dmtk-ex49_6.htm



Exhibit 4.9

OMNIBUS WARRANT AMENDMENT

THIS OMNIBUS WARRANT AMENDMENT (this “Omnibus Warrant Amendment”) is made and entered into as of March 30, 2020, by and between DermTech, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on Schedule A hereto (the “Holders”). 

RECITALS

WHEREAS, the Company previously issued to the Holders those certain warrants to purchase shares of common stock of the Company, as more fully set forth on Schedule A hereto (collectively, the “Warrants”);

WHEREAS, the Company and the Holders wish to amend the Warrants to (a) revise the formula used to calculate the number of shares to be issued pursuant to a net exercise of the Warrants and (b) add registration rights for the Holders;

WHEREAS, pursuant to Section 11(a) of the Warrants, each of the Warrants may be amended by a written instrument referencing such Warrant and signed by the Company and the Holder thereof; and

WHEREAS, the Company and the Holders desire to amend the Warrants as set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants contained herein and in the Warrants, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

1.Amendment to Section 2(b) of Each of the Warrants. Section 2(b) of each Warrant is hereby amended and restated in its entirety to read as follows:

“(b) Net Issue Exercise. In lieu of exercising this Warrant pursuant to Section 2(a)(ii), if the fair market value of one Share is greater than the Exercise Price (at the date of calculation as set forth below), the Holder may elect to receive a number of Shares equal to the value of this Warrant (or of any portion of this Warrant being canceled) by surrender of this Warrant at the principal office of the Company (or such other office or agency as the Company may designate) together with a properly completed and executed Notice of Exercise reflecting such election, in which event the Company shall issue to the Holder that number of Shares computed using the following formula:

X=        Y (A – B)

                          A

Where:


	
X
	
=
	
The number of Shares to be issued to the Holder

	
Y
	
=
	
The number of Shares purchasable under this Warrant or, if a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation)

	
A
	
=
	
The fair market value of one Share (at the date of such calculation)

	
B
	
=
	
The Exercise Price (as adjusted to the date of such calculation)




 



 

For purposes of the calculation above, the fair market value of one Share shall be determined by the Board of Directors of the Company, acting in good faith; provided, however, that where a public market exists for the Company’s common stock at the time of such exercise, the fair market value per Share shall be the closing bid price of the common stock or the closing price quoted on the national securities exchange on which the common stock is listed, as applicable, on the first trading day preceding the date of determination of fair market value.”

2.Addition of Section 12 to Each of the Warrants.  A new Section 12 is hereby added to each of the Warrants and shall read as follows:

“12.Registration Rights.  If (but without any obligation to do so) the Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders other than the Holder) any of its common stock under the Securities Act in connection with the public offering of such securities solely for cash (other than in an Excluded Registration (as defined below)), the Company shall, at such time, promptly give the Holder written notice of such registration.  Upon the written request of the Holder given within twenty (20) days after such notice is given by the Company, the Company shall use commercially reasonable efforts to cause to be registered under the Securities Act all of the Shares then issuable upon exercise of this Warrant that the Holder has requested to be included in such registration.  The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 12 before the effective date of such registration, whether or not the Holder has elected to include any Shares in such registration.  The expenses of registering the Shares pursuant to this Section 12 shall be borne by the Company; provided, that, the Company shall have no obligation to pay for the fees or expenses of Holder’s counsel in connection with such registration.  For purposes of this Section 12, an “Excluded Registration” means (i) a registration relating to the sale or grant of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, equity incentive or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Shares; (iv) a registration in which the only Company common stock being registered is common stock issuable upon conversion of debt securities that are also being registered; or (v) a registration involving an underwriting of shares of the Company’s capital stock.”

