as a group. Except as otherwise indicated below, each of the stockholders named in the table has sole voting and investment power with respect to their shares of common stock, except to the extent authority is shared by spouses under applicable law.
|
Name and Address of Beneficial Owner (1) |
|
Number of Shares
|
|
|
Percent of
|
|
||||||||||||||||
|
Five Percent Stockholders: |
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||||
|
Adam Fleishman Trustee of the Adam Fleishman
|
|
|
509,000 |
|
|
6.31 |
% |
|||||||||||||||
|
Duke University (4) |
|
|
409,734 |
|
|
5.08 |
% |
|||||||||||||||
|
Current directors, nominees and executive
|
|
|
|
|
|
|
||||||||||||||||
|
David Portnoy (5) |
|
|
1,851,050 |
|
|
22.45 |
% |
|||||||||||||||
|
Mark Portnoy (6) |
|
|
1,052,990 |
|
|
12.88 |
% |
|||||||||||||||
|
Harold Berger (7) |
|
|
97,201 |
|
|
1.20 |
% |
|||||||||||||||
|
Daniel Mizrahi (8) |
|
|
51,834 |
|
|
* |
|
|||||||||||||||
|
Jill Taymans (9) |
|
|
89,896 |
|
|
1.11 |
% |
|||||||||||||||
|
Oleg Mikulinsky (10) |
|
|
136,126 |
|
|
1.68 |
% |
|||||||||||||||
|
All current directors and executive officers as a
|
|
|
3,279,097 |
|
|
38.59 |
% |
|||||||||||||||
|
Name and Principal Position |
|
Year |
|
Salary
|
|
|
Bonus
|
|
|
Stock Awards
|
|
|
Option
|
|
|
Total ($) |
|
|||||
|
David Portnoy |
|
2024 |
|
$ |
721,632 |
|
|
$ |
750,000 |
|
|
$ |
— |
|
|
$ |
412,721 |
|
|
$ |
1,884,353 |
|
|
Co-Chief Executive Officer |
|
2023 |
|
$ |
700,000 |
|
|
$ |
750,000 |
|
|
$ |
— |
|
|
$ |
419,397 |
|
|
$ |
1,869,397 |
|
|
|
|
2022 |
|
$ |
620,150 |
|
|
$ |
450,000 |
|
|
$ |
— |
|
|
$ |
216,607 |
|
|
$ |
1,286,757 |
|
|
Mark Portnoy |
|
2024 |
|
$ |
556,687 |
|
|
$ |
450,000 |
|
|
$ |
— |
|
|
$ |
205,026 |
|
|
$ |
1,211,713 |
|
|
Co-Chief Executive Officer |
|
2023 |
|
$ |
540,000 |
|
|
$ |
450,000 |
|
|
$ |
— |
|
|
$ |
196,712 |
|
|
$ |
1,186,712 |
|
|
|
|
2022 |
|
$ |
494,000 |
|
|
$ |
270,000 |
|
|
$ |
— |
|
|
$ |
94,656 |
|
|
$ |
858,656 |
|
|
Jill Taymans |
|
2024 |
|
$ |
280,000 |
|
|
$ |
20,000 |
|
|
$ |
— |
|
|
$ |
22,931 |
|
|
$ |
322,931 |
|
|
Vice President Finance, Chief Financial Officer |
|
2023 |
|
$ |
234,769 |
|
|
$ |
20,000 |
|
|
$ |
— |
|
|
$ |
52,535 |
|
|
$ |
307,304 |
|
|
|
|
2022 |
|
$ |
215,000 |
|
|
$ |
12,985 |
|
|
$ |
— |
|
|
$ |
5,383 |
|
|
$ |
233,368 |
|
|
Oleg Mikulinsky |
|
2024 |
|
$ |
329,889 |
|
|
$ |
63,000 |
|
|
$ |
— |
|
|
$ |
38,061 |
|
|
$ |
