SEC Form 4 · accession 0001213900-18-011864
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
Aug 27, 2018
Accepted (ET)
Aug 29, 2018 · 2:56 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series C Convertible Preferred StockF1,F2 | $3.50 | Aug 27, 2018 | A | 42,857 | A | Aug 27, 2018 | — | Common Stock | 42,857 | 42,857 | D |
| WarrantF1,F3 | $3.50 | Aug 27, 2018 | A | 42,857 | A | Aug 27, 2018 | Aug 27, 2025 | Common Stock | 42,857 | 42,857 | D |
Explanation of responses
- F1On August 27, 2018, Mr. Taglich entered into a Securities Purchase Agreement with Icagen, Inc. (the "Company") pursuant to which the Company issued to the Mr. Taglich one and one half preferred stock units (the "Units") in a private placement for total offering proceeds of $150,000. The unit consists of an aggregate of: (i) 42,857 shares of Series C Convertible Preferred Stock initially convertible into 42,857 shares of the Company's common stock (the "Common Stock"); and (ii) a warrant to purchase 42,857 shares of Common Stock at an initial exercise price of $3.50 per share (subject to adjustment).
- F2The Series C Convertible Preferred Stock is convertible at the option of the holder at any time into such number of shares of common stock as shall be equal to the $3.50 plus any accrued and unpaid dividends on such share of Series C Convertible Preferred Stock (the "Accreted Value") divided by the conversion price, which initially shall be $3.50 per share, subject to certain customary anti-dilution adjustments. In addition, the Series C Convertible Preferred Stock automatically converts into shares of Common Stock upon the occurrence of certain events described in the Series C Convertible Preferred Stock's Certificate of Designation.
- F3The Warrant expires seven years after the issuance date. Subject to limited exceptions, a holder of the warrant will not have the right to exercise any portion of the warrant if such holder, together with his affiliates, would beneficially own in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to its exercise. This ownership limitation may be adjusted by the holder of the warrant upon not less than 61 days' prior notice to the Company, provided that the limitation in no event shall exceed 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to its exercise. The warrant also contains certain anti-dilution provisions that apply in connection with any stock split, stock dividend, stock combination, recapitalization and issuances of securities at prices below the conversion price or similar transactions.