Cryo Cell International Inc 10-Q for FY2023 Q3

Cryo Cell International Inc (CCEL)

10-Q 2023-10-12 For: 2023-08-31

Added on April 06, 2026

About this 10-Q

Cryo Cell International Inc filed this 10-Q on October 12, 2023, covering the quarter ended August 31, 2023 (FY2023 Q3).

Headline figures

Quarter ended August 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $7.87M; up 2.5% from $7.68M a year earlier
Net income: $680.56K; up 45.8% from net income of $466.82K a year earlier
Diluted EPS: $0.08; up 33.3% from $0.06 a year earlier

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	PAGE
PART I - FINANCIAL INFORMATION (UNAUDITED)

Item 1. Financial Statements

Consolidated Balance Sheets	3

Consolidated Statements of Income	4

Consolidated Statements of Cash Flows	5

Consolidated Statements of Stockholders’ Deficit	6

Notes to Consolidated Financial Statements	7

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	28

Item 3. Quantitative and Qualitative Disclosures about Market Risk	36

Item 4. Controls and Procedures	37

PART II - OTHER INFORMATION	38

Item 1. Legal Proceedings	38

Item 1A. Risk Factors	38

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	50

Item 3. Defaults Upon Senior Securities	50

Item 4. Mine Safety Disclosures	50

Item 5. Other Information	50

Item 6. Exhibits	51

SIGNATURES	52


	(Unaudited)
	August 31,			November 30,
	2023			2022
ASSETS
Current Assets
Cash and cash equivalents	$	583,996		$	1,703,958
Marketable securities		623,489			17,620
Accounts receivable (net of allowance for
doubtful accounts of $3,757,884 and $3,528,119, respectively)		6,437,644			6,043,941
Prepaid expenses		719,007			566,557
Inventory, current portion		1,062,859			851,230
Swap contract		58,757			—
Other current assets		450,617			426,879
Total current assets		9,936,369			9,610,185
Property and Equipment-net		18,836,456			13,603,115
Other Assets
Investment - Tianhe stock		308,000			308,000
Duke license agreement		12,970,447			13,691,028
Intangible assets, net		1,391,026			1,463,312
Inventory, net of current portion		8,836,287			9,275,344
Goodwill		1,941,411			1,941,411
Deferred tax assets		13,742,399			13,742,399
Operating lease right-of-use asset		1,107,171			606,034
Deposits and other assets, net		726,800			647,226
Total other assets		41,023,541			41,674,754
Total assets	$	69,796,366		$	64,888,054
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Current Liabilities
Accounts payable	$	2,785,459		$	1,605,301
Accrued expenses		1,774,456			3,585,810
Note payable		162,659			150,527
Line of credit		2,722,728			2,272,728
Current portion of operating lease liability		221,062			297,691
Current portion of Duke license agreement liability		1,200,000			1,983,036
Deferred revenue		9,696,530			9,586,327
Total current liabilities		18,562,894			19,481,420
Other Liabilities
Deferred revenue, net of current portion		39,966,150			36,000,059
Contingent consideration		1,030,050			1,162,704
Note payable, net of current portion and debt issuance costs		8,468,312			8,579,875
Operating lease long-term liability		910,123			313,298
Long-term liability - revenue sharing agreements		875,000			875,000
Total other liabilities		51,249,635			46,930,936
Total liabilities		69,812,529			66,412,356
Commitments and contingencies (Note 9)		—			—
Stockholders' Deficit
Preferred stock ($.01 par value, 500,000 authorized and none issued and outstanding)		—			—
Series A Junior participating preferred stock ($.01 par value, 20,000 authorized and none issued and outstanding)		—			—
Common stock ($.01 par value, 20,000,000 authorized; 14,849,246 issued and 8,286,785 outstanding as of August 31, 2023 and 14,848,001 issued and 8,500,511 outstanding as of November 30, 2022)		148,492			148,480
Additional paid-in capital		43,236,194			42,597,380
Treasury stock, at cost		(23,431,685	)		(22,632,649	)
Accumulated deficit		(19,969,164	)		(21,637,513	)
Total stockholders' deficit		(16,163	)		(1,524,302	)
Total liabilities and stockholders' deficit	$	69,796,366		$	64,888,054


