4//SEC Filing
KABATZNIK CLIVE 4
Accession 0001213900-18-007146
CIK 0001518520other
Filed
May 31, 8:00 PM ET
Accepted
Jun 1, 4:30 PM ET
Size
9.9 KB
Accession
0001213900-18-007146
Insider Transaction Report
Form 4
Icagen, Inc.NONE
KABATZNIK CLIVE
Director
Transactions
- Award
Warrant
2018-05-30+28,571→ 28,571 totalExercise: $3.50From: 2018-05-30Exp: 2025-05-29→ Common Stock (28,571 underlying) - Award
Series C Convertible Preferred Stock
2018-05-30+28,571→ 28,571 totalExercise: $3.50From: 2018-05-30→ Common Stock (28,571 underlying)
Footnotes (3)
- [F1]On May 30, 2018, Mr. Kabatznik entered into a Securities Purchase Agreement with Icagen, Inc. (the "Company") pursuant to which the Company issued to Mr. Kabatznik one preferred stock unit (the "Unit") in a private placement for total offering proceeds of $100,000. Each Unit consists of an aggregate of: (i) 28,571 shares of Series C Convertible Preferred Stock initially convertible into 28,571 shares of the Company's common stock (the "Common Stock"); and (ii) a warrant to purchase 28,571 shares of Common Stock at an initial exercise price of $3.50 per share (subject to adjustment).
- [F2]The 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.
- [F3]The 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.
Documents
Issuer
Icagen, Inc.
CIK 0001518520
Entity typeother
Related Parties
1- filerCIK 0001033830
Filing Metadata
- Form type
- 4
- Filed
- May 31, 8:00 PM ET
- Accepted
- Jun 1, 4:30 PM ET
- Size
- 9.9 KB