SEC Form 4 · accession 0001213900-17-003810
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
Apr 12, 2017
Accepted (ET)
Apr 14, 2017 · 4:23 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001518520
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantF1 | $3.50 | Apr 12, 2017 | A | 75,000 | A | Apr 12, 2017 | Apr 11, 2022 | Common Stock | 75,000 | 75,000 | D |
| WarrantF2 | $3.50 | Apr 13, 2017 | A | 7,500 | A | Apr 13, 2017 | Apr 12, 2022 | Common Stock | 7,500 | 7,500 | D |
Explanation of responses
- F1The warrants (the "Warrants") were issued to the reporting person by Icagen, Inc. (the "Company") in a private placement offering of units (the "Units" and each a "Unit") with each Unit sold at a price of $10,000 per Unit and each Unit consisting of (i) a note in the principal amount of $10,000, and (ii) a five year warrant to acquire 1,500 shares of the Company's common stock, par value, $0.001 per share ("Common Stock"), at an exercise price of $3.50 per share. Each Warrant is exercisable for one share of Common Stock. The reporting person has the right to exchange the Warrants for a like number of warrants to be issued to the lender in the Company's next debt financing.
- F2The Company retained Taglich Brothers, Inc. as the exclusive placement agent for the Offering (the "Placement Agent"). As compensation for the Placement Agent's services in the Offering, the Company (i) paid the Placement Agent a cash commission on the gross proceeds raised (excluding amounts invested by the Company's Chairman of the Board) and (ii) issued the Placement Agent the same warrant that the investors received in the Offering exercisable for an aggregate amount of 25,000 shares of Common Stock at an exercise price of $3.50 per share (2,500 shares of Common Stock for each $100,000 in principal amount of Notes sold, excluding notes sold to the Chairman). The reporting person was issued these warrants as the designee of the Placement Agent. The reporting person has the right to exchange these warrants, which designated to him by the Placement Agent, for a like number of warrants to be issued to the lender in the Company's next debt financing.