SEC Form 4 · accession 0001213900-15-000654

Icagen, Inc. · ICGN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Vincent Palmieri

Director

Period of report

Jan 31, 2015

Accepted (ET)

Feb 3, 2015 · 3:47 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001518520

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Jan 31, 2015	J	52,099	—	A	96,615	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series B Preferred Stock^F1	$1.75	Jan 31, 2015	J	30,737	D	May 31, 2013	—	Common Stock	30,737	0	D
Warrant^F2	$3.00	Jan 31, 2015	J	45,000	D	Dec 18, 2012	Dec 17, 2017	Common Stock	45,000	0	D
Warrant^F2	$2.10	Jan 31, 2015	J	30,000	A	Jan 31, 2015	Dec 17, 2017	Common Stock	30,000	30,000	D
Warrant^F2	$2.10	Jan 31, 2015	J	15,000	A	Jan 31, 2015	Mar 28, 2018	Common Stock	15,000	15,000	D
Warrant^F2	$2.50	Jan 31, 2015	J	30,737	D	Apr 30, 2013	Apr 30, 2020	Common Stock	30,737	0	D
Warrant^F2	$1.75	Jan 31, 2015	J	30,737	A	Jan 31, 2015	Apr 19, 2020	Common Stock	30,737	30,737	D
Warrant^F2	$2.75	Jan 31, 2015	J	63,788	D	May 3, 2013	May 3, 2020	Common Stock	63,788	0	D
Warrant^F2	$1.925	Jan 31, 2015	J	63,788	A	Jan 31, 2015	Jun 30, 2020	Common Stock	63,788	63,788	D

Explanation of responses

F1On January 31, 2015, Mr. Palmieri exchanged 30,737 shares of Series B Preferred Stock together with all accrued dividends thereon for 52,099 shares of XRpro Sciences, Inc. (the "Company") common stock (the "Common Stock"). The shares of Series B Preferred Stock, which had no expiration date, were exchanged for the number of shares of the Company's common stock determined by dividing the sum of the amount of the holder's initial investment in the Series B Preferred Stock, plus all accrued and unpaid dividends owed to the holder, by $1.75.
F2On January 31, 2015, Mr. Palmieri exchanged: (i) 45,000 existing warrants that had an exercise price of $3.00 per share that he acquired in the Company's bridge financing private placement for 45,000 replacement warrants that have an exercise price of $2.10 per share, of which 30,000 warrants expire on December 17, 2017 and the remaining 15,000 warrants expire on March 28, 2018; (ii) 30,737 warrants that he acquired in connection with the Company's Series B Preferred Stock private placement that had an exercise price of $2.50 per share for 30,737 replacement warrants that have an exercise price of $1.75 per share; and (iii) 63,788 warrants that had an exercise price of $2.75 per share that he received as compensation in connection with placement agent services for 63,788 replacement warrants that have an exercise price of $1.925 per share. The replacement warrants do not contain anti-dilution price protection for issuances of securities at per share prices that are lower than the exercise price, are assignable by their holders and provide for certain buy-in-rights in the event that the Company fails to deliver shares of Common Stock underlying the warrant in a timely manner.