As filed with the Securities and Exchange Commission on January 17, 2020
REGISTRATION NO. 333 -
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
under
the SECURITIES ACT OF 1933
DERMTECH, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 84-2870849 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
11099 N. Torrey Pines Road, Suite 100
La Jolla, CA 92037
(Address, Including Zip Code, of Principal Executive Offices)
DermTech, Inc. Amended and Restated 2010 Stock Plan
(Full Title of the Plan)
Kevin Sun
Chief Financial Officer
DermTech, Inc.
11099 N. Torrey Pines Road, Suite 100
La Jolla, CA 92037
(858) 450-4222
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” inRule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☒ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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| Title of Securities to be Registered | Amount to be Registered | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||
Common Stock, $0.0001 par value | 880,212 shares (1) | (2) | $8,514,761.70 (2) | $1,105.22 | ||||
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| (1) | The number of shares of common stock, par value$0.0001 per share, or Common Stock, stated above consists of additional shares of Common Stock available for issuance under the DermTech, Inc. Amended and Restated 2010 Stock Plan, or the Plan, by operation of the Plan’s “evergreen” provision. The maximum number of shares which may be sold pursuant to the Plan is subject to adjustment in accordance with certain anti-dilution and other provisions of the Plan. Accordingly, pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, this Registration Statement covers, in addition to the number of shares stated above, an indeterminate number of shares which may be subject to grant or otherwise issuable after the operation of any such anti-dilution and other provisions. |
| (2) | This calculation is made solely for the purpose of determining the registration fee pursuant to the provisions of Rule 457(c) and (h) under the Securities Act as follows: (i) in the case of shares of Common Stock which may be purchased upon exercise of outstanding options, the fee is calculated on the basis of the weighted-average exercise price of the outstanding options; and (ii) in the case of shares of Common Stock for which options and stock-based awards have not yet been granted and the purchase price of which is therefore unknown, the fee is calculated on the basis of the average of the high and low sale prices per share of the Common Stock on the Nasdaq Capital Market as of a date (January 14, 2020) within five business days prior to filing this Registration Statement. The chart below details the calculations of the registration fee: |
Securities | Number of Shares | Offering Price Per Share | Aggregate Offering Price | |||||||||
Shares issuable upon the exercise of outstanding options granted under the Plan | 327,978 | $ | 9.73 | (2)(i) | $ | 3,191,225.94 | ||||||
Shares reserved for future grant under the Plan | 552,234 | $ | 9.64 | (2)(ii) | $ | 5,323,535.76 | ||||||
Proposed Maximum Aggregate Offering Price | $ | 8,514,761.70 | ||||||||||
Registration Fee | $ | 1,105.22 | ||||||||||
EXPLANATORY NOTE
This Registration Statement registers an aggregate of 880,212 additional shares of the Registrant’s common stock reserved under the Plan, representing an increase of 880,212 shares reserved under the Plan effective January 1, 2020 by operation of the Plan’s “evergreen” provision. This Registration Statement registers additional securities of the same class as other securities for which a registration statement filed on FormS-8 of the Registrant relating to an employee benefit plan is effective (FileNo. 333-234745). The information contained in the Registrant’s registration statement on FormS-8 (FileNo. 333-234745) is hereby incorporated by reference pursuant to General Instruction E of FormS-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following exhibits are filed as a part of or incorporated by reference into this Registration Statement:
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in San Diego, California on January 17, 2020.
| DERMTECH, INC. | ||
| By: | /s/ Kevin Sun | |
| Name: Kevin Sun | ||
| Title: Chief Financial Officer | ||
Each person whose signature appears below constitutes and appoints John Dobak, M.D. and Kevin Sun, and each of them singly, his or her true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution in each of them singly, for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on FormS-8 of DermTech, Inc., and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to theattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in or about the premises, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that theattorneys-in-fact and agents or any of each of them or their substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ John Dobak, M.D. | ||||
| John Dobak, M.D. | Chief Executive Officer and Director (Principal Executive Officer) | January 17, 2020 | ||
/s/ Kevin Sun | ||||
| Kevin Sun | Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) | January 17, 2020 | ||
/s/ Matt Posard | ||||
| Matt Posard | Director | January 17, 2020 | ||
/s/ Cynthia Collins | ||||
| Cynthia Collins | Director | January 17, 2020 | ||
/s/ Enrico Picozza | ||||
| Enrico Picozza | Director | January 17, 2020 | ||
/s/ Herm Rosenman | ||||
| Herm Rosenman | Director | January 17, 2020 | ||
/s/ Gary Jacobs | ||||
| Gary Jacobs | Director | January 17, 2020 | ||
/s/ Gene Salkind, M.D. | ||||
| Gene Salkind, M.D. | Director | January 17, 2020 | ||
/s/ Scott Pancoast | ||||
| Scott Pancoast | Director | January 17, 2020 | ||