UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): September 30, 2019
DERMTECH, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38118 | 84-2870849 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
11099 N. Torrey Pines Road, Suite 100
La Jolla, CA 92037
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code (858)450-4222
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, par value $0.0001 per share | DMTK | The Nasdaq Capital Market | ||
| Warrants to purchase Common Stock | DMTKW | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) orRule 12b-2 of the Securities Exchange Act of1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark 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 8.01 | Other Events. |
On August 29, 2019, DermTech, Inc., or the Company, entered into aLock-Up Agreement, or theLock-Up Agreement, with certain current holders of Company common stock, or theLock-Up Parties, in connection with the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of May 29, 2019, by and among the Company, DermTech Operations, Inc. and DT Merger Sub, Inc., as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of August 1, 2019, or the Merger Agreement. Pursuant to the Merger Agreement, on August 29, 2019 DT Merger Sub, Inc. merged with and into DermTech Operations, Inc., with DermTech Operations, Inc. surviving as a wholly owned subsidiary of the Company.
On September 30, 2019, prior to the commencement of trading on The Nasdaq Capital Market, the Company released certainLock-Up Parties from theLock-Up Agreement, which the Company expects will result in the release of approximately 1,910,707 shares of Company common stock held by theseLock-Up Parties, or the Released Shares. As a result, the Released Shares became available for trading on The Nasdaq Capital Market beginning at the open of trading on September 30, 2019.
SIGNATURES
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.
DERMTECH, INC. | ||||||
Date: September 30, 2019 | By: | /s/ Kevin Sun | ||||
Name: Kevin Sun | ||||||
Title: Chief Financial Officer | ||||||