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Commitments and Contingencies
9 Months Ended
Sep. 30, 2020
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies

6. Commitments and Contingencies

Operating Leases

In January 2013, DermTech Operations entered into a non-cancelable lease agreement for its operating facilities. In January 2014, DermTech Operations signed an amendment to the lease to extend the term through January 2017. In November 2016, DermTech Operations signed a second amendment to the lease to extend the term through March 2022. In August 2019, DermTech Operations signed a third amendment to the lease to add additional space, and in September 2019, the Company signed a fourth amendment to the lease to add additional space. In February 2020, the Company signed a fifth amendment to the lease to add additional space. In connection with the Business Combination, the Company assumed all obligations under the lease, as amended, from DermTech Operations. As part of the fifth amendment, the Company was entitled to a tenant improvement allowance for certain costs incurred while performing these improvements in the amount of $0.3 million, which amount may be increased by up to $0.1 million at the Company’s election and subject to a corresponding increase in rent. The Company records rent expense on a straight line basis over the life of the lease and the difference between the average rent expense and cash payments for rent is recorded as deferred rent and is included in accrued liabilities on the condensed consolidated balance sheet.

Rent and associated common area maintenance expense totaled $0.5 million and $0.2 million for the three months ended September 30, 2020 and 2019, respectively and $1.3 million and $0.5 million for the nine months ended September 30, 2020 and 2019, respectively.

Future minimum operating lease payments for the operating facilities as of September 30, 2020 were (in thousands):

 

Remainder of 2020

 

$

336

 

2021

 

 

1,370

 

2022

 

 

1,411

 

2023

 

 

478

 

Total future minimum lease payments

 

$

3,595

 

 

Deferred Underwriting Fees

In connection with the execution of the Merger Agreement, the Company, DermTech Operations and Cowen and Company, LLC (“Cowen”) entered into a letter agreement, dated May 29, 2019, (the “Deferred Underwriting Fee Assignment Agreement”), pursuant to which the Company agreed to assign to DermTech Operations, and DermTech Operations agreed to assume, the Company’s obligations under the Underwriting Agreement, dated as of June 19, 2017 (the “Underwriting Agreement”), by and among the Company and Cowen. On September 4, 2019, the Company, DermTech Operations and Cowen amended the Deferred Underwriting Fee Assignment Agreement, pursuant to which the Company paid Cowen $0.8 million for the reduction of the balance owed by the Company to Cowen under the Underwriting Agreement to $1.4 million.

Pursuant to the terms of the Deferred Underwriting Fee Assignment Agreement, as amended, if the Company were to raise at least $15.0 million in proceeds received from equity financings consummated prior to the one-year anniversary of the Business Combination, excluding the proceeds received from any financing consummated prior to or simultaneous with the Business Combination, then the Company would pay to the underwriters $1.4 million within one week of the one-year anniversary of the Business Combination. In connection with the Company’s 2020 PIPE Financing, the Company raised $65.0 million in gross proceeds, which satisfied this condition of the Deferred Underwriting Fee Assignment Agreement. On September 2, 2020, the Company paid the underwriters $1.4 million in satisfaction of the Company’s obligation of the deferred underwriting fees in full. No further payment will be required of the Company in connection with the deferred underwriting fees.

Legal Proceedings

On July 7, 2020, the Company and LifeSci Capital LLC (“LifeSci”) participated in a mediation regarding a dispute that arose between them relating to the Business Combination and the 2019 PIPE Financing. During such mediation, the Company and LifeSci informally agreed to settle all claims and disputes between them. On July 14, 2020, the Company and LifeSci entered into a formal settlement agreement, pursuant to which the Company agreed to issue on or about September 4, 2020 in a private placement a variable number of shares of the Company’s common stock to LifeSci in the aggregate value of $1.0 million based upon the fair market value of a share of the Company’s common stock (the “Settlement Agreement”).  Under the Settlement Agreement, the “fair market value of a share of common stock” was deemed to be the average of the closing prices of the Company’s common stock on the Nasdaq Capital Market over the five-day period ending on September 3, 2020. In lieu of paying LifeSci the full settlement amount in shares, the Company was permitted, at its discretion, to pay 50% of the settlement amount in cash and the remaining 50% in shares of common stock.

On September 4, 2020, the Company issued LifeSci 87,790 shares of common stock with an aggregate value of $1.0 million based upon the fair market value of a share of common stock, which was deemed to be the average of the closing prices of the common stock on the Nasdaq Capital Market over the five-day period ending on September 3, 2020, or $11.516 per share. Pursuant to the Settlement Agreement, the Company elected to pay the full settlement amount in shares of common stock.

The Company is not currently party to any material legal proceedings.