Dermata Therapeutics Files 8-K: Material Agreement & Equity Sales

TL;DR

DRMA filed an 8-K detailing a material definitive agreement and equity sales.

AI Summary

Dermata Therapeutics, Inc. announced on January 21, 2025, that it entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and other events. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity for Dermata Therapeutics, including a new material agreement and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Dermata Therapeutics, Inc. (company) — Registrant
• January 21, 2025 (date) — Date of earliest event reported
• 001-40739 (company) — SEC File Number
• 3525 Del Mar Heights Rd., #322 San Diego, CA 92130 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share DRMA The Nasdaq Capital M
• $0.001 — f Common Stock, at an exercise price of $0.001 per share, and (iii) warrants (the " Wa
• $1.27 — of Common Stock at an exercise price of $1.27 per share. The purchase price per Share
• $1.269 — ed Warrant and accompanying Warrant was $1.269. The Pre-Funded Warrants are exercisab
• $1,550,000 — gregate purchase price of approximately $1,550,000. The purchase price per Share and accom
• $2.4 m — he Private Placement were approximately $2.4 million, after deducting placement agent
• $25,000 — a non-accountable expense allowance of $25,000. In addition, the Company issued to Wai
• $1.5875 — mon Stock at an exercise price equal to $1.5875 per share. The Placement Agent Warrants

Filing Documents

• drma_8k.htm (8-K) — 43KB
• drma_ex41.htm (EX-4.2) — 93KB
• drma_ex42.htm (EX-4.1) — 95KB
• drma_ex43.htm (EX-4.3) — 95KB
• drma_ex101.htm (EX-10.1) — 220KB
• drma_ex102.htm (EX-10.2) — 145KB
• drma_ex991.htm (EX-99.1) — 11KB
• drma_ex992.htm (EX-99.2) — 11KB
• 0001654954-25-000681.txt ( ) — 1022KB
• drma-20250121.xsd (EX-101.SCH) — 6KB
• drma-20250121_lab.xml (EX-101.LAB) — 17KB
• drma-20250121_cal.xml (EX-101.CAL) — 1KB
• drma-20250121_pre.xml (EX-101.PRE) — 12KB
• drma-20250121_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 January 21, 2025, Dermata Therapeutics, Inc. (the " Company ") entered into a securities purchase agreement (the " Purchase Agreement ") with certain institutional and accredited investors for the issuance and sale in a private placement (the " Private Placement ") of (i) 1,935,412 shares (the " Shares ") of the Company's common stock, par value $0.0001 per share (the " Common Stock "), (ii) pre-funded warrants (" Pre-Funded Warrants ") to purchase up to 72,468 shares of Common Stock, at an exercise price of $0.001 per share, and (iii) warrants (the " Warrants ") to purchase up to 2,007,880 shares of Common Stock at an exercise price of $1.27 per share. The purchase price per Share and accompanying Warrant was $1.27 and the purchase price per Pre-Funded Warrant and accompanying Warrant was $1.269. The Pre-Funded Warrants are exercisable immediately, may be exercised at any time until all of the Pre-Funded Warrants are exercised in full, and have an exercise price of $0.001 per share. The Warrants will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares of Common Stock issuable upon exercise of the Warrants. The Warrants will expire five years from the effective date of stockholder approval. Company insiders, including the Company's Chief Executive Officer, Chief Financial Officer and certain members of the Company's board of directors, participated in the Private Placement. These company insiders purchased an aggregate of 1,220,476 Shares and Warrants to purchase up to an aggregate of 1,220,476 shares of Common Stock, for an aggregate purchase price of approximately $1,550,000. The purchase price per Share and accompanying Warrant for these Company insiders was the same as paid by other investors in the Private Placement. 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 th

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 January 22, 2025, 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 January 23, 2025, 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. 3

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 January 22, 2025 99.2 Press Release, dated January 23, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4

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: January 23, 2025 By: /s/ Gerald T. Proehl Name: Gerald T. Proehl Title: Chief Executive Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR