SEC Comment Letter for DermTech, Inc. (DMTKQ) (CIK 0001651944) — Apr 22, 2020
DermTech, Inc. (DMTKQ) (CIK 0001651944)
Date: April 22, 2020 · CIK: 0001651944 · Accession: 0000000000-20-003429
AI Filing Summary & Sentiment
File numbers found in text: 333-38118
Letter
April 21, 2020 Kevin Sun Chief Financial Officer, Treasurer and Secretary DermTech, Inc. 11099 N. Torrey Pines Road, Suite 100 La Jolla, CA 92037 Re:DermTech, Inc. Preliminary Proxy Statement on Schedule 14A Filed April 16, 2020 File No. 333-38118 Dear Mr. Sun: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Preliminary Proxy Statement on Schedule 14A Proposal 5: Amendment to Our Certificate of Incorporation, page 47 1.We note your proposal to amend your certificate of incorporation to provide that federal district courts (to the fullest extent permitted by law) be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933. Consistent with Item 19 of Schedule 14A, please expand your disclosure to discuss the reasons for and the general effect of your amendment to certificate of incorporation. 2.You state that the Delaware Supreme Court ruled that provisions of a corporation’s certificate of incorporation that designate a federal forum for securities claims brought pursuant to the Securities Act are valid and enforceable under Delaware law. Please expand this disclosure to discuss the enforceability of such provisions under federal law, including any uncertainty.
FirstName LastNameKevin Sun Comapany NameDermTech, Inc. April 21, 2020 Page 2 FirstName LastName Kevin Sun DermTech, Inc. April 21, 2020 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Courtney Lindsay, Attorney-Adviser, at (202) 551-7237 or Celeste Murphy, Legal Branch Chief, at (202) 551-7237 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences
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April 21, 2020
Kevin Sun
Chief Financial Officer, Treasurer and Secretary
DermTech, Inc.
11099 N. Torrey Pines Road, Suite 100
La Jolla, CA 92037
Re:DermTech, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed April 16, 2020
File No. 333-38118
Dear Mr. Sun:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Proposal 5: Amendment to Our Certificate of Incorporation, page 47
1.We note your proposal to amend your certificate of incorporation to provide that federal
district courts (to the fullest extent permitted by law) be the sole and exclusive forum for
the resolution of any complaint asserting a cause of action arising under the Securities Act
of 1933. Consistent with Item 19 of Schedule 14A, please expand your disclosure to
discuss the reasons for and the general effect of your amendment to certificate of
incorporation.
2.You state that the Delaware Supreme Court ruled that provisions of a corporation’s
certificate of incorporation that designate a federal forum for securities claims brought
pursuant to the Securities Act are valid and enforceable under Delaware law. Please
expand this disclosure to discuss the enforceability of such provisions under federal law,
including any uncertainty.
FirstName LastNameKevin Sun
Comapany NameDermTech, Inc.
April 21, 2020 Page 2
FirstName LastName
Kevin Sun
DermTech, Inc.
April 21, 2020
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Courtney Lindsay, Attorney-Adviser, at (202) 551-7237 or Celeste
Murphy, Legal Branch Chief, at (202) 551-7237 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences