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

News Market Reaction – DRMAW

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In the Dec 30 session, DRMAW gained 26.74%, reflecting a significant positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

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$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.