	For the Three Months Ended						For the Nine Months Ended
	August 31,			August 31,			August 31,			August 31,
	2023			2022			2023			2022
Revenue:
Processing and storage fees	$	7,862,949		$	7,522,134		$	23,006,164		$	22,159,702
Public banking revenue		4,383			137,825			398,896			337,405
Product revenue		2,543			21,000			61,920			75,600
Total revenue		7,869,875			7,680,959			23,466,980			22,572,707
Costs and Expenses:
Cost of sales		2,156,187			2,348,755			6,366,737			6,653,497
Selling, general and administrative expenses		3,804,564			3,603,411			11,722,435			10,891,951
Change in fair value of contingent consideration		122,671			412,307			(65,154	)		259,769
Research, development and related engineering		344,132			80,272			727,648			308,388
Depreciation and amortization		281,277			281,903			843,201			839,995
Total costs and expenses		6,708,831			6,726,648			19,594,867			18,953,600
Operating Income		1,161,044			954,311			3,872,113			3,619,107
Other Income (Expense):
Gains (losses) on marketable securities		93,386			(11,627	)		100,082			(38,457	)
Gain on interest rate swap		282,731			62,835			58,757			62,835
Other income		102			796			3,436			923
Interest expense		(469,642	)		(365,349	)		(1,405,825	)		(947,968	)
Total other income (expense)		(93,423	)		(313,345	)		(1,243,550	)		(922,667	)
Income before income tax expense		1,067,621			640,966			2,628,563			2,696,440
Income tax expense		(387,060	)		(174,146	)		(960,214	)		(762,854	)
Net Income	$	680,561		$	466,820		$	1,668,349		$	1,933,586
Net income per common share - basic	$	0.08		$	0.06		$	0.20		$	0.23
Weighted average common shares outstanding - basic		8,286,555			8,390,335			8,358,792			8,449,277
Net income per common share - diluted	$	0.08		$	0.06		$	0.20		$	0.23
Weighted average common shares outstanding - diluted		8,342,067			8,404,485			8,374,939			8,475,661


	For the Nine Months Ended
	August 31,			August 31,
	2023			2022
Cash flows from operating activities:
Net income	$	1,668,349		$	1,933,586
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense		1,063,771			1,129,804
Change in fair value of contingent consideration		(65,154	)		259,769
Unrealized (gains) losses on marketable securities		(100,082	)		38,457
Unrealized gain on interest rate swap contract		(58,757	)		(62,835	)
Compensatory element of stock options		641,690			310,441
Provision for doubtful accounts		717,052			634,405
Amortization of debt issuance costs		16,259			10,368
Amortization of operating lease right-of-use asset		236,730			231,825
Changes in assets and liabilities:
Accounts receivable		(1,110,755	)		(727,905	)
Prepaid expenses		(152,450	)		(86,433	)
Inventory		227,428			303,162
Other current assets		(23,738	)		(555,591	)
Deposits and other assets, net		(79,574	)		(59,272	)
Accounts payable		550,266			302,876
Accrued expenses		(1,814,218	)		(872,298	)
Operating lease liability		(217,671	)		(232,709	)
Deferred revenue		4,076,294			3,585,261
Net cash from operating activities		5,575,440			6,142,911
Cash flows from investing activities:
Purchases of property and equipment		(5,124,056	)		(12,193,470	)
Payment of Duke license agreement		(533,333	)		(5,000,000	)
Proceeds from liquidation of marketable securities		179,306			—
Purchases of marketable securities		(1,082,924	)		(1,142,212	)
Sale of marketable securities		397,831			1,140,472
Net cash used in investing activities		(6,163,176	)		(17,195,210	)
Cash flows from financing activities:
Treasury stock purchases		(799,036	)		(1,692,433	)
Repayments of note payable		(115,690	)		(1,908,433	)
Repayment of line of credit		(500,000	)		—
Proceeds from the exercise of stock options		—			551,274
Proceeds from line of credit		950,000			—
Proceeds from note payable		—			8,960,000
Issuance costs associated with the proceeds from the note payable		—			(196,501	)
Payment of Cord:Use earnout		(67,500	)		—
Net cash (used in) provided by financing activities		(532,226	)		5,713,907
Decrease in cash and cash equivalents		(1,119,962	)		(5,338,392	)
Cash and cash equivalents - beginning of period		1,703,958			8,263,088
Cash and cash equivalents - end of period	$	583,996		$	2,924,696