3.Warrant Schedule.  The Holders acknowledge and agree that, pursuant to Section 6 of each of the Warrants, the exercise price and number of shares of Company common stock underlying the Warrants, in each case as reflected on Schedule A hereto, have been correctly adjusted to reflect the effects of (i) the business combination by and among the Company (formerly known as Constellation Alpha Capital Corp.), DermTech Operations, Inc. (formerly known as DermTech, Inc.), and DT Merger Sub, Inc., that occurred on August 29, 2019 (the “Business Combination”), and (ii) a one-for-two reverse stock split of the Company’s common stock that occurred following the Business Combination on August 29, 2019.

4.Effect of Amendment. Except as expressly modified by this Omnibus Warrant Amendment, the Warrants shall remain unmodified and in full force and effect.

5.Governing Law. This Omnibus Warrant Amendment shall be governed by and construed under the laws of the State of California in all respects as such laws are applied to agreements among California residents entered into and performed entirely within California, without giving effect to conflict of law principles thereof.

 



 

6.Counterparts. This Omnibus Warrant Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

7.Electronic and Facsimile Signatures. Any signature page delivered electronically or by facsimile (including without limitation transmission by .pdf) shall be binding to the same extent as an original signature page, with regard to any agreement subject to the terms hereof or any amendment hereto.  

8.Headings. The headings contained in this Omnibus Warrant Amendment are for reference purposes only and shall not affect in any way the meaning or interpretation of this Omnibus Warrant Amendment.

[SIGNATURE PAGES FOLLOW]

 

 



 

IN WITNESS WHEREOF, the parties hereto have executed this Omnibus Warrant Amendment as of the date first set forth above.

 


	
COMPANY:

	
DERMTECH, INC.

	
By: 
	
/s/ Kevin Sun

	
Name:
	
Kevin Sun

	
Title:
	
CFO




 

 

 

[SIGNATURE PAGE TO OMNIBUS WARRANT AMENDMENT]



 

IN WITNESS WHEREOF, the parties hereto have executed this Omnibus Warrant Amendment as of the date first set forth above.

HOLDERS:

 


	
/s/ Dmitry Aksenov

	
Name:
	
Dmitry Aksenov




 

 

 

[SIGNATURE PAGE TO OMNIBUS WARRANT AMENDMENT]



 

IN WITNESS WHEREOF, the parties hereto have executed this Omnibus Warrant Amendment as of the date first set forth above.

HOLDERS:

 


	
/s/ Hazem Algendi

	
Name:
	
Hazem Algendi




 

 

 

[SIGNATURE PAGE TO OMNIBUS WARRANT AMENDMENT]



 

IN WITNESS WHEREOF, the parties hereto have executed this Omnibus Warrant Amendment as of the date first set forth above.

HOLDERS:

 


	
/s/ Basil Christakos

	
Name:
	
Basil Christakos




 

 

 

 

[SIGNATURE PAGE TO OMNIBUS WARRANT AMENDMENT]



 

IN WITNESS WHEREOF, the parties hereto have executed this Omnibus Warrant Amendment as of the date first set forth above.

HOLDERS:

 


	
/s/ Christopher Clark

	
Name:
	
Christopher Clark




 

 

 

[SIGNATURE PAGE TO OMNIBUS WARRANT AMENDMENT]



 

IN WITNESS WHEREOF, the parties hereto have executed this Omnibus Warrant Amendment as of the date first set forth above.

HOLDERS:

 


	
/s/ William Corbett

	
Name:
	
William Corbett




 

 

 

 

[SIGNATURE PAGE TO OMNIBUS WARRANT AMENDMENT]



 

IN WITNESS WHEREOF, the parties hereto have executed this Omnibus Warrant Amendment as of the date first set forth above.

HOLDERS:

 


	
/s/ Byron Crowe

	
Name:
	
Byron Crowe




 

 

 

[SIGNATURE PAGE TO OMNIBUS WARRANT AMENDMENT]



 

IN WITNESS WHEREOF, the parties hereto have executed this Omnibus Warrant Amendment as of the date first set forth above.

HOLDERS:

 


	
/s/ Christopher DeGroat

	
Name:
	
Christopher DeGroat




 

 

 

[SIGNATURE PAGE TO OMNIBUS WARRANT AMENDMENT]



 

IN WITNESS WHEREOF, the parties hereto have executed this Omnibus Warrant Amendment as of the date first set forth above.

