Item 1.01. Entry into a Material Definitive Agreement.
On
Any Shares offered and sold in the Offering will be issued pursuant to the
Company's Registration Statement on Form S-3 (File No. 333-248642), or the
Registration Statement, filed with the
The Underwriting Agreement contains customary representations, warranties and covenants by the Company, customary indemnification obligations of the Company and the Underwriters and other obligations of the parties and termination provisions.
The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of the Underwriting Agreement and as of specific dates, were solely for the benefit of the parties to the Underwriting Agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement.
Pursuant to the Underwriting Agreement, the Company's executive officers and directors entered into agreements in substantially the form included as an exhibit to the Underwriting Agreement filed hereto, providing for a 90-day "lock-up" period with respect to sales of the Company's common stock, subject to certain exceptions. A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
The net proceeds from the sale of the Shares, after deducting the Underwriters'
discounts and commissions and other estimated offering expenses payable by the
Company, are expected to be approximately
This Current Report on Form 8-K, including the exhibits hereto, shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be any offer, solicitation or sale of the Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The opinion of the Company's counsel regarding the validity of the Shares is filed as Exhibit 5.1 hereto. This opinion is also filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
Item 8.01. Other Events. Press Release
On
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 1.1* Underwriting Agreement, dated as ofJanuary 6, 2021 , by and amongDermTech, Inc. ,Cowen and Company, LLC andWilliam Blair & Company, L.L.C. 5.1 Opinion ofMintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C . 23.1 Consent ofMintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C . (included in Exhibit 5.1) 99.1 Press Release, datedJanuary 7, 2021
* Attachments omitted pursuant to Item 601(a)(5) of Regulation S-K. The names of the omitted attachments are referenced in the as-filed Exhibit.
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