Supplemental non-cash operating activities:
Lease liability arising from right-of-use asset	$	737,867		$	—
Supplemental investing activities:
Construction costs payable	$	363,225		$	—
Duke license agreement payable	$	266,667		$	—
Supplemental financing activities:
Dividends declared but not yet paid	$	—		$	7,672,728
Supplemental cash flow information:
Cash paid during the year for:
Interest	$	1,363,934		$	776,517
Income taxes	$	1,504,647		$	1,377,133


	For the Three Months Ended August 31, 2023
					Additional									Total
	Common Stock				Paid-In			Treasury			Accumulated			Stockholders'
	Shares		Amount		Capital			Stock			Deficit			Deficit

Balance at May 31, 2023		14,848,001	$	148,480	$	43,066,971		$	(23,424,101	)	$	(20,649,725	)	$	(858,375	)
Exercise of stock options		1,245		12		(2,876	)								(2,864	)
Compensatory element of stock options						172,099									172,099
Treasury stock									(7,584	)					(7,584	)
Net income												680,561			680,561
Balance at August 31, 2023		14,849,246	$	148,492	$	43,236,194		$	(23,431,685	)	$	(19,969,164	)	$	(16,163	)


	For the Nine Months Ended August 31, 2023
					Additional									Total
	Common Stock				Paid-In			Treasury			Accumulated			Stockholders'
	Shares		Amount		Capital			Stock			Deficit			Deficit
Balance at November 30, 2022		14,848,001	$	148,480	$	42,597,380		$	(22,632,649	)	$	(21,637,513	)	$	(1,524,302	)
Exercise of stock options		1,245		12		(2,876	)								(2,864	)
Compensatory element of stock options						641,690									641,690
Treasury stock									(799,036	)					(799,036	)
Net income												1,668,349			1,668,349
Balance at August 31, 2023		14,849,246	$	148,492	$	43,236,194		$	(23,431,685	)	$	(19,969,164	)	$	(16,163	)


	For the Three Months Ended August 31, 2022
					Additional									Total
	Common Stock				Paid-In			Treasury			Accumulated			Stockholders'
	Shares		Amount		Capital			Stock			Deficit			Deficit
Balance at May 31, 2022		14,675,772	$	146,758	$	41,767,841		$	(22,238,189	)	$	(15,269,427	)	$	4,406,983
Exercise of stock options		172,229		1,722		517,552									519,274
Compensatory element of stock options						161,083									161,083
Treasury stock									(266,978	)					(266,978	)
Dividends declared ($0.90 per share)												(7,672,728	)		(7,672,728	)
Net income												466,820			466,820
Balance at August 31, 2022		14,848,001	$	148,480	$	42,446,476		$	(22,505,167	)	$	(22,475,335	)	$	(2,385,546	)


	For the Nine Months Ended August 31, 2022
					Additional									Total
	Common Stock				Paid-In			Treasury			Accumulated			Stockholders'
	Shares		Amount		Capital			Stock			Deficit			Deficit
Balance at November 30, 2021		14,665,772	$	146,658	$	41,586,583		$	(20,812,734	)	$	(16,736,193	)	$	4,184,314
Exercise of stock options		182,229		1,822		549,452									551,274
Compensatory element of stock options						310,441									310,441
Treasury stock									(1,692,433	)					(1,692,433	)
Dividends declared ($0.90 per share)												(7,672,728	)		(7,672,728	)
Net income												1,933,586			1,933,586
Balance at August 31, 2022		14,848,001	$	148,480	$	42,446,476		$	(22,505,167	)	$	(22,475,335	)	$	(2,385,546	)


	August 31, 2023		November 30, 2022
Contract assets (sales commissions)	$	675,652	$	615,628
Accounts receivable	$	6,437,644	$	6,043,941
Short-term contract liabilities (deferred revenue)	$	9,696,530	$	9,586,327
Long-term contract liabilities (deferred revenue)	$	39,966,150	$	36,000,059


