UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~November~~April 1429, ~~2018~~2019

Icagen, Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-54748

20-0982060

(State or other jurisdiction
of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

4222 Emperor Blvd., Suite 350

Research Triangle Park,

Durham, NC 27703

(Address of principal executive offices)

(zip code)

(919) 941-5206

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if

changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Securities ~~1.01.~~registered ~~Entry~~pursuant to ~~into~~Section a12(b) ~~Material~~of ~~Definitive~~the ~~Agreement~~Act: None.

OnTitle ~~November 14, 2018, the Board~~ of ~~Directors (the~~each ~~“Board”)~~class ofTrading ~~Icagen, Inc.~~ Symbol(~~the “Company”) approved an amendment to the Company’~~s ~~employment agreement with Richard Cunningham, (the “Cunningham Amendment”~~). ~~The~~Name ~~Cunningham~~of ~~Amendment~~each ~~increased~~exchange ~~Mr.~~on ~~Cunningham’s~~which ~~salary to Three Hundred Seventy Five Thousand Dollars ($375,000) per year. Mr. Cunningham serves as the Chief Executive Officer of the Company.~~registered

OnItem ~~November 14, 2018, the Board approved an amendment to the Company’s employment agreement with Douglas Krafte, Ph~~1.D01., ~~(the~~Entry ~~“Krafte~~into ~~Amendment”).~~a ~~The Krafte~~Material ~~Amendment~~Definitive ~~increased Dr~~Agreement. Krafte’s salary to Two Hundred Ninety Five Thousand Dollars ($295,000) per year and increased Dr. Krafte’s target bonus to up to 50% of his base salary. Dr. Krafte serves as the Chief Scientific Officer of the Company.

~~The~~On ~~information~~April ~~contained~~30, in2019, ~~this~~Icagen, ~~Item 1~~Inc.01 ~~regarding~~(the “Company”) entered into a lease (the ~~Cunningham~~“Lease”) ~~Amendment~~with ~~and~~Durham Royal Center, LLC (the ~~Kraft~~“Landlord”), ~~Amendment~~pursuant ~~and~~to which the Company will lease approximately 11,207 square feet of office space located at 4222 Emperor Boulevard, Durham, North Carolina 27703 (the “Premises”) for its principal executive offices. The Premises are ~~qualified~~the inCompany’s ~~their~~current ~~entirety~~principal byexecutive offices. The Company will become responsible for paying rent under the ~~copy~~Lease of(the ~~each~~“Rent ~~agreement~~Commencement Date”) beginning ~~attached~~on toApril ~~this~~30, ~~Current~~2019. ~~Report~~The initial term of the Lease will commence on ~~Form~~the 8Rent Commencement Date and expire thirty-Ksix (36) months after the Rent Commencement Date, unless sooner terminated as ~~Exhibits~~described 10in the Lease.1 The Company’s monthly base rent for the Premises will start at approximately $19,612 commencing on the Rent Commencement Date and 10will increase on an annual basis up to a maximum monthly base rent of approximately $20,807.2 The Company will be obligated to pay the landlord for certain costs, taxes and ~~incorporated~~operating ~~herein~~expenses byas ~~this~~specified ~~reference~~in the Lease.

~~Item~~The ~~5.02.~~Company’s ~~Departure~~current oflease ~~Directors~~expires in oraccordance ~~Certain~~with ~~Officers;~~its ~~Election~~terms ofon ~~Directors;~~April ~~Appointment~~30, ~~of Certain Officers; Compensatory Arrangements of Certain Officers~~2019.

~~See~~The ~~Item~~foregoing ~~1.01 for a~~ description of the Lease ~~Cunningham~~does ~~Amendment~~not purport to be complete and ~~the~~is ~~Krafte~~qualified ~~Amendment.~~in ~~The~~its ~~information~~entirety ~~set~~by ~~forth~~reference into ~~Item~~the ~~1.01~~Lease, isa ~~hereby~~complete ~~incorporated~~copy byof ~~reference~~which ~~into~~is filed as Exhibit 10.1 to this ~~Item~~Current 5Report on Form 8-K.~~02.~~