HOLDERS:

 


	
/s/ Peter Fogarty

	
Name:
	
Peter Fogarty




 

 

 

[SIGNATURE PAGE TO OMNIBUS WARRANT AMENDMENT]



 

IN WITNESS WHEREOF, the parties hereto have executed this Omnibus Warrant Amendment as of the date first set forth above.

HOLDERS:

 


	
/s/ Ahmed Gheith

	
Name:
	
Ahmed Gheith




 

 

 

[SIGNATURE PAGE TO OMNIBUS WARRANT AMENDMENT]



 

IN WITNESS WHEREOF, the parties hereto have executed this Omnibus Warrant Amendment as of the date first set forth above.

HOLDERS:

 


	
/s/ Starla Smith

	
Name:
	
Starla Smith




 

 

 

 

[SIGNATURE PAGE TO OMNIBUS WARRANT AMENDMENT]



 

IN WITNESS WHEREOF, the parties hereto have executed this Omnibus Warrant Amendment as of the date first set forth above.

HOLDERS:

 


	
/s/ Kevin Graetz

	
Name:
	
Kevin Graetz




 

 

 

[SIGNATURE PAGE TO OMNIBUS WARRANT AMENDMENT]



 

IN WITNESS WHEREOF, the parties hereto have executed this Omnibus Warrant Amendment as of the date first set forth above.

HOLDERS:

 


	
/s/ Minish Joe Hede

	
Name:
	
Minish Joe Hede




 

 

 

[SIGNATURE PAGE TO OMNIBUS WARRANT AMENDMENT]



 

IN WITNESS WHEREOF, the parties hereto have executed this Omnibus Warrant Amendment as of the date first set forth above.

HOLDERS:

 


	
/s/ Thomas Hoare

	
Name:
	
Thomas Hoare




 

 

 

[SIGNATURE PAGE TO OMNIBUS WARRANT AMENDMENT]



 

IN WITNESS WHEREOF, the parties hereto have executed this Omnibus Warrant Amendment as of the date first set forth above.

HOLDERS:

 


	
/s/ Albert Landstrom

	
Name:
	
Albert Landstrom




 

 

 

[SIGNATURE PAGE TO OMNIBUS WARRANT AMENDMENT]



 

IN WITNESS WHEREOF, the parties hereto have executed this Omnibus Warrant Amendment as of the date first set forth above.

HOLDERS:

 


	
/s/ Jacob Gamble

	
Name:
	
Jacob Gamble




 

 

 

 

[SIGNATURE PAGE TO OMNIBUS WARRANT AMENDMENT]



 

IN WITNESS WHEREOF, the parties hereto have executed this Omnibus Warrant Amendment as of the date first set forth above.

HOLDERS:

 


	
/s/ Lorraine Maxfield

	
Name:
	
Lorraine Maxfield




 

 

 

[SIGNATURE PAGE TO OMNIBUS WARRANT AMENDMENT]



 

IN WITNESS WHEREOF, the parties hereto have executed this Omnibus Warrant Amendment as of the date first set forth above.

HOLDERS:

 


	
/s/ Carrie Snyder

	
Name:
	
Carrie Snyder




 

 

 

[SIGNATURE PAGE TO OMNIBUS WARRANT AMENDMENT]



 

IN WITNESS WHEREOF, the parties hereto have executed this Omnibus Warrant Amendment as of the date first set forth above.

HOLDERS:

 


	
/s/ Eugene Webb

	
Name:
	
Eugene Webb




 

 

 

[SIGNATURE PAGE TO OMNIBUS WARRANT AMENDMENT]



 

IN WITNESS WHEREOF, the parties hereto have executed this Omnibus Warrant Amendment as of the date first set forth above.

HOLDERS:

 


	
/s/ Gary Saccaro

	
Name:
	
Gary Saccaro




 

 

 

[SIGNATURE PAGE TO OMNIBUS WARRANT AMENDMENT]



 

IN WITNESS WHEREOF, the parties hereto have executed this Omnibus Warrant Amendment as of the date first set forth above.