	Balance at December 1, 2022		Additions		Deductions			Balance at August 31, 2023
Contract assets (sales commissions)	$	615,628	$	85,133	$	(25,109	)	$	675,652
Accounts receivable	$	6,043,941	$	31,533,062	$	(31,139,359	)	$	6,437,644
Contract liabilities (deferred revenue)	$	45,586,386	$	20,676,740	$	(16,600,446	)	$	49,662,680


	Balance at December 1, 2021		Additions		Deductions			Balance at August 31, 2022
Contract assets (sales commissions)	$	535,522	$	81,028	$	(21,756	)	$	594,794
Accounts receivable	$	5,253,173	$	28,203,957	$	(28,110,457	)	$	5,346,673
Contract liabilities (deferred revenue)	$	40,632,910	$	18,481,419	$	(14,896,158	)	$	44,218,171


	Fair Value at		Fair Value Measurements at August 31, 2023 Using
Description	August 31, 2023		Level 1		Level 2		Level 3
Assets:
Marketable securities	$	623,489	$	623,489	$	—	$	—
Interest rate swap	$	58,757	$	—	$	58,757	$	—
Total	$	682,246	$	623,489	$	58,757	$	—
Liabilities:
Contingent consideration	$	1,030,050	$	—	$	—	$	1,030,050
Total	$	1,030,050	$	—	$	—	$	1,030,050


Contingent Consideration:
Beginning Balance as of November 30, 2022	$	1,162,704
Subtractions – Cord:Use earnout payment		(67,500	)
Fair value adjustment as of August 31, 2023		(65,154	)
Ending balance as of August 31, 2023	$	1,030,050


	Fair Value at		Fair Value Measurements at November 30, 2022 Using
Description	November 30, 2022		Level 1		Level 2		Level 3
Assets:
Marketable securities	$	17,620	$	17,620	$	—	$	—
Total	$	17,620	$	17,620	$	—	$	—
Liabilities:
Contingent consideration	$	1,162,704	$	—	$	—	$	1,162,704
Interest rate swap		—		—		—		—
Total	$	1,162,704	$	—	$	—	$	1,162,704


	For the three months ended August 31,
	2023			2022
Net revenue:
Umbilical cord blood and cord tissue stem cell service	$	7,862,949		$	7,522,134
PrepaCyte CB		2,543			21,000
Public cord blood banking		4,383			137,825
Total net revenue	$	7,869,875		$	7,680,959
Cost of sales:
Umbilical cord blood and cord tissue stem cell service	$	1,976,278		$	1,883,400
PrepaCyte CB		982			10,622
Public cord blood banking		178,927			454,733
Total cost of sales	$	2,156,187		$	2,348,755
Operating profit:
Umbilical cord blood and cord tissue stem cell service	$	1,341,332		$	1,268,146
PrepaCyte CB		(5,384	)		3,433
Public cord blood banking		(174,904	)		(317,268	)
Total operating profit	$	1,161,044		$	954,311
Depreciation and amortization:
Umbilical cord blood and cord tissue stem cell service	$	273,972		$	274,598
PrepaCyte CB		6,945			6,945
Public cord blood banking		360			360
Total depreciation and amortization	$	281,277		$	281,903
Interest expense:
Umbilical cord blood and cord tissue stem cell service	$	469,642		$	365,349
PrepaCyte CB		—			—
Public cord blood banking		—			—
Total interest expense	$	469,642		$	365,349

	For the nine months ended August 31,
	2023			2022
Net revenue:
Umbilical cord blood and cord tissue stem cell service	$	23,006,164		$	22,159,702
PrepaCyte CB		61,920			75,600
Public cord blood banking		398,896			337,405
Total net revenue	$	23,466,980		$	22,572,707
Cost of sales:
Umbilical cord blood and cord tissue stem cell service	$	5,466,410		$	5,343,455
PrepaCyte CB		27,432			63,934
Public cord blood banking		872,895			1,246,108
Total cost of sales	$	6,366,737		$	6,653,497
Operating profit:
Umbilical cord blood and cord tissue stem cell service	$	4,333,538		$	4,538,058
PrepaCyte CB		13,654			(9,168	)
Public cord blood banking		(475,079	)		(909,783	)
Total operating profit	$	3,872,113		$	3,619,107
Depreciation and amortization:
Umbilical cord blood and cord tissue stem cell service	$	821,287		$	818,081
PrepaCyte CB		20,834			20,834
Public cord blood banking		1,080			1,080
Total depreciation and amortization	$	843,201		$	839,995
Interest expense:
Umbilical cord blood and cord tissue stem cell service	$	1,405,825		$	947,968
PrepaCyte CB		—			—
Public cord blood banking		—			—
Total interest expense	$	1,405,825		$	947,968