OnItem November 14, 2018, the Board granted under the Company’s 2015 Stock Incentive Plan the following: (i) options to each of the Company’s five non-executive members of the Board to purchase 25,000 shares of common stock, par value $02.~~001~~03. ~~per~~Creation ~~share~~ of ~~the~~a ~~Company~~Direct ~~(the~~Financial ~~“Common~~Obligation ~~Stock”), of~~or ~~which 12,500 options vest immediately and 12,500 options vest on the one year anniversary of the date of grant,; (ii)~~ an ~~additional option~~Obligation toUnder ~~the Company’s Chairman of the Board to purchase 100,000 shares of Common Stock, which vests immediately; (iii)~~ an ~~option~~Off-balance toSheet ~~the~~Arrangement ~~Company’s Chief Executive Officer to purchase 535,000 shares~~ of ~~Common Stock, which vests pro rata on~~ a ~~monthly~~ basis over a three year period; (iv) an option to the Company’s Chief Scientific Officer to purchase 120,000 shares of Common Stock, which vests pro rata on a monthly basis over a three year period; and (v) an option to the Company’s Chief Financial Officer to purchase 100,000 shares of Common Stock, which vests immediatelyRegistrant. ~~All of the stock options granted have an exercise price of $3.50 per share and, subject to early expiration, expire ten years after their date of grant.~~

InThe ~~addition,~~description of the ~~Board~~Lease ~~determined~~in ~~that~~“Item ~~the~~1.01— ~~annual~~Entry ~~director~~into ~~cash~~a ~~compensation~~Material ~~for~~Definitive ~~the~~Agreement” ~~year~~of ~~ended~~this ~~December~~Current ~~31,~~Report ~~2018~~on ~~would~~Form ~~remain~~8-K atis ~~$25,000~~incorporated by reference in its entirety into this Item 2.03.

Item 95.0102. ~~Financial~~Departure ~~Statements~~of ~~and~~Directors ~~Exhibits~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 29, 2019, the Board of Directors (dthe “Board”) ~~Exhibits~~of the Company, based upon the recommendation of the Compensation Committee of the Board, granted under the Company’s 2018 Stock Incentive Plan the following: (i) options to purchase 154,616 shares of common stock, par value $0.001 per share of the Company (the “Common Stock”), to the Company’s Chief Executive Officer, Richard Cunningham; and (ii) options to purchase 75,267 shares of Common Stock to the Company’s Chief Scientific Officer, Douglas Krafte. These options represent the balance of awards that were not previously granted to each of Mr. Cunningham and Dr. Krafte, respectively, due to an insufficient number of awards then being available under the company’s prior equity incentive plan. These options granted to each of Mr. Cunningham and Dr. Krafte, respectively: (i) are incentive stock options to the extent permitted under any equity incentive plan and any applicable law; (ii) have an effective date of grant of the date on which the Board approves the grant; (iii) expire ten years after the effective date of the grant (subject to earlier expiration in connection with termination of optionee’s service with the Company); (iv) vest immediately on the effective date of grant; (v) have an exercise price equal to $3.50 per share; and (vi) will be evidenced by one of the forms of stock option agreement approved by the Compensation Committee or the Board.

~~The~~Item ~~following~~9.01. ~~exhibits~~Financial ~~are~~Statements ~~being~~and ~~filed as part of this Report~~Exhibits.

Exhibit Number		Description
10.1		Amendment to Employment Agreement, dated as of November 14, 2018, by and between Richard Cunningham and the Company*
10.2		Amendment to Employment Agreement, dated as of November 14, 2018, by and between Douglas Krafte and the Company*

(d) Exhibits

*The ~~Filed~~following ~~herewith~~exhibit is being filed as part of this Current Report on Form 8-K.

Exhibit

Number

Description

10.1

Lease by and between Icagen, Inc. and Durham Royal Center, LLC, dated as of April 30, 2019

~~SIGNATURES~~1

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~SIGNATURES

Dated: November 20, 2018	ICAGEN, INC.
	By:	/s/ Mark Korb
	Name: Title:	Mark Korb Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 2, 2019	ICAGEN, INC.

	By:	/s/ Mark Korb
		Name: Mark Korb Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Exhibits

10.1		Lease by and between Icagen, Inc. and Durham Royal Center, LLC, dated as of April 30, 2019

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