CUSIP
No. 24984K105
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SCHEDULE
13D
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1
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NAME
OF REPORTING PERSONS
RTW
Investments, LP
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a)
[ ] (b) [X]
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (See Instructions)
AF,
SC
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
0
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8
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SHARED
VOTING POWER
2,658,627
*
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9
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SOLE
DISPOSITIVE POWER
0
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10
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SHARED
DISPOSITIVE POWER
2,658,627
*
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11
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AGGREGATE
AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,658,627
*
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN
SHARES (See Instructions)
[ ]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.95%*
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14
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TYPE
OF REPORTING PERSON (See Instructions)
PN,
IA, OO
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CUSIP
No. 24984K105
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SCHEDULE
13D
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1
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NAME
OF REPORTING PERSONS
RTW
Master Fund, Ltd.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a)
[ ] (b) [X]
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (See Instructions)
SC,
WC
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
0
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8
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SHARED
VOTING POWER
2,052,214*
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9
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SOLE
DISPOSITIVE POWER
0
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10
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SHARED
DISPOSITIVE POWER
2,052,214*
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11
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AGGREGATE
AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,052,214*
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN
SHARES (See Instructions)
[ ]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.85%*
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14
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TYPE
OF REPORTING PERSON (See Instructions)
CO
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CUSIP
No. 24984K105
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SCHEDULE
13D
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1
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NAME
OF REPORTING PERSONS
Roderick
Wong
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a)
[ ] (b) [X]
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (See Instructions)
AF,
SC
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
0
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8
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SHARED
VOTING POWER
2,658,627
*
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9
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SOLE
DISPOSITIVE POWER
0
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10
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SHARED
DISPOSITIVE POWER
2,658,627
*
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11
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AGGREGATE
AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,658,627
*
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN
SHARES (See Instructions)
[ ]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.95%*
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14
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TYPE
OF REPORTING PERSON (See Instructions)
HC,
IN
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*
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The
above-referenced shares (the “Shares”) of DermTech, Inc. (the “Issuer”) reported herein are held in
the form of common stock (the “Common Stock”) and warrants (the “Warrants”).
The Shares are held by RTW Master Fund, Ltd. and one or more funds (together
the “Funds”), managed by RTW Investments, LP (the “Adviser”).
The Warrants may be exercised within 60 days. The Adviser,
in its capacity as the investment manager of the Funds, has the power to vote and the power to direct the disposition
of all such Shares held by the Funds. Accordingly, for the purposes of Reg. Section 240.13d-3,
the Adviser may be deemed to beneficially own an aggregate of 2,658,627 Shares,
or 17.95% of the Issuer’s 14,813,522 Shares deemed issued and outstanding as of March 4, 2020, as disclosed in the Issuer’s
Prospectus and Prospectus Supplement, as filed with the Securities and Exchange Commission on February 10, 2020 and March
2, 2020 respectively. Roderick Wong
is the Managing Partner and Chief Investment Officer of the Adviser.
This report shall not be deemed an admission that the Adviser, the Funds or any other person is the beneficial owner of the
securities reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other
purpose. Each of the Reporting Persons herein disclaims beneficial ownership of the Shares reported herein except to the extent
of the reporting person’s pecuniary interest therein.
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SCHEDULE
13D
Explanatory
Note: This Amendment No.1 relates to and amends the Statement of Beneficial Ownership on Schedule 13D of RTW Investments,
LP, RTW Master Fund, Ltd. and Roderick Wong (each, a “Reporting Person and collectively, the “Reporting Persons”),
initially filed jointly by the Reporting Persons with the U.S. Securities and Exchange Commission (“SEC”) on September
9, 2019 (the “Schedule 13D”), with respect to the Common Stock of the Issuer.
Items
3, 5, 6 and 7 of the Schedule 13D are hereby amended to the extent hereinafter expressly set forth. Except as amended hereby,
the original disclosure set forth in the Schedule 13D shall remain unchanged. All capitalized terms used and not expressly defined
herein have the respective meanings ascribed to such terms in the Schedule 13D.
This
Amendment is filed pursuant to the Joint Filing Agreement as executed by the Reporting Persons listed on the cover pages to this
Amendment. The Joint Filing Agreement, filed as Exhibit 2 to the Schedule 13D, is incorporated by reference herein.
Item
3.
