X0206 3 2019-08-29 0 0001651944 DermTech, Inc. DMTK 0001493215 RTW INVESTMENTS, LP 412 WEST 15TH STREET, FLOOR 9 NEW YORK NY 10011 0 0 1 0 0001493280 WONG RODERICK C/O RTW INVESTMENTS, LP 412 WEST 15TH STREET, FLOOR 9 NEW YORK NY 92037 0 0 1 0 Common Stock 2386871 I By RTW Investments, LP Warrant to Purchase Common Stock 9.54 2019-08-29 2020-09-25 Common Stock 31449 I By RTW Investments, LP Warrant to Purchase Common Stock 9.54 2019-08-29 2021-03-07 Common Stock 31449 I By RTW Investments, LP 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, and all issued and outstanding warrants of DermTech Operations converted into and became warrants to purchase shares of Issuer's common stock. (Continued from Footnote 1) On August 29, 2019, following the completion of the Merger, the 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"). 1,386,871 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. Consists of shares held by RTW Master Fund, Ltd. and shares held by RTW Innovation Master Fund, Ltd (collectively, the "RTW Funds"). The securities reported herein may be deemed beneficially owned by each of: (i) RTW Investments, LP ("RTW"), which is deemed the beneficial owner of shares held by the RTW Funds, which are investment funds managed by RTW, and (ii) Roderick Wong, M.D., who serves as the Managing Partner and Chief Investment Officer of RTW. Dr. Wong exercises voting and dispositive control over the securities held by RTW and is therefore deemed to be a beneficial owner of securities owned or controlled by RTW. Each of RTW and Dr. Wong disclaim beneficial ownership of the reported securities held by the Funds, except to the extent of its or his pecuniary interest therein. On September 25, 2017, the RTW Funds were granted warrants to purchase shares of DermTech Operations common stock. In connection with the Merger, the warrants were cancelled and exchanged for warrants to purchase shares of Issuer common stock, on the same terms and conditions applicable to the original warrants. The warrants are fully vested and exercisable. These warrants to purchase Issuer common stock were received in connection with the Merger in exchange for warrants to purchase shares of DermTech Operations common stock. Each warrant to purchase one share of DermTech Operations common stock was cancelled and exchanged for the right to receive a warrant to purchase 1.16150415935026 shares of Issuer common stock, on the same terms and conditions applicable to the original warrant. The shares of Issuer common stock exercisable pursuant to the warrants reported reflect any necessary adjustments to account for the Reverse Stock Split. Consists of shares held directly by RTW Master Fund, Ltd. and shares held directly by RTW Innovation Master Fund, Ltd. The exercise price reported reflects the Reverse Stock Split. On March 7, 2018, the RTW Funds were granted warrants to purchase shares of DermTech Operations common stock. In connection with the Merger, the warrants were cancelled and exchanged for warrants to purchase shares of Issuer common stock, on the same terms and conditions applicable to the original warrants. The warrants are fully vested and exercisable. Consists of shares held directly by RTW Master Fund, Ltd. and shares held directly by RTW Innovation Master Fund, Ltd. Exhibit List Exhibit 24.1 - Power of Attorney Exhibit 24.2 - Power of Attorney /s/ Christian Hollweg, attorney-in-fact 2019-09-09 /s/ Christian Hollweg, attorney-in-fact 2019-09-09