Icagen, Inc. (FRA:ICFN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On April 12, 2017, Icagen, Inc. (the Company) sold in a private
placement offering (the Offering) to three (3) investors, which
included two members of the Board of Directors, to a securities
purchase agreement entered into with each investor (the Purchase
Agreements), 150 units at a price of $10,000 per unit (the Units)
consisting of a note (the Note) in the principal amount of
$10,000 and a five year warrant (the Warrants) to acquire 1,500
shares of the Companys common stock, par value, $0.001 per share
(Common Stock), at an exercise price of $3.50 per share. The
aggregate gross cash proceeds to the Company from the sale of the
150 Units was $1,500,000.
The Notes bear interest at a rate of 8% per annum and mature on
the earlier of (i) the date that is thirty (30) days after the
date of issuance or (ii) the closing of the Companys next debt
financing. to a Security and Pledge Agreement the Notes are
secured by a lien on all of the current assets of the Company
(excluding the equity of and assets of the Companys wholly owned
subsidiary, Icagen-T, Inc.). Amounts overdue bear interest at a
rate of 1% per month.
The Warrants have an initial exercise price of $3.50 per share
and are exercisable for a period of five years from the date of
issuance. Each Warrant is exercisable for one share of Common
Stock, which resulted in the issuance of Warrants exercisable to
purchase an aggregate of 225,000 shares of Common Stock. The
Warrants are subject to adjustment in the event of stock splits
and other similar transactions. The investors have the right to
exchange the Warrants for a like number of warrants to be issued
in the Companys next debt financing.
The Company retained Taglich Brothers, Inc. as the exclusive
placement agent for the Offering (the Placement Agent). In
connection therewith, the Company agreed to pay the placement
agent a six percent (6%) commission from the gross proceeds of
the Offering (excluding $500,000 invested by the Companys
Chairman of the Board of Directors, Timothy Tyson) for a total
commission of $60,000. The Company also issuedthe Placement Agent
the same warrant that the investors received 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) (the Placement Agent Warrants). The Placement
Agent has the right to exchange the Placement Agent Warrants for
a like number of warrants to be issued to the lender in the
Companys next debt financing.
The foregoing descriptions of the Note, the Warrant, the Purchase
Agreement and the Security and Pledge Agreement are qualified in
their entirety by reference to the full text of the forms of the
Note, the Warrant, the Purchase Agreement, and the Security and
Pledge Agreement, copies of each of which are attached hereto as
Exhibits 4.1, 4.2, 10.1 and 10.2, respectively.
Item 2.03. Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information contained in Item 1.01 of this Current Report on
Form 8-K is hereby incorporated by reference into this Item 2.03
and made a part hereof.
Item 3.02. Unregistered Sales of Equity
Securities.
The information set forth under Item 1.01 of this Current Report
on Form 8-K is hereby incorporated by reference into this Item
3.02 and made a part hereof. None of the Notes or Warrants sold
in the Offering or the Placement Agent Warrants nor the shares of
Common Stock underlying the Warrants or the Placement Agent
Warrants were registered under the Securities Act of 1933, as
amended (the Securities Act), or the securities laws of any
state, and they were offered and sold in reliance on the
exemption from registration afforded by Section 4(a)(2) and
Regulation D (Rule 506) under the Securities Act and
corresponding provisions of state securities laws, which exempt
transactions by an issuer not involving any public offering. The
investors are accredited investors as such term is defined in
Regulation D promulgated under the Securities Act.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 4.1 | Form of Note Issued to Investors | |
| 4.2 | Form of Warrant Issued to Investors | |
| 10.1 |
Form of Securities Purchase Agreement between Icagen, Inc. and Investors |
|
| 10.2 |
Form of Security and Pledge Agreement between Icagen, Inc. and Investors |
Icagen, Inc. (FRA:ICFN) Recent Trading Information
Icagen, Inc. (FRA:ICFN) closed its last trading session at 4.20 with shares trading hands.