UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
ICAGEN, INC.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
45104P104
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(CUSIP Number)
with copy to:
Xmark Opportunity Partners, LLC Lowenstein Sandler PC
90 Grove Street, Suite 201 1251 Avenue of the Americas, 18th Floor
Ridgefield, Connecticut 06877 New York, New York 10020
Attention: Ms. Mary L. King Attention: Peter D. Greene, Esq.
(203) 244-9503 (646) 414-6908
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 13, 2010
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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).
Cusip No. 45104P104
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1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
Xmark Opportunity Partners, LLC
20-2052197
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
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3) SEC Use Only
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4) Source of Funds (See Instructions): AF, WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e):
Not Applicable
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6) Citizenship or Place of Organization: United States
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Number of 7) Sole Voting Power: 2,095,996*
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Shares Beneficially 8) Shared Voting Power:
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Owned by
Each Reporting 9) Sole Dispositive Power: 2,095,996*
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Person With 10) Shared Dispositive Power:
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,095,996*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
Not Applicable
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13) Percent of Class Represented by Amount in Row (11): 4.4%*
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14) Type of Reporting Person (See Instructions): IA
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* Xmark Opportunity Partners, LLC ("Opportunity Partners") is the sole member of
the investment manager of Xmark Opportunity Fund, L.P., a Delaware limited
partnership ("Opportunity LP"), and Xmark Opportunity Fund, Ltd., a Cayman
Islands exempted company ("Opportunity Ltd"), and, as such, possesses sole power
to vote and direct the disposition of all securities of Icagen, Inc., a Delaware
corporation (the "Company"), held by Opportunity LP and Opportunity Ltd. David
C. Cavalier and Mitchell D. Kaye, the Co-Managing Members of Xmark Capital
Partners, LLC, the Managing Member of Opportunity Partners, share voting and
investment power with respect to all securities beneficially owned by
Opportunity Partners.
As of January 26, 2010, Opportunity LP held 596,859 shares of Common Stock,
$0.001 par value per share (the "Common Shares"), of the Company and Opportunity
Ltd held 1,499,137 Common Shares of the Company. Based upon information set
forth in the Company's most recent Quarterly Report on Form 10-Q, as filed with
the Securities and Exchange Commission on November 9, 2009, there were
47,182,222 Common Shares of the Company deemed issued and outstanding as of
January 26, 2010. As a result of the foregoing, for purposes of Reg. Section
240.13d-3, Opportunity Partners is deemed to beneficially own 2,095,996 Common
Shares of the Company, or 4.4% of the Common Shares of the Company deemed issued
and outstanding as of January 26, 2010. Opportunity Partners's interest in the
securities reported herein is limited to the extent of its pecuniary interest in
Opportunity LP and Opportunity Ltd, if any.
Item 5. Interest in Securities of the Issuer.
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Item 5 is hereby amended by deleting Item 5 in its entirety and by
substituting the following in lieu thereof:
Based upon information set forth in the Company's most recent
Quarterly Report on Form 10-Q, as filed with the Securities and Exchange
Commission on November 9, 2009, there were 47,182,222 Common Shares of the
Company deemed issued and outstanding as of January 25, 2010.
As of January 26, 2010, Opportunity LP held 596,859 Common Shares of
the Company and Opportunity Ltd held 1,499,137 Common Shares of the Company.
Opportunity Partners possesses sole power to vote and direct the
disposition of all securities of the Company held by Opportunity LP and
Opportunity Ltd. Messrs. Cavalier and Kaye share voting and investment power
with respect to all securities beneficially owned by Opportunity Partners.
As a result of the foregoing, for purposes of Reg. Section 240.13d-3,
Opportunity Partners is deemed to beneficially own 2,095,996 Common Shares of
the Company, or 4.4% of the Common Shares of the Company deemed issued and
outstanding as of January 26, 2010. As of January 15, 2010, Opportunity Partners
ceased to be the beneficial owner of more than 5% of the Company's Common Shares
deemed issued and outstanding as of January 15, 2010.
The following table details all of the transactions in Common Shares
of the Company, or securities convertible into, exercisable for or exchangeable
for Common Shares of the Company, by the persons referenced in Item 2 (each of
which were effected by Opportunity LP and Opportunity Ltd in ordinary brokerage
transactions), during the sixty (60) day period occurring on or prior to January
26, 2010:
Type of Number Price per
Date Transaction of Shares Security Type Share ($)
---- ----------- --------- ------------- ----------
1/11/2010 Sale 78,171 Common Shares $0.7297
1/12/2010 Sale 55,000 Common Shares $0.7302
1/13/2010 Sale 569,800 Common Shares $0.9421
1/14/2010 Sale 87,861 Common Shares $1.0001
1/15/2010 Sale 192,000 Common Shares $0.9094
1/19/2010 Sale 15,200 Common Shares $0.9500
1/20/2010 Sale 82,000 Common Shares $0.9518
1/21/2010 Sale 54,000 Common Shares $0.9394
1/22/2010 Sale 12,107 Common Shares $0.9500
1/25/2010 Sale 41,300 Common Shares $0.9483
1/26/2010 Sale 15,000 Common Shares $0.9320
Signature
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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.
January 26, 2010 XMARK OPPORTUNITY PARTNERS, LLC
By: XMARK CAPITAL PARTNERS, LLC,
its Managing Member
By: /s/ David C. Cavalier
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Name: David C. Cavalier
Title: Co-Managing Member
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).