UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

DERMTECH, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

24984K105

(CUSIP Number)

Gary Jacobs

c/o DermTech, Inc.

11099 N. Torrey Pines Road, Suite 100

La Jolla, California 92037

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 29, 2019

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ☐.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for the other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 9 Pages

SCHEDULE 13D

SCHEDULE 13D

This Schedule 13D is filed with the U.S. Securities and Exchange Commission (the “Commission”) with respect to the common stock, par value $0.0001 per share (the “Common Stock”), of DermTech, Inc. (the “Issuer”). The Issuer’s principal executive officer is located at 11099 N. Torrey Pines Road, Suite 100, La Jolla, California 92037.

On May 23, 2019, Jacobs Investment and the Issuer, then known as Constellation Alpha Capital Corp., entered into a Subscription Agreement (as amended, the “Subscription Agreement”). Pursuant to the Subscription Agreement, Jacobs Investment agreed to purchase 153,846 shares of the Common Stock (prior to adjusting for the one-for-two reverse stock split described below) at price of $3.25 per share (before adjusting for such reverse stock split), for an aggregate subscription amount of $500,000.

The Subscription Agreement was one of a series of subscription agreements the Issuer entered into with several institutional investors as well as certain existing investors in DermTech Operations (defined below), pursuant to which such investors agreed to purchase common and preferred shares of the Issuer, collectively referred to as the “PIPE Shares,” in a private placement (the “PIPE Financing”) through which the Issuer would raise an aggregate of approximately $24,000,000, less certain offering expenses payable by the Issuer (the “PIPE Consideration”). The purpose of PIPE Financing was to raise additional working capital for the Issuer following the consummation of the business combination transactions described below. The consummation of the PIPE Financing was contingent upon the substantially concurrent consummation of such business combination transactions.

On May 29, 2019, the Issuer, then known as Constellation Alpha Capital Corp., DermTech Operations, Inc., then known as DermTech, Inc. (“DermTech Operations”), and DT Merger Sub, Inc. (“Merger Sub”) entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”), pursuant to which Merger Sub would merge with and into DermTech Operations (the “Business Combination”), with DermTech Operations surviving the Business Combination as a wholly-owned subsidiary of the Issuer.

On August 27, 2019, in connection with the Business Combination, the Issuer re-domiciled out of the British Virgin Islands and continued as a corporation incorporated in the State of Delaware.

On August 29, 2019, (i) the Issuer consummated the PIPE Financing, and (ii) the Issuer, DermTech Operations and Merger Sub consummated the Business Combination. As a result of the Business Combination, all issued and outstanding common stock of DermTech Operations converted into and became common stock of the Issuer, all issued and outstanding stock options of DermTech Operations converted into and became stock options of the Issuer, and all issued and outstanding restricted stock units of DermTech Operations became restricted stock units with the right to receive Common Stock of the Issuer.

On August 29, 2019, following the consummation of the PIPE Financing and the Business Combination, the Issuer (i) changed its name from Constellation Alpha Capital Corp. to DermTech, Inc. pursuant to the filing of its Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware, and (ii) effected a one-for-two reverse stock split of its Common Stock (the “Reverse Stock Split”) pursuant to the filing of a Certificate of Amendment to its Amended and Restated Certificate of Incorporation. Following the consummation of the PIPE Financing and the Business Combination, and after giving effect to the Reverse Stock Split, there were approximately 11,964,288 shares of the Common Stock outstanding.

Upon the consummation of the PIPE Financing and after giving effect to the Reverse Stock Split, Jacobs Investment acquired 76,923 shares of Common Stock for an aggregate purchase price of $500,000 paid with existing funds held by Jacobs Investment.

Upon the consummation of the Business Combination, the Issuer issued shares of its Common Stock to the previous stockholders of DermTech Operations, which included Mr. Jacobs and Jacobs Investment, based on an exchange ratio of 1.16150415935026 shares of Issuer Common Stock for each share of DermTech Operations common stock outstanding immediately prior to the Business Combination (the “Exchange Ratio”). In addition, the outstanding stock options and restricted stock units of DermTech Operations were cancelled and exchanged for stock options and restricted stock units of the Issuer that now represent the right to purchase or receive, as applicable, a number of shares of Issuer Common Stock equal to the Exchange Ratio multiplied by the number of shares of DermTech Operations common stock previously represented by such options and units. The Exchange Ratio was determined in accordance with the Merger Agreement.

Upon the completion of the Business Combination and after giving effect to the Reverse Stock Split, (i) Jacobs Investment acquired an aggregate of 721,055 shares of Common Stock, (ii) Mr. Jacobs acquired 429,779 shares of Common Stock, stock options exercisable for 22,535 shares of Common Stock (of which 18,417 are exercisable within 60 days of the date of this filing) and restricted stock units having the right to receive 16,432 shares of Common Stock (all of which vest within 60 days of the date of this filing), and (iii) Jacobs Family Trust acquired 624 shares of Common Stock, which Mr. Jacobs, as one of the Trustees of the Jacobs Family Trust, may be deemed to beneficially own. All such Common Stock and Issuer equity securities were acquired pursuant to the Reporting Persons’ exchange of previously held common stock and equity securities of DermTech Operations.