HOLDERS:

 


	
/s/ Robert Setteducati

	
Name:
	
Robert Setteducati




 

 

 

[SIGNATURE PAGE TO OMNIBUS WARRANT AMENDMENT]



 

IN WITNESS WHEREOF, the parties hereto have executed this Omnibus Warrant Amendment as of the date first set forth above.

HOLDERS:

 


	
/s/ Thomas Parigian

	
Name:
	
Thomas Parigian




 

 

 

[SIGNATURE PAGE TO OMNIBUS WARRANT AMENDMENT]



 

IN WITNESS WHEREOF, the parties hereto have executed this Omnibus Warrant Amendment as of the date first set forth above.

HOLDERS:

 


	
/s/ Rodney Baber

	
Name:
	
Rodney Baber




 

 

 

[SIGNATURE PAGE TO OMNIBUS WARRANT AMENDMENT]



 

IN WITNESS WHEREOF, the parties hereto have executed this Omnibus Warrant Amendment as of the date first set forth above.

HOLDERS:

 


	
/s/ Tanya Urbach

	
Name:
	
Tanya Urbach




 

 

 

[SIGNATURE PAGE TO OMNIBUS WARRANT AMENDMENT]



 

IN WITNESS WHEREOF, the parties hereto have executed this Omnibus Warrant Amendment as of the date first set forth above.

HOLDERS:

 


	
/s/ Timothy Touloukian

	
Name:
	
Timothy Touloukian




 

 

 

[SIGNATURE PAGE TO OMNIBUS WARRANT AMENDMENT]



 

IN WITNESS WHEREOF, the parties hereto have executed this Omnibus Warrant Amendment as of the date first set forth above.

HOLDERS:

 


	
/s/ William Massie

	
Name:
	
William Massie




 

 

 

[SIGNATURE PAGE TO OMNIBUS WARRANT AMENDMENT]



 

IN WITNESS WHEREOF, the parties hereto have executed this Omnibus Warrant Amendment as of the date first set forth above.

HOLDERS:

 


	
/s/ William Pedersen

	
Name:
	
William Pedersen




 

 

 

[SIGNATURE PAGE TO OMNIBUS WARRANT AMENDMENT]



 

IN WITNESS WHEREOF, the parties hereto have executed this Omnibus Warrant Amendment as of the date first set forth above.

HOLDERS:

 


	
/s/ Alex Winks

	
Name:
	
Alex Winks




 

 

 

[SIGNATURE PAGE TO OMNIBUS WARRANT AMENDMENT]



 

IN WITNESS WHEREOF, the parties hereto have executed this Omnibus Warrant Amendment as of the date first set forth above.

HOLDERS:

 

PAULSON INVESTMENT COMPANY, LLC

 


	
By:
	
/s/ Alex Winks

	
Name:
	
Alex Winks

	
Title:
	
President/CFO




 

 

 

[SIGNATURE PAGE TO OMNIBUS WARRANT AMENDMENT]



 

SCHEDULE A

 

WARRANT SCHEDULE

 


	
Warrant

Holder Last

Name or Entity

Name
	
Warrant

Holder First

Name

(if Individual)
	
Warrant No.
	
