Cryo-Cell International, Inc. (OTCPK:CCEL) entered into an asset purchase agreement to acquire specified assets of Prepacyte®-CB cord blood business from CytoMedical Design Group LLC for $2.4 million on June 11, 2015. The agreement requires Cryo-Cell to pay up to $2.4 million plus a cash payment equal to the value of the inventory on June 30, 2015, less any prepayment made by Cryo-Cell to CytoMedical. The purchase price is subject to the potential adjustments. Cryo-Cell will also assume liabilities used in CytoMedical's Prepacyte®-CB cord blood business. Cryo-Cell shall pay $0.44 million on closing date and $0.44 million shall be paid no later than 5 calendar days after September 30, 2015, $0.22 million shall be paid on September 30, 2015, $1.3 million shall be paid pursuant to the terms set forth in the promissory note.

The transaction is subject to conditions including consent of BioE, LLC to the assignment of the BioE License to CytoMedical, non-competition and non-solicitation agreement, due diligence, security agreement. The transaction is expected to be consummated on or before June 30, 2015. Patrick J. Kelly of Fredrikson & Byron, P.A. acted as legal advisor for CytoMedical. Julio C. Esquivel of Shumaker, Loop & Kendrick, LLP acted as legal advisor for Cryo-Cell.

Cryo-Cell International, Inc. (OTCPK:CCEL) completed the acquisition of specified assets of Prepacyte®-CB cord blood business from CytoMedical Design Group LLC for $2.9 million on June 30, 2015. The purchase price was $2.4 million, plus the value of inventory, comprised of $1.55 million in cash and assumed liabilities of CytoMedical less any prepayment made by Cryo-Cell International to CytoMedical ($0.97 million at closing and $0.59 million on or before September 30, 2015) and a note payable to CytoMedical in the amount of $1.3 million. As part of the closing, Cryo-Cell paid $0.86 million as required per the disbursement of funds schedule and a prepayment for inventory of $0.1 million paid by Cryo-Cell International to CytoMedical during the second quarter of fiscal 2015 was applied to the purchase. On September 30, 2015, $0.66 million was due to be paid to CytoMedical. A portion of the amount due on September 30, 2015 that was $0.23 million was contingent on the number of Cryo-Cell's new clients choosing to have their umbilical cord blood processed using the Prepacyte-CB product during the months of July, August and September, 2015. This amount was reduced to $0.15 million. On September 30, 2015, Cryo-Cell paid $0.59 million in accordance with the agreement.