	As of		As of
	August 31, 2023		November 30, 2022
Assets:
Umbilical cord blood and cord tissue stem cell service	$	60,226,085	$	54,849,697
PrepaCyte CB		150,869		176,546
Public cord blood banking		9,419,412		9,861,811
Total assets	$	69,796,366	$	64,888,054


	As of August 31, 2023			As of November 30, 2022
Raw materials	$	—		$	—
Work-in-process		392,734			254,953
Work-in-process – Public Bank		—			—
Finished goods		57,693			62,554
Finished goods – Public Bank		9,414,000			9,775,322
Collection kits		42,437			41,463
Inventory reserve		(7,718	)		(7,718	)
Total inventory	$	9,899,146		$	10,126,574


	Useful lives	August 31, 2023			November 30, 2022
Patents	10-20 years	$	697,744		$	697,744
Less: Accumulated amortization			(150,400	)		(120,297	)
License agreement	10 years		474,000			474,000
Less: Intangible asset impairment			(185,000	)		(185,000	)
Less: Accumulated amortization			(242,744	)		(225,157	)
Customer relationships – PrepaCyte®CB	15 years		41,000			41,000
Less: Intangible asset impairment			(26,267	)		(26,267	)
Less: Accumulated amortization			(9,307	)		(8,711	)
Brand	1 year		31,000			31,000
Less: Accumulated amortization			(31,000	)		(31,000	)
Customer relationships – Cord:Use	30 years		960,000			960,000
Less: Accumulated amortization			(168,000	)		(144,000	)
Net Intangible Assets		$	1,391,026		$	1,463,312


				Weighted		Weighted Average Remaining
				Average		Contractual		Aggregate
	Options			Exercise Price		Term (Years)		Intrinsic Value
Outstanding at November 30, 2022		329,314		$	8.36	4.68		$	37,250
Granted		113,000			4.68				148,610
Exercised		(5,000	)		3.10				8,950
Expired/forfeited		(43,636	)		7.92				—
Outstanding at August 31, 2023		393,678		$	7.42		4.59	$	220,260
Exercisable at August 31, 2023		285,735		$	7.52		4.81	$	140,450


	Outstanding						Exercisable
			Weighted Average
			Remaining		Weighted				Weighted
Range of Exercise Prices	Outstanding		Contractual Life (Years)		Average Exercise Price		Outstanding		Average Exercise Price
$3.01 to $4.00		25,000		2.44	$	3.13		25,000	$	3.13
$4.01 to $5.00		113,000		4.35	$	4.68		50,000	$	4.62
$6.01 to $7.00		14,433		7.43	$	6.50		13,549	$	6.50
$7.01 to $8.00		151,145		5.56	$	7.54		139,893	$	7.50
$9.01 to $10.00		29,000		4.51	$	9.37		14,866	$	9.37
$12.01 to $13.00		16,653		6.98	$	12.54		12,799	$	12.58
$13.01 to $14.00		44,447		1.31	$	13.50		29,628	$	13.50
		393,678		4.59	$	7.42		285,735	$	7.52


				Weighted Average
				Grant-Date
	Options			Fair Value
Non-vested at November 30, 2022		95,486		$	4.42
Granted		113,000			2.19
Vested		(100,543	)		3.33
Forfeited		—			—
Non-vested at August 31, 2023		107,943		$	3.10


	August 31, 2023			November 30, 2022
Note payable - Susser	$	8,805,747		$	8,921,437
Unamortized debt issuance costs - Susser		(174,776	)		(191,035	)
Net note payable	$	8,630,971		$	8,730,402
Current portion of note payable	$	162,659		$	150,527
Long-term note payable, net of debt issuance costs		8,468,312			8,579,875
Total	$	8,630,971		$	8,730,402


