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): June 24, 2020
DERMTECH, INC.
(Exact name of registrant as specified in its charter)
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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 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)) |
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 |
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) 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 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Executive Officer Equity Awards
On June 24, 2020, the Compensation Committee of the Board of Directors of DermTech, Inc., or the Company, granted options to purchase Company common stock, or Options, and restricted stock units representing the contingent right to receive Company common stock, or RSUs, to certain executive officers of the Company under the DermTech, Inc. 2020 Equity Incentive Plan, or the 2020 EIP. Additionally, on June 24, 2020, the Compensation Committee recommended that the Board of Directors grant Options and RSUs to John Dobak, M.D., the Company’s Chief Executive Officer. The Board of Directors granted such Options and RSUs to Dr. Dobak on June 25, 2020.
The following table sets forth the number of shares underlying the RSUs and Options that were awarded to the Company’s principal financial officer and named executive officers (including the Company’s principal executive officer):
Name | Position | Options | RSUs |
John Dobak | Chief Executive Officer | 107,215 | 60,916 |
Kevin Sun | Chief Financial Officer | 35,108 | 19,947 |
Burkhard Jansen | Chief Medical Officer | 22,655 | 12,872 |
Todd Wood | Chief Commercial Officer | 28,077 | 15,952 |
The Options awarded to Mr. Sun, Dr. Jansen and Mr. Wood have an exercise price of $14.88 per share. One quarter of such Options vest on June 24, 2021 and the remaining three quarters vest in equal monthly installments over the three years following June 24, 2021, subject to the respective recipient’s continued service and to certain acceleration events described in the respective award agreements.
The Options awarded to Dr. Dobak have an exercise price of $14.90 per share. One quarter of such Options vest on June 25, 2021 and the remaining three quarters vest in equal monthly installments over the three years following June 25, 2021, subject to his continued service and to certain acceleration events described in his award agreement.
One quarter of the RSUs awarded to Dr. Dobak, Mr. Sun, Dr. Jansen and Mr. Wood vest on June 10, 2021 and the remaining three quarters vest in equal quarterly installments over the three years following June 10, 2021, subject to the respective recipient’s continued service and to certain acceleration events described in the respective award agreements.
The applicable forms of executive Option and RSU award agreement and grant notice under the 2020 EIP provide that the Options or RSUs, as applicable, will vest in full if the executive is terminated other than for cause, death or disability, or if the executive resigns for good reason, in either case during a period beginning three months prior to and ending 18 months following a change in control of the Company (or, in the case of Mr. Sun, alternatively within 18 months following a change in the Company’s chief executive officer).
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.
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| | | | DERMTECH, INC. |
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Date: June 26, 2020 | | | | By: | | /s/ Kevin Sun |
| | | | | | Name: Kevin Sun |
| | | | | | Title: Chief Financial Officer |
