UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 1, 2021, the board of directors, or the Board, of DermTech, Inc., or the Company, increased the size of the Board from six seats to seven seats and appointed Nathalie Gerschtein Keraudy to the Board to fill the resulting vacancy on the Board. Ms. Gerschtein Keraudy was appointed as a Class III director with a term expiring at the 2023 annual meeting of stockholders. The Board anticipates naming Ms. Gerschtein Keraudy to serve on one or more committees of the Board, but at the time of this Current Report on Form 8-K, the Board has not determined the committee(s) to which she will be named.
Ms. Gerschtein Keraudy will be compensated in accordance with the Company’s Amended and Restated Non-Employee Director Compensation Policy, as may be amended from time to time, filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2021, which is incorporated herein by reference.
Also, in connection with her election to the Board, Ms. Gerschtein Keraudy entered into an indemnification agreement, or the Indemnification Agreement, with the Company. The Indemnification Agreement is substantially the same form of indemnification agreement that the Company has entered into with its other directors, a copy of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 5, 2019. The Indemnification Agreement provides that the Company will indemnify Ms. Gerschtein Keraudy for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by her in any action or proceeding arising out of her service as a director.
There are no arrangements or understandings between Ms. Gerschtein Keraudy and any other person pursuant to which Ms. Gerschtein Keraudy was elected as a director.
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.
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DERMTECH, INC. |
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Date: October 6, 2021 |
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By: |
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/s/ Kevin Sun |
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Name: Kevin Sun |
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Title: Chief Financial Officer |
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