| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 04/12/2017 | 3. Issuer Name and Ticker or Trading Symbol Icagen, Inc. [ NONE ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock, $0.001 par value | 336,410(1) | D | |
| Common Stock, $0.001 par value | 16,000(2) | I | See footnote(2) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Warrant | 04/12/2017 | 04/11/2022 | Common Stock | 75,000(3) | 3.5 | D(3) | |
| Warrant | 04/13/2017 | 04/12/2022 | Common Stock | 7,500(4) | 3.5 | D(4) | |
| Warrant | 06/30/2016 | 06/29/2021 | Common Stock | 36,405(5) | 3.5 | D | |
| Warrant | 01/07/2015 | 01/07/2020 | Common Stock | 70,091 | 3.5 | D | |
| Warrant | 01/07/2015 | 01/07/2020 | Common Stock | 71,429(6) | 3.5 | D(6) | |
| Warrant | 06/30/2013 | 06/30/2020 | Common Stock | 33,928 | 3.85 | D | |
| Warrant | 04/23/2013 | 04/23/2020 | Common Stock | 10,000 | 3.5 | D | |
| Warrant | 04/19/2013 | 04/19/2020 | Common Stock | 20,677 | 3.5 | D | |
| Warrant | 12/18/2012 | 12/18/2017 | Common Stock | 30,000 | 4.2 | D | |
| Explanation of Responses: |
| 1. Of the 336,410 shares of common stock, par value, $0.001 per share ("Common Stock"), of Icagen, Inc. (the "Company"), 285,714 shares are held in the reporting person's individual retirement account. |
| 2. Shares are held in four custodial accounts for the benefit of the reporting person's minor children. |
| 3. These warrants were issued to the reporting person by the Company in a private placement offering (the "2017 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 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 these warrants for a like number of warrants to be issued to the lender in the Company's next debt financing. |
| 4. The Company retained Taglich Brothers, Inc. as the exclusive placement agent for the 2017 Offering (the "2017 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 of the Board). 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. |
| 5. Includes warrants to purchase 6,405 shares of the common stock issued to the reporting person as the designee of the placement agent in the issuer's 2016 bridge financing. |
| 6. Held in the reporting person's individual retirement account. |
| /s/ Robert Taglich | 04/14/2017 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
