Dermata Therapeutics Announces Closing of up to $12.4 Million Private Placement Priced At-The-Market Under Nasdaq Rules

Rhea-AI Summary

Dermata Therapeutics (Nasdaq:DRMA / DRMAW) closed a private placement priced at-the-market, issuing 2,022,062 shares (or pre-funded warrants) and accompanying series C and series D warrants at $2.04 per share (or pre-funded warrant).

Gross proceeds were approximately $4.1 million upfront, with up to $8.3 million of additional gross proceeds possible if warrants are fully exercised. Series C warrants expire five years after stockholder approval; series D warrants expire 24 months after approval. The company amended prior warrants covering 120,734 shares, lowering the exercise price to $2.04. Insiders participated; H.C. Wainwright acted as placement agent. Proceeds are planned for general corporate purposes and product launch activities.

Positive

• $4.1M gross proceeds raised upfront
• Potential additional $8.3M if warrants fully exercised
• Amended warrants reduced exercise price to $2.04, increasing exercisability

Negative

• Issuance included 2,022,062 shares plus warrants, creating dilution risk
• Warrant exercise is uncertain; no assurance company will receive further proceeds
• Amendment reduced prior warrant exercise price from $12.70 to $2.04, dilutive to existing shareholders

Key Figures

Upfront gross proceeds $4.1 million Gross proceeds from the private placement before fees and expenses

Potential warrant proceeds $8.3 million Additional gross proceeds if series C and D warrants fully exercised for cash

Total private placement size $12.4 million Maximum aggregate gross proceeds combining upfront and warrant exercise

Shares / pre-funded warrants 2,022,062 shares Common stock (or pre-funded warrants) issued in the private placement

Purchase / exercise price $2.04 per share Price for common stock, pre-funded warrants, and series C/D warrant exercises

Series C warrant term Five years Expiry from effective date of stockholder approval

Series D warrant term Twenty-four months Expiry from effective date of stockholder approval

Amended warrant shares 120,734 shares Common stock underlying previously issued warrants with reduced exercise price

Market Reality Check

$2.18 Last Close

Volume Volume 672,660 vs 20-day average 1,287,909 (relative volume 0.52x) ahead of the closing announcement. low

Technical Shares at $1.86, trading below the $6.14 200-day moving average, reflecting extended technical weakness.

Peers on Argus

DRMA was down 21.52% while several biotech peers like BDRX (-8.68%) and ENTO (-5.68%) also declined, but GLTO rose 13.91%. The steeper move in DRMA versus mostly single‑digit peer moves indicates stock-specific dynamics rather than a uniform sector move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 24	Private placement announced	Neutral	+16.2%	Announcement of up to $12.4M private placement with insider participation.
Dec 04	OTC brand teaser	Positive	-16.3%	Teaser of new OTC skincare brand identity and mid-2026 acne kit launch.
Nov 14	Earnings and pivot	Positive	-2.1%	Q3 update with OTC pivot, positive Phase 3 STAR-1 results, and cash runway.
Oct 02	Patent acceptance	Positive	-4.3%	Australian patent acceptance for Spongilla acne treatment combination.
Sep 17	Conference abstract	Positive	-5.5%	Announcement of Phase 3 XYNGARI™ acne data presentation at EADV congress.

Pattern Detected

Recent news often saw negative price reactions even on seemingly positive clinical, branding, and IP updates, with only the earlier private placement announcement aligning positively with price.

Recent Company History

Over the last few months, Dermata reported a strategic pivot to OTC dermatology with positive Phase 3 STAR-1 data and cash of $4.7 million funding operations into Q2 2026. Branding and patent milestones for its once-weekly acne kit, plus an accepted Australian patent, highlighted this shift. On Dec 24, 2025, Dermata announced a private placement of up to $12.4 million, now followed by today’s closing, reinforcing its focus on funding OTC launch and related activities.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-11-21

$100,000,000 registered capacity

Dermata has an effective S-3 shelf filed on Nov 21, 2025, allowing it to offer up to $100,000,000 of various securities over time. This provides flexibility to raise additional capital for working capital and general corporate purposes, complementing today’s privately placed common stock and warrant financing.

Market Pulse Summary

This announcement finalizes a previously disclosed private placement, delivering about $4.1 million in upfront gross proceeds and up to $8.3 million more if warrants are exercised. It adds to Dermata’s existing S-3 shelf capacity of $100,000,000, underscoring reliance on capital markets while it remains pre‑revenue and prepares an OTC acne kit launch. Investors may watch future financings, warrant exercises, and progress on commercial execution.

Key Terms

private placement financial

"today announced the closing of its previously announced private placement for the issuance"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

pre-funded warrants financial

"2,022,062 shares of common stock (or pre-funded warrants in lieu thereof), series C warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

warrants financial

"series C warrants to purchase up to 2,022,062 shares of common stock and short-term series D warrants"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

priced at-the-market financial

"warrants to purchase up to 2,022,062 shares of common stock at a purchase price of $2.04 per share ... priced at-the-market under the rules"

Priced at‑the‑market means a security is offered or set to trade at whatever the current market price is, rather than at a preselected fixed price. For investors this matters because the amount raised or the cost to buy can change with real‑time supply and demand—like selling an item for whatever buyers are paying right now—so timing and market volatility directly affect value and dilution.

