Filed Pursuant to Rule 424(b)(3)

Registration No. 333-237991

 

PROSPECTUS SUPPLEMENT NO. 3

To Prospectus dated May 11, 2020

 

 

6,627,685 Shares of Common Stock

This prospectus supplement No. 3 supplements the prospectus dated May 11, 2020, or the Prospectus, relating to the proposed resale or other disposition from time to time of up to 6,627,685 shares of DermTech, Inc., or the Company, common stock, $0.0001 par value per share, or the Common Stock, as follows: (i) an aggregate of up to 2,467,724 shares of Common Stock issued in connection with a private placement, or the 2020 PIPE Financing, on March 4, 2020; (ii) an aggregate of up to 2,588 shares of Common Stock issued in connection with the exercise of certain of the Placement Agent Warrants (as defined in the Prospectus) and certain of the Series C Warrants (as defined in the Prospectus); (iii) an aggregate of up to 3,198,949 shares of Common Stock that are issuable upon the conversion of outstanding shares of the Series B‑1 Convertible Preferred Stock of the Company that were issued in the 2020 PIPE Financing; (iv) an aggregate of up to 523,814 shares of Common Stock that are issuable upon the conversion of outstanding shares of the Series B‑2 Convertible Preferred Stock of the Company that were issued in the 2020 PIPE Financing and (v) an aggregate of up to 434,610 shares of Common Stock underlying the outstanding Placement Agent Warrants and Series C Warrants, or collectively the Warrants, held by certain selling securityholders. The Company is not selling any securities under the Prospectus and will not receive any of the proceeds from the sale of securities by the selling securityholders, except that the Company may receive up to approximately $4,003,916 in aggregate gross proceeds from the exercise of the Warrants, if the Warrants are exercised for cash (and, as applicable, not on a cashless basis), based on the per share exercise price of the Warrants.

This prospectus supplement incorporates into the Prospectus the information contained in our attached current report on Form 8-K, which was filed with the Securities and Exchange Commission on June 26, 2020.

You should read this prospectus supplement in conjunction with the Prospectus, including any supplements and amendments thereto.  This prospectus supplement is qualified by reference to the Prospectus except to the extent that the information in the prospectus supplement supersedes the information contained in the Prospectus. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any supplements and amendments thereto.

The selling securityholders or their assignees or successors-in-interest may offer and sell the shares of Common Stock described in the Prospectus in a number of different ways and at varying prices. We provide more information about how a selling securityholder may sell its shares of Common Stock in the section titled “Plan of Distribution” appearing in the Prospectus.

Our Common Stock is listed on the Nasdaq Capital Market under the symbol “DMTK.” On June 25, 2020, the last reported sale price of our Common Stock was $14.90 per share.

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AN INVESTMENT IN OUR COMMON STOCK INVOLVES RISKS. SEE THE SECTION ENTITLED “RISK FACTORS” BEGINNING ON PAGE 28 OF PROSPECTUS SUPPLEMENT NO. 1,

DATED MAY 13, 2020, TO THE PROSPECTUS.

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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

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The date of this prospectus supplement is June 26, 2020

 

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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)  

 

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:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

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.  ☐ 

 

 

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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):

 

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).

 

 

 

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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.