Warrant

Issue Date
	
Pre-Business

Combination

and

Pre-Reverse

Split Share

Amount
	
Post-Business

Combination

and

Post-Reverse

Split Share

Amount
	
Pre-Business

Combination

and

Pre-Reverse

Split Exercise

Price
	
Post-Business

Combination

and

Post-Reverse

Split Exercise

Price

	
Aksenov
	
Dmitry
	
PA-001
	
12/31/2015
	
 1,603 
	
 931 
	
 $5.04 
	
 $8.68 

	
Algendi
	
Hazem
	
PA-002
	
12/31/2015
	
 428 
	
 249 
	
 $5.04 
	
 $8.68 

	
Christakos
	
Basil
	
PA-004
	
12/31/2015
	
 1,195 
	
 694 
	
 $5.04 
	
 $8.68 

	
Clark
	
Christopher
	
PA-005
	
12/31/2015
	
 30,824 
	
 17,902 
	
 $5.04 
	
 $8.68 

	
Cohen
	
Larry
	
PA-057
	
12/31/2015
	
 4,416 
	
 2,565 
	
 $5.04 
	
 $8.68 

	
Corbett
	
William
	
PA-006
	
12/31/2015
	
 993 
	
 577 
	
 $5.04 
	
 $8.68 

	
Crowe
	
Byron
	
PA-007
	
12/31/2015
	
 5,615 
	
 3,261 
	
 $5.04 
	
 $8.68 

	
DeGroat
	
Christopher
	
PA-008
	
12/31/2015
	
 401 
	
 233 
	
 $5.04 
	
 $8.68 

	
Fogarty
	
Peter
	
PA-009
	
12/31/2015
	
 15,291 
	
 8,881 
	
 $5.04 
	
 $8.68 

	
Gheith
	
Ahmed
	
PA-011
	
12/31/2015
	
 3,552 
	
 2,063 
	
 $5.04 
	
 $8.68 

	
Goff
	
Starla
	
PA-012
	
12/31/2015
	
 7,441 
	
 4,322 
	
 $5.04 
	
 $8.68 

	
Graetz
	
Kevin
	
PA-013
	
12/31/2015
	
 7,830 
	
 4,548 
	
 $5.04 
	
 $8.68 

	
Hede
	
Joe
	
PA-014
	
12/31/2015
	
 7,830 
	
 4,548 
	
 $5.04 
	
 $8.68 

	
Hoare
	
Thomas
	
PA-015
	
12/31/2015
	
 199 
	
 116 
	
 $5.04 
	
 $8.68 

	
Landstrom
	
Albert
	
PA-016
	
12/31/2015
	
 2,330 
	
 1,354 
	
 $5.04 
	
 $8.68 

	
Maxfield
	
Lorraine
	
PA-018
	
12/31/2015
	
 2,389 
	
 1,388 
	
 $5.04 
	
 $8.68 

	
Parigian
	
Thomas
	
PA-019
	
12/31/2015
	
 30,824 
	
 17,902 
	
 $5.04 
	
 $8.68 

	
Paulson Investment Company, LLC
	
 
	
PA-055
	
12/31/2015
	
 27,843 
	
 16,170 
	
 $5.04 
	
 $8.68 

	
Pedersen
	
William
	
PA-020
	
12/31/2015
	
 199 
	
 116 
	
 $5.04 
	
 $8.68 

	
Saccaro
	
Gary
	
PA-021
	
12/31/2015
	
 6,971 
	
 4,049 
	
 $5.04 
	
 $8.68 

	
Setteducati
	
Robert
	
PA-022
	
12/31/2015
	
 30,824 
	
 17,902 
	
 $5.04 
	
 $8.68 

	
Snyder
	
Carrie
	
PA-023
	
12/31/2015
	
 5,018 
	
 2,915 
	
 $5.04 
	
 $8.68 

	
Touloukian
	
Timothy
	
PA-024
	
12/31/2015
	
 200 
	
 117 
	
 $5.04 
	
 $8.68 




A-1



 