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Source
and Amount of Funds or Other Consideration
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Item
3 of the Schedule 13D is hereby amended to add the following:
On
February 28, 2020, DermTech, Inc., or the Company, entered into a securities purchase agreement, or the Purchase Agreement, with
certain institutional investors, or the Investors, for a private placement of the Company’s equity securities, or the Private
Placement. Cowen and Company, LLC served as lead placement agent for the Private Placement, with William Blair & Company,
L.L.C. acting as joint placement agent. Lake Street Capital Markets, LLC acted as co-placement agent.
The
Private Placement consisted of 2,467,724 shares of common stock, or the Common Shares, at a price of $10.50 per share, 3,198.9419
shares of Series B-1 Convertible Preferred Stock, or the Series B-1 Shares, at a price of $10,500 per share, and 523.8094 shares
of Series B-2 Convertible Preferred Stock, or the Series B-2 Shares, at a price of $10,500 per share. The closing of the Private
Placement took place on March 4, 2020, and was subject to customary closing conditions. Each Series B-1 Share will automatically
convert into 1,000 shares of Company common stock on the first trading day after the approval of the Private Placement by the
stockholders of the Company, or the Stockholder Approval, which the Company has agreed to seek at a stockholder meeting to be
held on or before June 30, 2020. The Company will not undertake any conversion of the Series B-1 Convertible Preferred Stock,
and no stockholder will have the right to convert any portion of its Series B-1 Convertible Preferred Stock, until after the Company
obtains the Stockholder Approval. Each Series B-2 Share will be convertible into 1,000 shares of Company common stock at the option
of the holder, provided that conversion will be prohibited (i) until the first trading day after the Stockholder Approval and
(ii) following the Stockholder Approval, if, as a result of any such conversion, the holder would beneficially own in excess of
9.99% of the total number of shares of Company common stock outstanding immediately after giving effect to such conversion.
As
of the filing date of this Amendment, the Reporting Persons were deemed to beneficially hold 2,658,627 shares of the Issuer’s
common stock, which consisted of 1,386,871 shares of common stock issued in the Merger, 62,898
shares of common stock held in the form of warrants issued in the Merger and exercisable
within 60 days after the Effective Date, 1,000,000 shares of common stock purchased
in the PIPE Financing for an aggregate purchase price of $6,500,000, 152,456 shares of common stock purchased in the Private Placement
for an aggregate purchase price of $1,600,788 and 56,402 shares of common stock purchased on the open market for an aggregate
purchase price of $796,821.90. The Shares acquired in the PIPE, in the Private Placement and on the open market were purchased
with working capital of the Funds.
The
Securities Purchase Agreement, dated February 28, 2020, by and among the Company and the Investors identified on the signature
pages thereto is filed as Exhibit 1 hereto and incorporated herein by reference.
Item
5.
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Interest
in Securities of the Issuer
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Item
5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a)
– (b)
Items
7 through 11 and 13 of the cover pages of this Schedule 13D and the footnote thereto
are incorporated herein by reference.
(c)
Except
as described herein, neither Reporting Person has acquired or disposed of any shares of Common Stock during the past 60 days.
(d)
– (e)
Not
applicable.
CUSIP
No. 24984K105
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SCHEDULE
13D
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Item
6.
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Contracts,
Arrangements, Understandings or Relationship with Respect to Securities of the Issuer
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Item
6 of the Schedule 13D is hereby amended to add the following:
The
Securities Purchase Agreement, dated February 28, 2020, by and among the Company and the Investors identified on the signature
pages thereto is filed as Exhibit 1 hereto and incorporated herein by reference.
Item
7.
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Materials
to Be Filed as Exhibits
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Item
7 of the Schedule 13D is hereby amended to add the following exhibits:
†
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Incorporated
by reference from Exhibit 10.1 with that certain Prospectus Supplement No. 1 filed with the U.S. Securities and Exchange Commission
on March 2, 2020 by DermTech, Inc.
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SIGNATURE
After
reasonable inquiry and to the best of each of the undersigned’s knowledge and
belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated:
March 9, 2020
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RTW
INVESTMENTS, LP
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By:
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/s/
Roderick Wong
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Roderick
Wong, Managing Partner
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RTW
MASTER FUND, LTD.
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By:
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/s/
Roderick Wong
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Roderick
Wong, Director
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RODERICK
WONG
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By:
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/s/
Roderick Wong
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Roderick
Wong, Individually
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The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized representative other than an executive officer
or general partner of the filing person, evidence of the representative’s
authority to sign on behalf of such person shall be filed with the statement, provided, however,
that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7
for other parties for whom copies are to be sent.
Attention.
Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).