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

Rhea-AI Summary

Dermata Therapeutics (NASDAQ:DRMA / DRMAW) announced a private placement to issue 2,022,062 shares (or pre-funded warrants) plus series C and short-term series D warrants at $2.04 per share, providing approximately $4.1 million of gross proceeds upfront and up to ~$8.3 million additional if warrants are fully exercised (total ~$12.4 million). Series C warrants expire five years; series D warrants expire 24 months; warrant exercises and amended warrants are subject to stockholder approval. Closing expected on or about December 29, 2025. Company insiders, including the CEO and CFO, are participating. H.C. Wainwright is placement agent. Net proceeds for general corporate purposes and OTC acne kit activities.

Positive

• $4.1M gross proceeds expected at closing
• Up to $8.3M additional proceeds if warrants fully exercised
• Insiders including CEO and CFO participating in offering
• Registration rights agreed for resale of offered securities

Negative

• Issuance of 2,022,062 shares versus 1,175,798 outstanding (major dilution)
• Amended warrants for 120,734 shares reduce exercise price to $2.04
• Warrants exercisable only after stockholder approval (creates timing overhang)

Key Figures

Upfront gross proceeds: $4.1 million Potential warrant proceeds: $8.3 million Shares offered: 2,022,062 shares +5 more

8 metrics

Upfront gross proceeds $4.1 million Expected gross proceeds from current private placement before fees

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

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

Offering price $2.04 per share Purchase price per share (or pre-funded warrant) with accompanying warrants

Series C warrant term 5 years Expiration from effective date of stockholder approval

Series D warrant term 24 months Expiration from effective date of stockholder approval

Amended warrants 120,734 warrants Outstanding warrants repriced from $12.70 to $2.04 per share

Shares outstanding 1,175,798 shares Common stock issued and outstanding as of press release date

Market Reality Check

Price: $0.0191 Vol: Volume 48,863 is well bel...

low vol

$0.0191 Last Close

Volume Volume 48,863 is well below the 20-day average of 208,800, suggesting limited pre-news trading activity. low

Technical Shares at $2.04 trade below the $6.24 200-day MA and sit close to the 52-week low of $1.965, far from the $23.70 52-week high.

Peers on Argus

DRMA was down 7.69% while peers showed mixed moves: ENTO down 5.68%, SLXN down 3...

1 Up

DRMA was down 7.69% while peers showed mixed moves: ENTO down 5.68%, SLXN down 3.2%, BDRX and TOVX modestly lower, and GLTO slightly higher. With only 1 peer in the momentum scanner and it moving up, the pressure on DRMA appears stock-specific to this financing.

Historical Context

5 past events · Latest: Dec 04 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 04	OTC brand teaser	Positive	-16.3%	Teased new science-first OTC skincare brand identity and launch plans.
Nov 14	Earnings & update	Positive	-2.1%	Reported Q3 results and positive Phase 3 STAR-1 topline data with funding outlook.
Oct 02	Patent acceptance	Positive	-4.3%	Australian patent acceptance for Spongilla acne technology and mid-2026 OTC plans.
Sep 17	Conference abstract	Positive	-5.5%	Announcement of Phase 3 STAR-1 abstract presentation at EADV 2025 congress.
Sep 10	Strategic pivot	Positive	+6.0%	Shift from Rx drugs to OTC acne kit leveraging Spongilla technology.

Pattern Detected

Positive or strategic news has often been met with negative price reactions, with only the September 2025 strategic pivot aligning positively.

Recent Company History

Over the past few months, Dermata has pivoted toward OTC dermatology, highlighted by a strategic shift announced on Sep 10, 2025 and reinforced in the Q3 2025 update. Despite positive Phase 3 STAR-1 data, new patents, and branding for an OTC acne kit targeted for mid-2026, shares frequently traded down after news. Today’s private placement adds another capital-raising event to a sequence of development and commercialization milestones.

Regulatory & Risk Context

Active S-3 Shelf · $100,000,000

Shelf Active

Active S-3 Shelf Registration 2025-11-21

$100,000,000 registered capacity

Dermata has an effective shelf registration on Form S-3 filed Nov 21, 2025, allowing it to offer up to $100,000,000 of various securities over time, preserving flexibility to raise additional capital beyond this private placement.

Market Pulse Summary

This announcement outlines a structured financing providing $4.1 million in upfront gross proceeds a...

Analysis

This announcement outlines a structured financing providing $4.1 million in upfront gross proceeds and up to $8.3 million more through warrant exercises, plus repricing of legacy warrants to $2.04. It follows a series of capital-raising steps and a strategic pivot toward OTC dermatology products. Investors may watch execution of the acne-kit launch timeline, further use of the $100,000,000 shelf, and any additional financings as key indicators.

Key Terms

private placement, at-the-market, pre-funded warrants, warrants, +4 more

8 terms

private placement financial

"accompanying warrants in a private placement priced at-the-market"

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.

at-the-market financial

"in a private placement priced at-the-market under the rules of the Nasdaq"

"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.

pre-funded warrants financial

"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"

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.

exercise price financial

"The series C warrants and the series D warrants will have an exercise price of $2.04"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

reverse stock split financial

"exercise price reflects a one-for-10 reverse stock split effected by the Company"

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.

registration rights agreement regulatory

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

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.

Regulation D regulatory

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

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.

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 24, 2025 / Dermata Therapeutics, Inc. (NASDAQ:DRMA)(NASDAQ:DRMAW) ("Dermata," or the "Company"), a science-driven leader in dermatologic solutions, today announced that it has entered into definitive agreements 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 in a private placement priced at-the-market under the rules of the Nasdaq Stock Market. The series C warrants and the series D warrants will 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. The closing of the offering is expected to occur on or about December 29, 2025, subject to the satisfaction of customary closing conditions.

Company insiders, including the Company's Chief Executive Officer, Chief Financial Officer and certain members of the Company's management team, are participating in the offering. The purchase price per share of common stock (or per pre-funded warrant in lieu thereof) and accompanying warrants for these Company insiders is the same purchase price as paid by other investors in the offering.

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

The gross proceeds from the offering are expected to be 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 are being 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 has agreed to amend 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 July 30, 2025), effective upon the closing of the offering, such that the amended warrants will 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.

As of the date hereof, the Company has 1,175,798 shares of common stock issued and outstanding.

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 completion of the offering; the satisfaction of customary closing conditions related to the offering; the intended use of proceeds therefrom; 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 is the size and price of Dermata's (DRMA) December 24, 2025 private placement?

Dermata is selling 2,022,062 shares (or pre-funded warrants) with accompanying warrants at $2.04 per share, generating about $4.1M upfront and up to ~$8.3M additional if warrants are exercised.

When will the DRMA offering close and when can warrants be exercised?

The offering is expected to close on or about December 29, 2025; warrants become exercisable beginning on the effective date of stockholder approval.

How much potential dilution does the DRMA private placement create relative to outstanding shares?

The offering proposes 2,022,062 new shares versus 1,175,798 shares outstanding, implying a substantial dilution and share overhang if issued.

Who is participating and who is the placement agent for DRMA's offering?

Company insiders including the CEO and CFO are participating at the same price as other investors; H.C. Wainwright & Co. is the exclusive placement agent.

What are the warrant terms in Dermata's DRMA financing?

Series C and D warrants have an exercise price of $2.04; series C expires in 5 years and series D expires in 24 months, exercisable after stockholder approval.

How does Dermata plan to use the net proceeds from the DRMA offering?

Net proceeds are intended for general corporate purposes including consumer research, pre-launch and launch activities for a new OTC acne kit, licensing, acquisitions, and working capital.