RELATED PARTY TRANSACTIONS | 17. RELATED PARTY TRANSACTIONS Timothy Tyson On May 19, 2016, the Company issued ten-year options exercisable for 12,500 shares of common stock at $3.50 per share to Mr. Tyson as compensation for services rendered. These options vest equally over a period of 36 months. On July 6, 2016, the Company entered into a Securities Purchase Agreement and issued a secured 8% Bridge Note for $100,000 to Mr. Tyson in consideration of $100,000. The Bridge Note matures on June 30, 2017. The Bridge Note, together with interest thereon was repaid on August 8, 2016. In connection with the Bridge Note above, on July 6, 2016, Mr. Tyson was issued five year warrants to acquire 15,000 shares of common stock exercisable at $3.50 per share. Michael Taglich On May 19, 2016, the Company issued ten-year options exercisable for 12,500 shares of common stock at $3.50 per share to Mr. Taglich as compensation for services rendered. These options vest equally over a period of 36 months. On June 30, 2016, the Company entered into a Securities Purchase Agreement and issued a secured 8% Bridge Note for $250,000 to Mr. Taglich in consideration of $250,000. The Bridge Note matures on June 30, 2017. The Bridge Note, together with interest thereon was repaid on August 8, 2016. In connection with the Bridge Note above, on June 30, 2016, Mr. Taglich was issued five year warrants to acquire 37,500 shares of common stock exercisable at $3.50 per share. Vincent Palmieri On May 19, 2016, the Company issued ten-year options exercisable for 12,500 shares of common stock at $3.50 per share to Mr. Palmieri as compensation for services rendered. These options vest equally over a period of 36 months. On June 30, 2016, the Company entered into a Securities Purchase Agreement and issued a secured 8% Bridge Note for $50,000 to Mr. Palmieri in consideration of $50,000. The Bridge Note matures on June 30, 2017. The Bridge Note, together with interest thereon was repaid on August 8, 2016. In connection with the Bridge Note above, on June 30, 2016, Mr. Palmieri was issued five year warrants to acquire 7,500 shares of common stock exercisable at $3.50 per share. Clive Kabatznik On May 19, 2016, the Company issued ten-year options exercisable for 12,500 shares of common stock at $3.50 per share to Mr. Kabatznik as compensation for services rendered. These options vest equally over a period of 36 months. On June 30, 2016, the Company entered into a Securities Purchase Agreement and issued a secured 8% Bridge Note for $50,000 to Mr. Kabatznik in consideration of $50,000 in cash. The Bridge Note matures on June 30, 2017. The Bridge Note, together with interest thereon was repaid on August 8, 2016. In connection with the Bridge Note above, on June 30, 2016, Mr. Kabatznik was issued five year warrants to acquire 7,500 shares of common stock exercisable at $3.50 per share. Edward Roffman On June 16, 2015, pursuant to the terms of a restricted stock award, 19,000 restricted shares were issued to the Chairman of our audit committee who is also a board director, as a once off compensation expense for his services as chairman of the audit committee. As of June 30, 2016, all of these shares are vested. On May 19, 2016, the Company issued ten-year options exercisable for 12,500 shares of common stock at $3.50 per share to Mr. Roffman as compensation for services rendered. These options vest equally over a period of 36 months. On June 30, 2016, the Company entered into a Securities Purchase Agreement and issued a secured 8% Bridge Note for $25,000 to Mr. Roffman in consideration of $25,000. The Bridge Note matures on June 30, 2017. The Bridge Note, together with interest thereon was repaid on August 8, 2016. In connection with the Bridge Note above, on June 30, 2016, Mr. Roffman was issued five year warrants to acquire 3,750 shares of common stock exercisable at $3.50 per share. Douglas Krafte On February 25, 2016, upon the resignation of Dr. Benjamin Warner, as our Chief Scientific Officer, Douglas Krafte, age 56, the Chief Scientific Officer of our subsidiary Icagen Corp., was appointed to the position of Chief Scientific Officer for Icagen Inc. and its subsidiaries. The Company has not entered into an employment agreement with Dr. Krafte; however, in accordance with the terms of its acquisition of the assets of the subsidiary of Pfizer, Inc., the Company has agreed to continue to pay Dr. Krafte his current annual salary of $251,600, together with health insurance payments, 401K contributions and an annual incentive plan targets of 25% of his base salary until June 30, 2017 as well as severance payments in the event of his termination of employment. On May 19, 2016, the Company issued ten-year options exercisable for 100,000 shares of common stock at $3.50 per common shares to Mr. Krafte as compensation for services rendered. These options vested as to 25,000 options on June 30, 2016 and the remaining 75,000 equally over a period of 36 months, commencing on July 1, 2016. Benjamin Warner As of June 30, 2016 and December 31, 2015, Dr. Benjamin Warner owned 23.1% of the issued and outstanding shares of common stock on an un-diluted basis. Richard Cunningham Pursuant to the terms of an employment agreement entered into with Richard Cunningham, our Chief Executive Officer, stock options to purchase 250,000 shares of Common Stock were awarded to Mr. Cunningham on January 7, 2015, which options vest as follows: (i) Fifty Thousand (50,000) shares vested on November 24, 2015; (ii) One Hundred and Fifty Thousand (150,000) shares vest monthly on a pro rata basis commencing on December 31, 2015 for a period of thirty six months; and (iii) Fifty Thousand (50,000) shares vest on the November 24, 2018. The exercise price for the options is $3.50 per share. Upon a change of control, as defined in the Company’s existing stock option plan, all unvested options issued to Mr. Cunningham shall become fully vested immediately upon the change of control. First South Africa Management The Company incurred an expense of $90,000 for services provided by First South Africa Management for provision of CFO services by Mr. Korb and $21,000 for bookkeeping services for the six months ended June 30, 2016. |