Combined Company will trade on the Nasdaq
Capital Market under “DMTK”
Constellation Alpha Capital Corp. (“Constellation”, NASDAQ:
CNAC), a publicly-traded special purpose acquisition company, and
DermTech Operations, Inc. (formerly known as DermTech, Inc.)
(“DermTech”), a global leader in precision dermatology enabled by a
non-invasive skin genomics platform, announced today that they have
completed their previously announced business combination. The
business combination was approved by Constellation’s stockholders
on August 27, 2019 with more than 90% of the voted shares in favor
of the business combination. Shortly following the completion of
the business combination, Constellation changed its name to
DermTech, Inc. and effected a one-for-two reverse stock split of
its common stock. Beginning on August 30, 2019, Constellation’s
common stock and warrants will continue trading on the Nasdaq
Capital Market under the ticker symbols “DMTK” and “DMTKW,”
respectively.
Constellation’s business combination with DermTech was funded
through a combination of Constellation shares, proceeds received
from a private sale of Constellation stock at a split-adjusted
price of $6.50 per common share, and cash remaining in
Constellation’s trust account after giving effect to stockholder
redemptions. As a result of the business combination, the combined
company (the “Company”) has access to approximately $29 million of
gross capital, exceeding the $15 million closing cash requirement
previously announced. Participating investors included experienced
life sciences investors such as RTW Investments, HLM Venture
Partners, Irwin and Gary Jacobs, the founding family of Qualcomm,
Inc., and two institutional investors each with over $10 billion in
assets under management.
Immediately following the completion of the business
combination, all of Constellation’s officers and directors
resigned. DermTech’s senior management has been appointed to serve
in their current roles at the Company, and all of the members of
DermTech’s board have been appointed to the Company’s board. In
particular, Dr. John Dobak, CEO of DermTech, will serve as CEO of
the Company, and Matthew Posard, Chairman of DermTech’s board, will
serve as Chairman of the Company’s board. In addition, Enrico
Picozza of HLM Venture Partners has been appointed as a director of
the Company’s board.
DermTech’s flagship product, the Pigmented Lesion Assay (PLA),
enables non-invasive and early detection of melanoma using genomic
analysis. Studies to date have shown that the PLA test enhances the
early detection of melanoma with a higher diagnostic performance
than biopsy, the pathology standard of care. These studies have
also shown that the PLA test reduces unnecessary surgical
procedures ten-fold and lowers the cost per melanoma diagnosed by
six-fold. There are more cases of skin cancer detected in the U.S.
than all other cancers combined. Each year, up to 15 million
surgical biopsies are conducted in the U.S. to detect approximately
five million cases of melanoma and basal and squamous cell
carcinoma. The Company expects a Local Coverage Determination (LCD)
from Medicare’s MolDX program, along with product pricing, to be
finalized by the end of 2019.
John Dobak, M.D., CEO of DermTech, commented, “We are extremely
pleased to complete this transaction and are grateful for the
tremendous work of all parties on both sides to make this happen.
We are excited to expand our effort to bring our novel product to
patients and providers across the U.S., and to address a
significant unmet need in medicine by improving the early detection
of melanoma. We believe that approximately 3.5 million pigmented
lesions are assessed for melanoma each year by surgical biopsy. Our
platform has the potential to greatly enhance this assessment by
helping to find melanoma at earlier stages without requiring
surgical incisions. We look forward to scaling our commercial
effort and using our platform to deliver additional transformative
products to the practice of dermatology.”
Rajiv Sarman Shukla, Chairman and CEO of Constellation,
commented, “We are excited to bring this opportunity to our
shareholders for three reasons. One, the molecular diagnostics
sector has meaningfully outperformed the traditional pathology
sector over the last two years. Two, in addition to a deep pipeline
of new technologies, DermTech has developed PLA, a clinically
proven test that is significantly superior to surgical biopsy in
terms of patient comfort, specificity and sensitivity. Three, there
is a significant near-term value creation opportunity linked with
anticipated LCD and product pricing decisions as well as a
significant long-term value creation opportunity linked with
scale-up of its commercial footprint and sales led by a very
experienced and competent Management team.”
Cowen and Company, LLC acted as financial and capital markets
advisor. Greenberg Traurig, LLP served as legal advisor to
Constellation for the business combination, and Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo, P.C. acted as legal advisor to DermTech
for the business combination.
About DermTech:
DermTech is a leader in the new category of medicine, precision
dermatology. DermTech’s mission is to transform the practice of
dermatology through more accurate diagnosis and treatment, and the
elimination of unnecessary surgery, leading to improved patient
care and lower costs. DermTech provides genomic analysis of skin
samples collected non-invasively using an adhesive patch rather
than a scalpel. DermTech markets and develops products that
facilitate the early detection of skin cancers, assess inflammatory
diseases, and customize drug treatments. For additional information
on DermTech, please visit DermTech’s investor relations site at:
www.DermTech.com.
About Constellation:
Constellation is a special purpose acquisition company formed by
Mr. Rajiv Sarman Shukla to target acquisitions of healthcare
companies. Constellation raised $143.75 million in its initial
public offering in June 2017. For additional information on
Constellation, please visit the Company’s investor relations site
at: www.ConstellationAlpha.com.
Forward-Looking Statements:
This press release includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. The expectations,
estimates, and projections of the businesses of Constellation and
DermTech may differ from their actual results and consequently, you
should not rely on these forward-looking statements as predictions
of future events. Words such as “expect,” “estimate,” “project,”
“budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,”
“will,” “could,” “should,” “believes,” “predicts,” “potential,”
“continue,” and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements
include, without limitation, expectations with respect to future
performance, the timing of product pricing and the timing and
issuance of a Medicare Local Coverage Determination.. These
forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ
materially from the expected results. Most of these factors are
outside of the control of Constellation and DermTech and are
difficult to predict. Factors that may cause such differences
include, but are not limited to: (1) the outcome of any legal
proceedings that may be instituted against the parties; (2) the
inability to maintain the listing of the Company’s securities on
Nasdaq ; (3) the risk that the business combination disrupts
current plans and operations as a result of the completion of the
business combination; (4) the ability to recognize the anticipated
benefits of the business combination, which may be affected by,
among other things, competition, the ability of the Company to grow
and manage growth profitably and retain its key employees; (5)
costs related to or resulting from the business combination; (6)
changes in applicable laws or regulations; (7) the demand for the
Company’s services together with the possibility that the Company
may be adversely affected by other economic, business, and/or
competitive factors; and (8) other risks and uncertainties included
in (x) the “Risk Factors” sections of the most recent Annual Report
on Form 10-K filed with the SEC by Constellation and the
Registration Statement on Form S-4 filed with the SEC by
Constellation and (y) other documents filed or to be filed with the
SEC by Constellation or DermTech. Constellation and DermTech
caution that the foregoing list of factors is not exclusive. You
should not place undue reliance upon any forward-looking
statements, which speak only as of the date made. Constellation and
DermTech do not undertake or accept any obligation or undertaking
to release publicly any updates or revisions to any forward-looking
statements to reflect any change in their expectations or any
change in events, conditions, or circumstances on which any such
statement is based.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190830005053/en/
Kevin Sun, ksun@dermtech.com Ryan Kelly, rkelly@dermtech.com
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