	Three Months Ended				Nine Months Ended
	August 31, 2023		August 31, 2022		August 31, 2023		August 31, 2022
Numerator:
Net income	$	680,561	$	466,820	$	1,668,349	$	1,933,586
Denominator:
Weighted-average shares outstanding-basic		8,286,555		8,390,335		8,358,792		8,449,277
Dilutive common shares issuable upon exercise of stock options		55,512		14,150		16,147		26,384
Weighted-average shares-diluted		8,342,067		8,404,485		8,374,939		8,475,661
Income per share:
Basic	$	0.08	$	0.06	$	0.20	$	0.23
Diluted	$	0.08	$	0.06	$	0.20	$	0.23


	Future Operating
Fiscal Year Ending August 31,	Lease Payments
2023 (remaining 3 months)	$	76,690
2024		306,762
2025		435,970
2026		458,026
2027		38,247
Less: Imputed interest		(184,510	)
Present value of lease liabilities	$	1,131,185


	August 31, 2023	November 30, 2022
Lease Term and Discount Rate
Remaining lease term (years)
Operating lease	3.33		2.08
Discount rate (percentage)
Operating lease	8.3%		3.5	%


	Three months ended
	August 31, 2023		August 31, 2022
Operating cash outflows from operating leases	$	76,690	$	83,378

	Nine months ended
	August 31, 2023		August 31, 2022
Operating cash outflows from operating leases	$	254,003	$	255,306


	•		The world’s first private cord blood bank, that in combination with its global affiliates, currently stores over 225,000 cord blood and cord tissue specimens,


	•		Our facility’s status as a cGMP- and cGTP-compliant private cord blood bank with AABB accreditation and FACT (the Foundation for the Accreditation for Cellular Therapy) accreditation,


	•		utilization of a processing method using superior technology that yields the maximum recovery of healthy stem cells and provides superior red blood depletion over all other methods,


	•		a five-compartment cord blood freezer bag that allows for multiple uses of the baby’s cord blood stem cells,


	•		since inception, 100% viability rate of the Company’s specimens upon thaw for therapeutic use,


	•		a payment warranty under which the Company agrees to pay $50,000 (effective February 1, 2012 this payment was increased to $75,000 for new clients, effective June 1, 2017 this payment was increased to $100,000 for new clients that choose our premium cord blood processing method, PrepaCyte® CB Processing System (“PrepaCyte CB”)) to its client if the umbilical cord blood product retrieved is used for a stem cell transplant for the donor or an immediate family member and fails to engraft, subject to various restrictions.


	•		authorize the board of directors to issue, without stockholder approval, blank-check preferred stock that, if issued, could operate as a “poison pill” to dilute the stock ownership of a potential hostile acquirer to prevent an acquisition that is not approved by the board of directors;


	•		establish advance notice requirements for stockholder nominations of directors and for stockholder proposals that can be acted on at stockholder meetings;


	•		require that any action to be taken by our stockholders be affected at a duly called annual or special meeting and not by written consent;


	•		provide that the board may increase the size of our board of directors and authorize the board to fill any vacancies on our board of directors by a majority of directors then in office;


	•		authorize us to indemnify officers and directors against losses that they may incur in investigations and legal proceedings resulting from their services to us, which may include services in connection with takeover defense measures; and


	•		establish the Court of Chancery of the State of Delaware, unless the Corporation consents to an alternative forum, as the sole and exclusive forum for certain for any current or former shareholder (including a current or former beneficial owner) to bring any claim relating to an internal matter, other than as to any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination). Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations


	•		prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; or


	•		upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, but not the outstanding voting stock owned by the interested stockholder, (1) shares owned by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or at or subsequent to the date of the transaction, the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66-2/3% of the outstanding voting stock which is not owned by the interested stockholder.


Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
June 1 - 30, 2023		1,629	$	4.66		—		1,437,539
July 1 - 31, 2023		—	$	—		—		1,437,539
August 1 - 31, 2023		—	$	—		—		1,437,539