Warren Hoeffler, Ph.D.
Since he founded it in July 1998, Dr. Hoeffler, age 56, has served as President and Chief Executive Officer of Xgene Corporation in Sausalito, California.
The company focuses on technology to assemble primary cell cultures into larger tissue and organ components, and the storage of cell assemblies using their unique cryotronic freezing method.
The company sponsors a laboratory at Dominican University in San Rafael California, where Dr. Hoeffler also teaches as an adjunct faculty member.
trained as a postdoctoral fellow in the laboratory of Dr. Arthur D. Levinson at Genentech, Inc.
, currently a division of Hoffmann-La Roche.
Dr. Hoeffler holds a Ph.D. from Washington University and an A.B. from Columbia University.
holds U.S. and European patents on technology to assemble organs from primary cell cultures, and U.S. and Japanese patents on gene expression, with other patents pending.
brings to the Board his
extensive experience in business, medicine, and biotechnology.
The Stockholders believe that satisfies the director independence requirements of The NASDAQ Stock Market.
Dr. Hoeffler has consented in writing to being named in the proxy statement as a nominee and to serving as a director if elected.
A copy of Dr. Hoeffler's
consent is attached to this Notice.
address is c/o XGene Corporation, 480 Gate 5 Road, Sausalito, California 94965.
Dr. Hoeffler is the beneficial owner of no shares of the Company's common stock.
has not effected any purchases or sales of securities of the Company during the past two years.
is not, nor within the past year was, a party to any contract, arrangements or understandings with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies.
None of Dr. Hoeffler
, any member of his
immediate family nor any of his
associates was a party to any transaction, or series of similar transactions, since December 1, 2009, or is a party to any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount exceeds the lesser of $120,000 or 1% of the average of the Company's total assets at year end for the last 2 completed fiscal years.
None of Dr. Hoeffler
nor any of his
associates has any arrangement or understanding with any person with respect to any future employment by the Company or any of its affiliates, or with respect to any future transactions to which the Company or any of its affiliates will or may be a party.
No person, including Dr. Hoeffler, who is a party to an arrangement or understanding pursuant to which Dr. Hoeffler is proposed to be elected has a substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted on at the Annual Meeting, aside from the election to serve as a director of the Company.
There are currently no material pending legal proceedings to which Dr. Hoeffler
or any of his
associates is a party adverse to the Company or any of its affiliates, or in which either Dr. Hoeffler
or any of his
associates has a material interest adverse to the Company or any of its affiliates.
has not had any business relationship that is required to be disclosed pursuant to Item 404(b) of Regulation S-K of the Securities Act of 1933, as amended.
does not have any family relationship, by blood, marriage or adoption, to any current director, executive officer or other affiliate of the Company or to any Nominee.
has not, during the past 10 years, been involved in any legal proceedings or involved in any other event described in Item 401(f) of Regulation S-K.
During the Company's last 2 fiscal years, no compensation or personal benefits (including, without limitation, those which would be required to be disclosed pursuant to Item 402 of Regulation S-K) were awarded to, earned by or paid to Dr. Hoeffler
or any of his
associates for any services rendered in any capacity to the Company or its subsidiaries or affiliates.
There is no arrangement and/or understanding between Dr. Hoeffler
and any other person pursuant to which Dr. Hoeffler
was or is to be selected as a director nominee for election as a director of the Company.
does not currently hold any position or office with the Company or any parent, subsidiary and/or affiliate thereof.
I, Warren Hoeffler, do hereby consent to serve as a director of Cryo-Cell International, Inc., a Delaware corporation, if nominated and elected to serve, and to be named in any required proxy statement, information statement, proxy card and/or other proxy soliciting materials.
May 27, 2012
/s/ Warren Hoeffler
CONSENT TO SERVE AS A DIRECTOR