UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
ICAGEN, INC.
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
45104P500
(CUSIP Number)
Dominique Sémon
Merlin BioMed Private Equity Advisors, LLC
424 West 33rd Street, Suite 520,
New York, NY 10001
Telephone: (646) 227-5200
With a copy to:
Robert M. Katz
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-4000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 25, 2011
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box o.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 45104P500 | Page 2 of 7 Pages |
| 1 | NAME OF REPORTING PERSON Merlin BioMed Private Equity Advisors, LLC (IRS No. 13-4178606) | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x | |||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS (See Instructions) OO | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 750,000 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 750,000 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 750,000 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5% | |||
| 14 | TYPE OF REPORTING PERSON (See Instructions) OO | |||
Page 2 of 7 Pages
SCHEDULE 13D
CUSIP No. 45104P500 | Page 3 of 7 Pages |
| 1 | NAME OF REPORTING PERSON Merlin Nexus III, L.P. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x | |||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS (See Instructions) OO | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 750,000 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 750,000 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 750,000 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5% | |||
| 14 | TYPE OF REPORTING PERSON (See Instructions) PN | |||
Page 3 of 7 Pages
SCHEDULE 13D
CUSIP No. 45104P500 | Page 4 of 7 Pages |
| 1 | NAME OF REPORTING PERSON Dominique Sémon | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x | |||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS (See Instructions) OO | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 750,000 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 750,000 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 750,000 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | o | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5% | |||
| 14 | TYPE OF REPORTING PERSON (See Instructions) IN | |||
Page 4 of 7 Pages
This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Statement on Schedule 13D filed with the Securities and Exchange Commission on July 29, 2011, as subsequently amended and supplemented by the amendment thereto filed on August 11, 2011 (collectively, the “Schedule 13D”) which relates to the common stock, par value $0.001 (the “Common Stock”), of Icagen, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein and not otherwise defined have the meaning assigned to such terms in the Schedule 13D. All items or responses not described herein remain as previously reported in the Schedule 13D.
| ITEM 4. | Purpose of Transaction |
Item 4 is hereby amended and supplemented by adding the following immediately after the fifth paragraph thereof:
On August 25, 2011, Merlin Nexus and New Leaf jointly sent a letter (the “August 25 Joint Letter”) and issued a Press Release (the “August 25 Press Release”). The August 25 Joint Letter states the belief of Merlin Nexus and New Leaf that, based on currently available public information, the offer price in the Proposed Transaction undervalues the Issuer and the future value of its assets, including several research and development programs for therapies for the treatment of pain. The August 25 Joint Letter further states that Pfizer has access to certain clinical trial data, which provides it with an unfair informational advantage not afforded to all investors to determine the value of a certain Issuer program involving pain therapy. The August 25 Joint Letter also states the belief of Merlin Nexus and New Leaf that the Issuer’s Board of Directors chose not to pursue other strategic options that could have allowed the Issuer’s pain programs currently partnered with Pfizer to reach significant milestones and create additional value for all stockholders. The August 25 Joint Letter reiterates that the Reporting Persons and New Leaf would not tender their shares in the Proposed Transaction on the current terms. The Reporting Persons disclaim beneficial ownership of all shares held by New Leaf and its affiliates.
The references to the August 25 Joint Letter and the August 25 Press Release are qualified in their entirety by reference to the August 25 Joint Letter and the August 25 Press Release, copies of which are filed as Exhibits 6 and 7 to this Amendment No. 2 and incorporated herein by reference as if set forth in their entirety.
| ITEM 7 | Material to be Filed as Exhibits |
The following are filed herewith as Exhibits to this Amendment No. 2:
| Exhibit | Description |
| 6. | August 25 Joint Letter, dated August 25, 2011. |
| 7. | August 25 Press Release, issued August 25, 2011. |
Page 5 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 25, 2011
| MERLIN BIOMED PRIVATE EQUITY INVESTORS, LLC | ||||
| By: DOMINIQUE SÉMON, Managing Member | ||||
| /s/ Dominique Sémon | ||||
| MERLIN NEXUS III, L.P. | ||||
| By: MERLIN NEXUS III, LLC., General Partner | ||||
| /s/ Dominique Sémon | ||||
| Name: | Dominique Sémon | |||
| Title: | Managing Member | |||
| /s/ Dominique Sémon | ||||
| Name: | Dominique Sémon | |||
Page 6 of 7 Pages
EXHIBIT INDEX
| Exhibit | Description |
| 1. | Joint Letter, dated July 28, 2011 to the Board of Directors of the Issuer.* |
| 2. | Press Release, issued July 28, 2011.* |
| 3. | Joint Filing Agreement, dated July 29, 2011, between Merlin BioMed Private Equity Advisors, LLC, Merlin Nexus III, L.P. and Dominique Sémon.* |
| 4. | August 11 Joint Letter, dated August 11, 2011 to the Board of Directors of the Issuer.* |
| 5. | August 11 Press Release, issued August 11, 2011.* |
| 6. | August 25 Joint Letter, dated August 25, 2011. |
| 7. | August 25 Press Release, issued August 25, 2011. |
*Previously filed.
Page 7 of 7 Pages