This foregoing summary of the PIPE Financing and the Business Combination does not purport to be complete and is qualified in its entirety by reference to the exhibits filed with this Schedule 13D (the “Schedule 13D Exhibits”), which are further described in the Issuer’s Current Report on Form 8-K filed with the Commission on September 5, 2019 (the “September 5 8-K”). The Schedule 13D Exhibits and the September 5 8-K are both incorporated by reference herein.

The descriptions of the PIPE Financing and the Business Combination set forth in Item 3 above are incorporated by reference in their entirety into this Item 4.

Mr. Jacobs acquired the Issuer’s securities pursuant to the terms of the Merger Agreement.

Mr. Jacobs holds certain voting powers with respect to the securities owned by him individually, by Jacobs Investment and by the Jacobs Family Trust. Consistent with the purposes of the PIPE Financing and the Business Combination and Mr. Jacobs’s position as a member of the board of directors of the Issuer, Mr. Jacobs has had or may in the future have discussions with members of the Issuer’s management, fellow members of the Board and others and may take actions or make suggestions and give advice to the Issuer regarding measures and changes. Such actions, discussions and advice may concern the Issuer’s operations, capital structure, strategic and extraordinary transactions, management and governance and other matters that he deems relevant to his position with the Issuer.

Other than as described in this Schedule 13D, Mr. Jacobs does not have any present positions, plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) – (j) of Item 4 of Schedule 13D; provided, that Mr. Jacobs may, at any time, review or reconsider his position with respect to the Issuer and reserve the right to develop such positions, plans or proposals.

Jacobs Investment acquired the Issuer’s securities pursuant to the terms of the Merger Agreement, and with respect to its acquisition of the PIPE Shares, for investment purposes.

Jacobs Investment has no present plans or proposals that relate to or would result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D. Jacobs Investment intends to review its investment in the Issuer on a continuing basis and may engage in communications with other stockholders of the Issuer, knowledgeable industry or market observers, members of the Issuer’s board of directors or management of the Issuer or other representatives of the Issuer, or other persons, regarding the Issuer, including but not limited to its operations, strategy, management, capital structure and the strategic alternatives that may be available to the Issuer. Such discussions may concern ideas or proposals that, if effected, may result in one or more of the events described in Item 4 of Schedule 13D.

Notwithstanding anything contained herein, Jacobs Investment specifically reserves the right to change its intentions with respect to any or all of the matters referred to in this Statement.

The information below is based on an aggregate of 11,964,288 shares of Common Stock issued and outstanding as of the date of this filing, plus (i) 18,417 shares subject to stock options held by Mr. Jacobs that are exercisable within 60 days of the date of this filing and (ii) 16,432 shares underlying restricted stock units held by Mr. Jacobs that vest within 60 days of the date of this filing.

The information provided and incorporated by reference in Items 3, 4 and 5 is hereby incorporated by reference.

In accordance with the terms of the Merger Agreement, the Issuer entered into a Registration Rights Agreement with the Reporting Persons and certain other holders of Issuer Common Stock (collectively, the “Registration Rights Holders”) pursuant to which the Issuer agreed to file a shelf registration statement on Form S-3 with the Commission, no later than 45 calendar days following the consummation of the Business Combination, to register the resale from time to time by the Registration Rights Holders of certain equity securities of the Issuer held by such Registration Rights Holders. The Registration Rights Agreement also provides the Registration Rights Holders with demand and “piggy-back” registration rights, subject to certain minimum requirements and customary conditions. This description does not purport to be complete and is qualified in its entirety by reference to the Registration Rights Agreement, which was filed as an Exhibit to the Issuer’s Current Report on Form 8-K filed with the Commission on September 5, 2019 and is incorporated herein by reference.

Also pursuant to the terms of the Merger Agreement, the Reporting Persons and certain other holders of Issuer Common stock (each, a “Lock-Up Party”) entered into a Lock-Up Agreement with the Issuer, pursuant to which each Lock-Up Party has agreed that, during the period commencing on the consummation of the Business Combination and continuing to and including the date 180 days after the date of the consummation of the Business Combination, each such Lock-Up Party will not sell, offer to sell, pledge, or transfer any Issuer securities held by such Lock-Up Party, subject to certain limited exceptions. This description does not purport to be complete and is qualified in its entirety by reference to the form of Lock-Up Agreement, which was filed as an Exhibit to the Issuer’s Registration Statement on Form S-4 filed with the Commission on June 18, 2019 and is incorporated herein by reference.

Mr. Jacobs, a director of the Issuer, has entered into the Issuer’s form Indemnification Agreement. Pursuant to such form Indemnification Agreement, the Issuer agrees, in certain circumstances, to indemnify each officer and director against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement, incurred as a result of the fact that the officer or director, in his or her capacity as a director or officer of the Issuer, is made or threatened to be made a party to any suit or proceeding. This description is a summary of the terms of the Indemnification Agreement. This description does not purport to be complete and is qualified in its entirety by reference to the form Indemnification Agreement, which was filed as an Exhibit to the Issuer’s Current Report on Form 8-K filed with the Commission on September 5, 2019 and is incorporated herein by reference.

Other than as described in this Schedule 13D, to the best of the Reporting Persons’ knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.

SIGNATURES

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13D with respect to the Common Stock, $0.0001 par value per share, of DermTech, Inc. beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13D.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 9th day of September, 2019.