Regulation D regulatory

"under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation D promulgated"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

registration rights agreement regulatory

"Pursuant to a registration rights agreement with investors, the Company has agreed to file"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

reverse stock split financial

"exercise price of $12.70 per share (which exercise price reflects a one-for-10 reverse stock split effected"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

AI-generated analysis. Not financial advice.

$4.1 million upfront with up to approximately $8.3 million of potential additional gross proceeds upon the exercise in full of warrants

SAN DIEGO, CA / ACCESS Newswire / December 29, 2025 / Dermata Therapeutics, Inc. (Nasdaq:DRMA)(Nasdaq:DRMAW) ("Dermata," or the "Company"), a science-driven leader in dermatologic solutions, today announced the closing of its previously announced private placement for the issuance and sale of an aggregate of 2,022,062 shares of common stock (or pre-funded warrants in lieu thereof), series C warrants to purchase up to 2,022,062 shares of common stock and short-term series D warrants to purchase up to 2,022,062 shares of common stock at a purchase price of $2.04 per share of common stock (or per pre-funded warrant in lieu thereof) and accompanying warrants priced at-the-market under the rules of the Nasdaq Stock Market. The series C warrants and the series D warrants have an exercise price of $2.04 per share and will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares issuable upon exercise of the warrants. The series C warrants will expire five years from the effective date of stockholder approval and the series D warrants will expire twenty-four months 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 management team, participated in the offering.

H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.

The gross proceeds from the offering were approximately $4.1 million, prior to deducting placement agent's fees and other offering expenses payable by the Company. The potential additional gross proceeds to the Company from the series C warrants and the short-term series D warrants, if fully exercised on a cash basis, will be approximately $8.3 million. No assurance can be given that any of the series warrants will be exercised, or that the Company will receive cash proceeds from the exercise of the series warrants. The Company intends to use the net proceeds from the offering for general corporate purposes which includes, without limitation, consumer research studies, pre-launch and launch activities for the Company's new OTC acne kit, investing in or acquiring companies that are synergistic with or complementary to the Company's technologies, licensing activities related to the Company's current and future product candidates, and to the development of emerging technologies, investing in or acquiring companies that are developing emerging technologies, licensing activities, or the acquisition of other businesses and working capital.

The securities described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the shares, warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to a registration rights agreement with investors, the Company has agreed to file a resale registration statement covering the securities described above.

The Company also amended certain outstanding warrants to purchase up to an aggregate of 120,734 shares of the Company's common stock that were previously issued to certain investors on January 23, 2025, with an exercise price of $12.70 per share (which exercise price reflects a one-for-10 reverse stock split effected by the Company on August 1, 2025) such that the amended warrants have a reduced exercise price of $2.04 per share, will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the amended warrants and will expire five years from the effective date of stockholder approval.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Dermata Therapeutics

Dermata Therapeutics is a scientific leader in dermatologic solutions that recently announced a strategic pivot to begin focusing on the development and distribution of OTC pharmaceutical skin treatments. The Company is currently developing a once-weekly acne kit that utilizes an active ingredient from the OTC acne monograph in combination with the Company's Spongilla technology to create a unique treatment option for patients suffering with acne. The Company plans to launch this initial acne kit in the middle of 2026 with additional product candidates planned to follow. Dermata is headquartered in San Diego, California. For more information, please visit http://www.dermatarx.com/.

Forward-looking Statements

Statements in this press release that are not strictly historical in nature are forward-looking statements. These statements are based on the Company's current beliefs and expectations and new risks may emerge from time to time. Forward-looking statements are subject to known and unknown risks, uncertainties, assumptions, and other factors including, but are not limited to, statements related to: the intended use of proceeds from the offering; the receipt of stockholder approval; and the potential exercise of the series warrants and potential proceeds therefrom. These statements are only predictions based on current information and expectations and involve a number of risks and uncertainties, including but not limited to, market and other conditions. Actual events or results may differ materially from those projected in any of such statements due to various factors, including the risks and uncertainties inherent in drug development, approval, and commercialization, and the fact that past results of clinical trials may not be indicative of future trial results. For a discussion of these and other factors, please refer to Dermata's filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. This caution is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All forward-looking statements are qualified in their entirety by this cautionary statement and Dermata undertakes no obligation to revise or update this press release to reflect events or circumstances after the date hereof, except as required by law.

Investors:

Cliff Mastricola
Investor Relations
cmastricola@dermatarx.com

SOURCE: Dermata Therapeutics

View the original press release on ACCESS Newswire

FAQ

What did Dermata (DRMA) announce on December 29, 2025 about the private placement?

Dermata closed a private placement issuing 2,022,062 shares and series C/D warrants at $2.04, raising approximately $4.1M upfront.

How much additional cash could Dermata (DRMA) receive if warrants are exercised?

If all series warrants are exercised for cash, Dermata could receive up to about $8.3M in additional gross proceeds.

When do the Dermata series C and D warrants become exercisable for DRMA shareholders?

Both series become exercisable beginning on the effective date of stockholder approval of the issuance of the shares underlying the warrants.

What is the expiration timeline for DRMA's series C and series D warrants?

Series C warrants expire five years from the effective date of stockholder approval; series D warrants expire 24 months from that date.

Did company insiders participate in the DRMA private placement?

Yes; the company's CEO, CFO and certain management team members participated in the offering.

How does the amended warrant change affect prior DRMA warrant holders?

Prior warrants covering 120,734 shares were amended to an exercise price of $2.04 and become exercisable after stockholder approval, increasing potential dilution.