0000899243-19-023201.txt : 20190909 0000899243-19-023201.hdr.sgml : 20190909 20190909203610 ACCESSION NUMBER: 0000899243-19-023201 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: Jacobs Gary E. CENTRAL INDEX KEY: 0001726114 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38118 FILM NUMBER: 191084140 MAIL ADDRESS: STREET 1: C/O MOTUS GI HOLDINGS, INC. STREET 2: 1301 BROWARD BLVD., 3RD FLOOR CITY: FT. LAUDERDALE STATE: FL ZIP: 33301 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 0001726114 Jacobs Gary E. C/O DERMTECH, INC., 11099 N. TORREY PINES ROAD, SUITE 100 LA JOLLA CA 92037 1 0 1 0 Common Stock 797978 I By Jacobs Investment Company LLC Common Stock 624 I By Jacobs Family Trust Dated 11-9-99 Common Stock 492779 D Option to Purchase Common Stock 1.08 2023-11-07 Common Stock 3990 D Option to Purchase Common Stock 1.08 2024-01-02 Common Stock 692 D Option to Purchase Common Stock 1.08 2024-01-02 Common Stock 692 D Option to Purchase Common Stock 1.08 2024-02-25 Common Stock 3990 D Option to Purchase Common Stock 1.12 2019-01-04 Common Stock 13171 D Restricted Stock Units Common Stock 16432 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 became common stock of Issuer, all issued and outstanding options of DermTech Operations converted into and became options to purchase shares of Issuer's common stock, 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"). 721,055 of the reported 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. These shares of Issuer common stock are directly held by Jacobs Investment Company LLC. Reporting person is the managing member of Jacobs Investment Company LLC. Reporting person exercises sole dispositive and sole voting power over the shares owned by Jacobs Investment Company LLC. Reporting person disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purposes. 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. These shares of Issuer common stock may be deemed beneficially owned by the reporting person as Trustee of the Jacobs Family Trust Dated 11-9-99. This option is fully vested and exercisable. These options to purchase Issuer common stock were received in connection with the Merger in exchange for options to purchase shares of DermTech Operations common stock. Each option to purchase one share of DermTech Operations common stock was cancelled and exchanged for the right to receive an option to purchase 1.16150415935026 shares of Issuer common stock, on the same terms and conditions applicable to the original award. The shares of Issuer common stock exercisable pursuant to the option reported reflect any necessary adjustments to account for the Reverse Stock Split. The exercise price reported reflects the Reverse Stock Split. Commencing on January 1, 2019 (the "Vesting Start Date"), the reporting person shall acquire a vested interest in the shares of Issuer common stock exercisable pursuant to the option in a series of forty-eight (48) successive monthly installments on the last day of each full month following the Vesting Start Date, subject to the reporting person's continued service to the Issuer. Twenty-four (24) months of vesting of the option accellerated immediately prior to the Merger. 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 and shareholder 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 22nd day of August, 2019.


                                        Signature:/s/ Gary Jacobs
                                                  ------------------------------

                                        Name: Gary Jacobs