Dermata Therapeutics Files 8-K on Equity Sales

TL;DR

DRMA sold unregistered equity, expect dilution.

AI Summary

On September 16, 2024, Dermata Therapeutics, Inc. entered into a material definitive agreement related to the unregistered sale of equity securities. The company also reported on other events and filed financial statements and exhibits.

Why It Matters

This filing indicates potential dilution for existing shareholders due to the unregistered sale of equity securities.

Risk Assessment

Risk Level: medium — Unregistered sales of equity can lead to dilution and uncertainty about the terms of the sale.

Key Players & Entities

• Dermata Therapeutics, Inc. (company) — Registrant
• September 16, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share DRMA The Nasdaq Capital M
• $0.001 — mon Stock "), with an exercise price of $0.001 per share, (ii) Series A warrants (the
• $1.58 — Common Stock, with an exercise price of $1.58 per share, and (iii) Series B warrants
• $1.829 — d Warrant and accompanying Warrants was $1.829. The Private Placement closed on Septem
• $3.0 m — he Private Placement were approximately $3.0 million, after deducting placement agent
• $25,000 — a non-accountable expense allowance of $25,000, and (iv) $40,000 for legal fees and ot
• $40,000 — expense allowance of $25,000, and (iv) $40,000 for legal fees and other out-of-pocket
• $2.2875 — mon Stock at an exercise price equal to $2.2875 per share. The Placement Agent Warrants

Filing Documents

• drma_8k.htm (8-K) — 41KB
• drma_ex41.htm (EX-4.1) — 97KB
• drma_ex42.htm (EX-4.2) — 103KB
• drma_ex43.htm (EX-4.3) — 105KB
• drma_ex101.htm (EX-10.1) — 219KB
• drma_ex102.htm (EX-10.2) — 131KB
• drma_ex991.htm (EX-99.1) — 10KB
• drma_ex992.htm (EX-99.2) — 11KB
• 0001654954-24-012031.txt ( ) — 1033KB
• drma-20240916.xsd (EX-101.SCH) — 6KB
• drma-20240916_lab.xml (EX-101.LAB) — 17KB
• drma-20240916_cal.xml (EX-101.CAL) — 1KB
• drma-20240916_pre.xml (EX-101.PRE) — 12KB
• drma-20240916_def.xml (EX-101.DEF) — 4KB
• drma_8k_htm.xml (XML) — 6KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. On September 16, 2024, Dermata Therapeutics, Inc. (the " Company ") entered into a securities purchase agreement (the " Purchase Agreement ") with an institutional investor for the issuance and sale in a private placement (the " Private Placement ") of (i) pre-funded warrants (" Pre-Funded Warrants ") to purchase up to 1,912,569 shares of the Company's common stock, par value $0.0001 per share (the " Common Stock "), with an exercise price of $0.001 per share, (ii) Series A warrants (the " Series A Warrants ") to purchase up to 1,912,569 shares of Common Stock, with an exercise price of $1.58 per share, and (iii) Series B warrants (the " Series B Warrants " and together with the Series A Warrants, the " Warrants " ) to purchase up to 1,912,569 shares of Common Stock with an exercise price of $1.58 per share. The Series A Warrants are exercisable immediately upon issuance and have a term of exercise equal to five and one-half (5 ) years from the date of issuance. The Series B Warrants are exercisable immediately upon issuance and have a term of exercise equal to eighteen (18) months from the date of issuance. The combined purchase price per Pre-Funded Warrant and accompanying Warrants was $1.829. The Private Placement closed on September 17, 2024. A holder of the Pre-Funded Warrants and the Warrants may not exercise any portion of such holder's Pre-Funded Warrants or Warrants to the extent that the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the Company's outstanding shares of Common Stock immediately after exercise, except that upon at least 61 days' prior notice from the holder to the Company, the holder may increase the beneficial ownership limitation to up to 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise. In the event of certain fundamental transactions, holders of the

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K in relation to (i) the Pre-Funded Warrants, the Warrants and the Placement Agent Warrants and (ii) the shares of Common Stock issuable upon exercise of Pre-Funded Warrants, the Warrants and the Placement Agent Warrants is incorporated herein by reference. Neither the issuance of the Pre-Funded Warrants, the Warrants, the Placement Agent Warrants nor the shares of Common Stock issuable upon exercise thereof, as applicable, were registered under the Securities Act of 1933, as amended (the " Securities Act ") or any state securities laws. The issuance of the Pre-Funded Warrants, the Warrants and the Placement Agent Warrants were and the shares of Common Stock issuable upon the exercise thereof will be issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder.

01 Other Events

Item 8.01 Other Events. On September 16, 2024, the Company issued a press release announcing the Private Placement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein. On September 17, 2024, the Company issued a press release announcing the closing of the Private Placement. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is hereby incorporated by reference herein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Pre-Funded Warrant 4.2 Form of Warrant 4.3 Form of Placement Agent Warrant 10.1 Form of Securities Purchase Agreement 10.2 Form of Registration Rights Agreement 99.1 Press Release, dated September 16, 2024 99.2 Press Release, dated September 17, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dermata Therapeutics, Inc. Date: September 17, 2024 By: /s/ Gerald T. Proehl Name: Gerald T. Proehl Title: Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR