0000899243-19-023179.txt : 20190909 0000899243-19-023179.hdr.sgml : 20190909 20190909202318 ACCESSION NUMBER: 0000899243-19-023179 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190829 FILED AS OF DATE: 20190909 DATE AS OF CHANGE: 20190909 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Collins Cynthia CENTRAL INDEX KEY: 0001405692 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38118 FILM NUMBER: 191084125 MAIL ADDRESS: STREET 1: 65 WEST WATKINS MILL ROAD CITY: GAITHERSBURG STATE: MD ZIP: 20878 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DermTech, Inc. CENTRAL INDEX KEY: 0001651944 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11099 N. TORREY PINES ROAD STREET 2: SUITE 100 CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 858-450-4222 MAIL ADDRESS: STREET 1: 11099 N. TORREY PINES ROAD STREET 2: SUITE 100 CITY: LA JOLLA STATE: CA ZIP: 92037 FORMER COMPANY: FORMER CONFORMED NAME: Constellation Alpha Capital Corp. DATE OF NAME CHANGE: 20150827 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2019-08-29 0 0001651944 DermTech, Inc. DMTK 0001405692 Collins Cynthia C/O DERMTECH, INC., 11099 N. TORREY PINES ROAD, SUITE 100 LA JOLLA CA 92037 1 0 0 0 Common Stock 10728 D Restricted Stock Units Common Stock 8755 D On August 29, 2019, Issuer completed a merger transaction (the "Merger") pursuant to an Agreement and Plan of Merger, dated May 29, 2019, by and among Issuer, DT Merger Sub, Inc., and DermTech Operations, Inc., formerly known as DermTech, Inc. ("DermTech Operations"), as filed with the Securities and Exchange Commission on Form 8-K on May 29, 2019 (the "Merger Agreement"). Pursuant to the Merger Agreement, all issued and outstanding common stock of DermTech Operations converted into and beecame common stock of Issuer, and all issued and outstanding restricted stock units of DermTech Operations converted into and became restricted stock units with the right to receive Issuer common stock. (Continued from Footnote 1) On August 29, 2019, following the completion of the Merger, Issuer effected a reverse stock split at a ratio of one share for every two shares of Issuer common stock outstanding (the "Reverse Stock Split"). These shares of Issuer common stock were received in connection with the Merger in exchange for shares of DermTech Operations common stock. Each share of DermTech Operations common stock was cancelled and exchanged for the right to receive 1.16150415935026 shares of common stock of Issuer. The shares of common stock of Issuer reported reflect any necessary adjustments to account for the Reverse Stock Split. The shares of Issuer common stock underlying these restricted stock units have fully vested and will be released to the reporting person on the earliest to occur of (i) December 31, 2019, (ii) a change of control of Issuer, or (iii) the death of reporting person. These restricted stock units of Issuer were received in connection with the Merger in exchange for restricted stock units of DermTech Operations. Each restricted stock unit to receive one share of DermTech Operations was cancelled and exchanged for a restricted stock unit to receive 1.16150415935026 shares of Issuer common stock, on the same terms and conditions applicable to the original award. The shares of Issuer common stock underlying the restricted units reported reflect any necessary adjustments to account for the Reverse Stock Split. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock. Exhibit List Exhibit 24 - Power of Attorney /s/ Christian C. Hollweg, attorney-in-fact 2019-09-09 EX-24 2 attachment1.htm EX-24 DOCUMENT

                               POWER OF ATTORNEY

    Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jenna Stewart, Christian Hollweg, Jason Miller, Amanda Hartman,
Anne T. Leland and Brenda Meyette of Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C., signing singly, with full power of substitution, the undersigned's
true and lawful attorney-in-fact to:

    (1) execute for and on behalf of the undersigned, in the undersigned's
        capacity as a director of DermTech, Inc., Forms 3, 4 and 5 in accordance
        with Section 16(a) of the Securities Exchange Act of 1934, as amended,
        and the rules thereunder;

    (2) do and perform any and all acts for and on behalf of the undersigned
        that may be necessary or desirable to complete and execute any such Form
        3, 4 or 5 and timely file such form with the United States Securities
        and Exchange Commission and any stock exchange or similar authority; and

    (3) take any other action of any type whatsoever in connection with the
        foregoing that, in the opinion of such attorney-in-fact, may be of
        benefit to, in the best interests of, or legally required by the
        undersigned, it being understood that the documents executed by such
        attorney-in-fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such terms and
        conditions as such attorney-in-fact may approve in such attorney-in-
        fact's discretion.

    The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934, as amended.

    This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed this 29th day of August, 2019.


                                        Signature:/s/ Cynthia Collins
                                                  -----------------------------
                                        Name: Cynthia Collins