	
Urbach
	
Tanya
	
PA-025
	
12/31/2015
	
 3,226 
	
 1,874 
	
 $5.04 
	
 $8.68 

	
Winks
	
Malcolm Alexander
	
PA-027
	
12/31/2015
	
 1,195 
	
 694 
	
 $5.04 
	
 $8.68 

	
Aksenov
	
Dmitry
	
PA-028
	
7/31/2016
	
 933 
	
 542 
	
 $5.04 
	
 $8.68 

	
Algendi
	
Hazem
	
PA-029
	
7/31/2016
	
 214 
	
 125 
	
 $5.04 
	
 $8.68 

	
Baber
	
Rodney
	
PA-030
	
7/31/2016
	
 1,365 
	
 793 
	
 $5.04 
	
 $8.68 

	
Christakos
	
Basil
	
PA-031
	
7/31/2016
	
 544 
	
 316 
	
 $5.04 
	
 $8.68 

	
Clark
	
Christopher
	
PA-032
	
7/31/2016
	
 14,046 
	
 8,158 
	
 $5.04 
	
 $8.68 

	
Cohen
	
Larry
	
PA-058
	
7/31/2016
	
 240 
	
 140 
	
 $5.04 
	
 $8.68 

	
Corbett
	
William
	
PA-033
	
7/31/2016
	
 993 
	
 577 
	
 $5.04 
	
 $8.68 

	
Crowe
	
Byron
	
PA-034
	
7/31/2016
	
 2,559 
	
 1,487 
	
 $5.04 
	
 $8.68 

	
DeGroat
	
Christopher
	
PA-035
	
7/31/2016
	
 1,193 
	
 693 
	
 $5.04 
	
 $8.68 

	
Fogarty
	
Peter
	
PA-036
	
7/31/2016
	
 5,758 
	
 3,344 
	
 $5.04 
	
 $8.68 

	
Gamble
	
Jacob
	
PA-037
	
7/31/2016
	
 794 
	
 462 
	
 $5.04 
	
 $8.68 

	
Goff
	
Starla
	
PA-039
	
7/31/2016
	
 893 
	
 519 
	
 $5.04 
	
 $8.68 

	
Graetz
	
Kevin
	
PA-040
	
7/31/2016
	
 1,260 
	
 732 
	
 $5.04 
	
 $8.68 

	
Hede
	
Joe
	
PA-041
	
7/31/2016
	
 1,260 
	
 732 
	
 $5.04 
	
 $8.68 

	
Hoare
	
Thomas
	
PA-042
	
7/31/2016
	
 199 
	
 116 
	
 $5.04 
	
 $8.68 

	
Landstrom
	
Albert
	
PA-043
	
7/31/2016
	
 2,018 
	
 1,172 
	
 $5.04 
	
 $8.68 

	
Massie
	
William
	
PA-044
	
7/31/2016
	
 199 
	
 116 
	
 $5.04 
	
 $8.68 

	
Maxfield
	
Lorraine
	
PA-045
	
7/31/2016
	
 1,089 
	
 633 
	
 $5.04 
	
 $8.68 

	
Parigian
	
Thomas
	
PA-046
	
7/31/2016
	
 14,046 
	
 8,158 
	
 $5.04 
	
 $8.68 

	
Paulson Investment Company, LLC
	
 
	
PA-056
	
7/31/2016
	
 14,457 
	
 8,396 
	
 $5.04 
	
 $8.68 

	
Pedersen
	
William
	
PA-047
	
7/31/2016
	
 397 
	
 231 
	
 $5.04 
	
 $8.68 

	
Saccaro
	
Gary
	
PA-048
	
7/31/2016
	
 7,580 
	
 4,403 
	
 $5.04 
	
 $8.68 

	
Setteducati
	
Robert
	
PA-049
	
7/31/2016
	
 14,046 
	
 8,158 
	
 $5.04 
	
 $8.68 

	
Snyder
	
Carrie
	
PA-050
	
7/31/2016
	
 2,286 
	
 1,328 
	
 $5.04 
	
 $8.68 

	
Touloukian
	
Timothy
	
PA-051
	
7/31/2016
	
 518 
	
 301 
	
 $5.04 
	
 $8.68 

	
Urbach
	
Tanya
	
PA-052
	
7/31/2016
	
 1,470 
	
 854 
	
 $5.04 
	
 $8.68 

	
Webb
	
Eugene
	
PA-053
	
7/31/2016
	
 600 
	
 349 
	
 $5.04 
	
 $8.68 

	
Winks
	
Malcolm Alexander
	
PA-054
	
7/31/2016
	
 544 
	
 316 
	
 $5.04 
	
 $8.68 




 

A-2