X0206 3 2019-08-29 0 0001651944 DermTech, Inc. DMTK 0001323252 Kemper Steven J C/O DERMTECH, INC., 11099 N. TORREY PINES ROAD, SUITE 100 LA JOLLA CA 92037 0 1 0 0 Chief Financial Officer Common Stock 59685 D Warrant to Purchase Common Stock 1.08 2019-08-29 2023-12-17 Common Stock 13101 D Restricted Stock Units Common Stock 72632 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 warrants of DermTech Operations converted into and became warrants 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"). 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. On December 17, 2013, the reporting person was granted a warrant to purchase shares of DermTech Operations common stock. In connection with the Merger, the original warrant was cancelled and exchanged for a warrant to purchase shares of Issuer common stock, on the same terms and conditions applicable to the original warrant. The warrant is fully vested and exercisable. This warrant to purchase Issuer common stock was received in connection with the Merger in exchange for a warrant 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 warrant reported reflect any necessary adjustments to account for the Reverse Stock Split. The exercise price reported reflects 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