430,950 |
|
|
Chief Information Officer |
|
2023 |
|
$ |
319,769 |
|
|
$ |
63,000 |
|
|
$ |
— |
|
|
$ |
49,511 |
|
|
$ |
432,280 |
|
|
|
|
2022 |
|
$ |
300,000 |
|
|
$ |
60,000 |
|
|
$ |
— |
|
|
$ |
20,363 |
|
|
$ |
380,363 |
|
|
Name |
|
|
|
Number of
|
|
|
Option
|
|
|
Option
| ||
|
David Portnoy |
|
August 30, 2019 (1) |
|
|
26,243 |
|
|
$ |
7.53 |
|
|
August 30, 2029 |
|
|
|
December 20, 2019 (1) |
|
|
23,636 |
|
|
$ |
7.28 |
|
|
December 20, 2029 |
|
|
|
April 8, 2022 (4) |
|
|
280,000 |
|
|
$ |
13.50 |
|
|
December 22, 2028 |
|
|
|
December 23, 2022 (7) |
|
|
50,000 |
|
|
$ |
4.30 |
|
|
December 23, 2027 |
|
|
|
January 3, 2023 (8) |
|
|
50,000 |
|
|
$ |
4.77 |
|
|
January 3, 2028 |
|
|
|
December 22, 2023 (1) |
|
|
50,000 |
|
|
$ |
6.47 |
|
|
December 22, 2028 |
|
Mark Portnoy |
|
August 30, 2019 (1) |
|
|
22,222 |
|
|
$ |
7.53 |
|
|
August 30, 2029 |
|
|
|
December 20, 2019 (1) |
|
|
20,000 |
|
|
$ |
7.28 |
|
|
December 20, 2029 |
|
|
|
April 8, 2022 (4) |
|
|
100,000 |
|
|
$ |
12.27 |
|
|
December 22, 2028 |
|
|
|
December 23, 2022 (7) |
|
|
25,000 |
|
|
$ |
4.30 |
|
|
December 23, 2027 |
|
|
|
January 3, 2023 (9) |
|
|
25,000 |
|
|
$ |
4.77 |
|
|
January 3, 2028 |
|
|
|
December 22, 2023 (1) |
|
|
25,000 |
|
|
$ |
6.47 |
|
|
December 22, 2028 |
|
Jill Taymans |
|
June 2, 2016 (1) |
|
|
7,500 |
|
|
$ |
3.10 |
|
|
June 3, 2026 |
|
|
|
September 23, 2020 (2) |
|
|
7,000 |
|
|
$ |
8.00 |
|
|
September 23, 2027 |
|
|
|
January 13, 2023 (6) |
|
|
20,000 |
|
|
$ |
4.62 |
|
|
January 13, 2028 |
|
|
|
December 22, 2023 (1) |
|
|
10,000 |
|
|
$ |
5.88 |
|
|
December 22, 2028 |
|
Oleg Mikulinsky |
|
May 21, 2018 |
|
|
8,000 |
|
|
$ |
7.49 |
|
|
May 21, 2028 |
|
|
|
September 4, 2019 (1) |
|
|
4,444 |
|
|
$ |
7.13 |
|
|
September 4, 2029 |
|
|
|
February 27, 2020 (1) |
|
|
1,333 |
|
|
$ |
6.55 |
|
|
February 27, 2030 |
|
|
|
September 23, 2020 (5) |
|
|
10,000 |
|
|
$ |
8.00 |
|
|
September 23, 2027 |
|
|
|
April 8, 2022 (4) |
|
|
20,000 |
|
|
$ |
12.27 |
|
|
December 22, 2028 |
|
|
|
January 3, 2023 (6) |
|
|
10,000 |
|
|
$ |
4.34 |
|
|
January 3, 2028 |
|
|
|
December 22, 2023 (1) |
|
|
10,000 |
|
|
$ |
5.88 |
|
|
December 22, 2028 |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Name |
|
Fees Earned or
|
|
|
Option
|
|
|
Total ($) |
|
|||
|
Harold Berger |
|
$ |
50,000 |
|
|
$ |
18,915 |
|
|
$ |
68,915 |
|
|
Daniel Mizrahi |
|
$ |
50,000 |
|
|
$ |
18,915 |
|
|
$ |
68,915 |
|
