SEC Form 4 · accession 0001213900-15-000661

Icagen, Inc. · ICGN

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

Reporting owner

Michael N Taglich

Director · 10% Owner

Period of report

Jan 31, 2015

Accepted (ET)

Feb 3, 2015 · 4:04 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	70,095	—	A	70,095	D
Common Stock^F1,F2	Jan 31, 2015	J	33,865	—	A	679,577	I	See footnotes
Common Stock^F1,F2	Jan 31, 2015	J	101,596	—	A	781,173	I	See footnotes

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	41,354	D	May 31, 2013	—	Common Stock	41,354	0	D
Series B Preferred Stock^F1	$1.75	Jan 31, 2015	J	20,000	D	May 31, 2013	—	Common Stock	20,000	0	I
Series B Preferred Stock^F1	$1.75	Jan 31, 2015	J	60,000	D	May 31, 2013	—	Common Stock	60,000	0	I
Warrant^F3	$3.00	Jan 31, 2015	J	60,000	D	Dec 18, 2012	Dec 17, 2017	Common Stock	60,000	0	D
Warrant^F3	$2.10	Jan 31, 2015	J	60,000	A	Jan 31, 2015	Dec 17, 2017	Common Stock	60,000	60,000	D
Warrant^F3	$2.50	Jan 31, 2015	J	41,354	D	Apr 19, 2013	Apr 19, 2020	Common Stock	41,354	0	D
Warrant^F3	$1.75	Jan 31, 2015	J	41,354	A	Jan 31, 2015	Apr 19, 2020	Common Stock	41,354	41,354	D
Warrant^F3,F1	$2.50	Jan 31, 2015	J	20,000	D	Apr 23, 2013	Apr 23, 2020	Common Stock	20,000	0	I
Warrant^F3	$1.75	Jan 31, 2015	J	20,000	A	Jan 31, 2015	Apr 23, 2020	Common Stock	20,000	20,000	I
Warrant^F3,F1	$2.50	Jan 31, 2015	J	60,000	D	Apr 23, 2013	Apr 23, 2020	Common Stock	60,000	0	I
Warrant^F3	$1.75	Jan 31, 2015	J	60,000	A	Jan 31, 2015	Apr 23, 2020	Common Stock	60,000	60,000	I
Warrant^F3	$2.75	Jan 31, 2015	J	67,857	D	May 3, 2013	May 3, 2020	Common Stock	67,857	0	D
Warrant^F3	$1.925	Jan 31, 2015	J	67,857	A	Jan 31, 2015	Jun 30, 2020	Common Stock	67,857	67,857	D

Explanation of responses

F1On January 31, 2015: (i) Mr. Taglich exchanged 41,354 shares of Series B Preferred Stock together with all accrued and unpaid dividends thereon for 70,095 shares of XRpro Sciences, Inc. (the "Company") common stock (the "Common Stock"); (ii) 20,000 shares of Series B Preferred Stock together with all accrued and unpaid dividends thereon were exchanged by Michael and Claudia Taglich as joint tenants with right of survivorship for 33,865 shares of Common Stock; and (iii) 60,000 shares of Series B Preferred Stock together with all accrued and unpaid dividends thereon were exchanged by Mike Taglich POA Tag/Kent Partnership F/B/O Garlinghouse/M Taglich B Taglich with Michael Taglich having power of attorney over the partnership (the "Partnership") for 101,596 shares of Common Stock. The shares of Series B Preferred Stock, which had no expiration date, were exchanged for the number of shares of 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.
F2Mr. Taglich indirectly owns an aggregate of 645,712 shares of Common Stock as follows: (i) 11,428 shares held by Michael Taglich as Custodian For Benefit of Hope Taglich UTMA, his minor child; (ii) 11,428 shares held by Michael Taglich as Custodian For Benefit of Lucy Taglich UTMA NY, his minor child; (iii) 11,428 shares held by Michael Taglich Custodian For Benefit of Amanda Taglich UTMA NY Until Age 21, his minor child; (iv) 11,428 shares Michael Taglich Custodian For Benefit of Stella Taglich UTMA NY Until Age 21, his minor child; (v) 571,428 shares held by the Michael N. Taglich Keogh-Account; and (vi) 28,572 shares held by the Partnership.
F3On January 31, 2015, the following exchanges occurred: (i) Mr. Taglich exchanged 60,000 existing warrants that had an exercise price of $3.00 per share that he acquired in the Company's bridge financing private placement for 60,000 replacement warrants that have an exercise price of $2.10 per share; (ii) (x) 41,354 warrants, 20,000 warrants and 60,000 warrants that were acquired in connection with the Company's Series B Preferred Stock private placement that had an exercise price of $2.50 per share were exchanged by Mr. Taglich, Michael and Claudia Taglich as joint tenants with right of survivorship and the Partnership, respectively, for replacement warrants that have an exercise price of $1.75 per share; and (iii) Mr. Taglich exchanged 67,857 warrants that had an exercise price of $2.75 per share that he received as compensation in connection with placement agent services for 67,857 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.