This afternoon, Constellation Alpha Capital Corp. (CNAC), released the details of their shareholder vote to approve their merger with Dermtech, Inc., and there weren’t any surprises. The combination was approved with 4,218,390 “yes” votes and only 450,000 votes in the “no” column, however, 714,075 shares opted to redeem. That left approximately 473,457 shares as the public float.
However, there are 1,437,500 rights shares that will be delivered at closing, which means the total number of shares outstanding for DermTech (post that rights shares delivery) will be 1,910,957 before the reverse two-for-one stock split. If we factor in the reverse split, the public float will actually be 955,478, which is just shy of the 1 million needed to comply with Nasdaq’s listing standards.
However, Nasdaq had already issued a delisting notice AHEAD of the vote since CNAC did not comply with the minimum 300 public holders. It’s a little unclear if a delisting will happen immediately or if CNAC will get to go through the appeal process since the new Nasdaq rules have only been around since August 5th. Perhaps the Nasdaq will give CNAC some wiggle room via the appeal process to comply. However, the fact that CNAC did not provide new symbols in the 8-K for DermTech might mean that its a little unclear to CNAC as well. In the meantime, the new symbols that were listed in the final proxy are DMTK and DMTKW for the shares and warrants, respectively.
Finally, CNAC said that they “expect to consummate the Transaction in the near term,” but an expected date was not provided. Lots of question marks still out there on this de-SPACing. Hopefully we get some clarity soon.