Sec Form 4 Filing - TYSON TIMOTHY @ Icagen, Inc. - 2018-07-13

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person TYSON TIMOTHY 2. Issuer Name and Ticker or Trading Symbol Icagen, Inc. [ NONE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ICAGEN, INC. 4222 EMPEROR BLVD.,, SUITE 350, RESEARCH TRIANGLE PARK 3. Date of Earliest Transaction (MM/DD/YY) 07/13/2018 (Street) DURHAM, NC27703 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series C Convertible Preferred Stock $ 3.5 ( 1 ) 07/13/2018 A 114,284 07/13/2018 ( 1 )( 2 ) Common Stock 114,284 ( 1 ) ( 2 ) 685,704 I See footnote ( 1 ) Warrant $ 3.5 ( 1 ) ( 3 ) 07/13/2018 A 114,284 07/13/2018 07/13/2025 Common Stock 114,284 ( 1 ) ( 3 ) 685,704 I See footnote ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TYSON TIMOTHY C/O ICAGEN, INC. 4222 EMPEROR BLVD., SUITE 350, RESEARCH TRIANGLE PARK DURHAM, NC27703 X X Signatures /s/ Timothy Tyson 07/17/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 13, 2018, the Tyson Revocable Trust (the "Tyson Trust") entered into a Securities Purchase Agreement with Icagen, Inc. (the "Company") pursuant to which the Company issued to the Tyson Trust an aggregate of four (4) preferred stock units (the "Units") in a private placement for total offering proceeds of $400,000. The four (4) Units consist of an aggregate of: (i) 114,284 shares of Series C Convertible Preferred Stock initially convertible into 114,284 shares of the Company's common stock (the "Common Stock"); and (ii) a warrant to purchase 114,284 shares of Common Stock at an initial exercise price of $3.50 per share (subject to adjustment). The reporting person is the sole trustee of the Tyson Trust and is deemed to indirectly beneficially own the securities reported herein. ( 2 )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. The holder of each share of Series C Convertible Preferred Stock has the right to three votes for each share of Common Stock into which the Series C Convertible Preferred Stock is convertible. ( 3 )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.

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 4(b)(v).

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