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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 26, 2026
DERMATA
THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-40739 |
|
86-3218736 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
3525
Del Mar Heights Rd., #322
San
Diego, CA |
|
92130 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(858)
800-2543
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of exchange on which registered |
| Common
Stock, par value $0.0001 per share |
|
DRMA |
|
The
Nasdaq Capital Market |
| Warrants,
exercisable for one share of Common Stock |
|
DRMAW |
|
The
Nasdaq Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
2.02. Results of Operation and Financial Condition.
On
March 26, 2025, Dermata Therapeutics, Inc. (the “Company”) issued a press release disclosing certain information regarding
its results of operations for the fiscal year ended December 31, 2025. A copy of the press release is furnished under Item 2.02 as Exhibit
99.1.
The
information included in this Item 2.02, and Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed “filed”
for the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934 as amended (the “Exchange
Act”). Unless expressly incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Exchange
Act made after the date hereof, the information contained in this Item 2.02 and Exhibit 99.1 hereto shall not be incorporated by reference
into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such
filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated March 26, 2026, issued by Dermata Therapeutics, Inc. entitled “Dermata Therapeutics Provides Corporate Update and Reports Financial Results for the Year Ended 2025” |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
DERMATA
THERAPEUTICS, INC. |
| |
|
|
| Dated:
March 26, 2026 |
By: |
/s/
Gerald T. Proehl |
| |
Name: |
Gerald
T. Proehl |
| |
Title: |
President,
Chairman and Chief Executive Officer |
Exhibit
99.1

Dermata
Therapeutics Provides Corporate Update and Reports Financial Results for the Year Ended 2025
-
Dermata announced a strategic pivot to develop and commercialize direct-to-consumer (“DTC”) skincare products under the
brand name Tome -
-
Dermata plans to launch its first DTC product, our Foundational Treatment, a once-weekly mask to support a skin renewal, in the middle
of 2026 -
-
Raised $4.125 million in gross proceeds from a private placement financing in December 2025, including participation from Dermata’s
Chief Executive Officer, Chief Financial Officer, and a member of the Company’s management -
SAN
DIEGO, CA, March 26, 2026 – Dermata Therapeutics, Inc. (Nasdaq: DRMA; DRMAW) (“Dermata,” or the “Company”),
a science-driven leader in dermatologic solutions, today highlighted recent corporate progress and reported financial results for the
year ended December 31, 2025.
“We
are extremely excited as we approach the planned launch of our first DTC product in the middle of 2026, as this will be an important
milestone in our company’s evolution,” said Gerry Proehl, Chairman, President, and CEO of Dermata. “Our team has been
extremely busy over the past few months since we announced in September 2025 our strategic pivot to sell direct-to-consumer skincare
products. Since the announcement, we have recently revealed our new skincare brand, Tome, hired a new Vice President of Marketing to
lead the brand, and are close to finalizing the commercial packaging for our first product,” Mr. Proehl continued. “We believe
we can leverage our deep knowledge from years of clinical dermatology to deliver DTC skincare products that are efficacious and accessible
to consumers. With the cash raised from our recent financings, we believe we are in a good financial position for our planned product
launches, with potential revenue to follow,” concluded Mr. Proehl.
Kyra
Peckaitis, Dermata’s new Vice President of Marketing, commented, “Having recently joined Dermata, I’ve been incredibly
energized by both the strength of the team and opportunity to create something truly differentiated in the skincare market. We are very
excited to announce our first product by Tome, our Foundational Treatment, a once-weekly, foundational step designed to renew the appearance
of the skin and improve tone and texture over time. Our Foundational Treatment will incorporate our hero ingredient, Spongilla lacustris,
a wildly harvested freshwater sponge that we call Bioneedle, to provide consumers with the feel of an aesthetician treatment at home.”
Ms. Peckaitis continued, “We decided to fast-track the launch of the Foundational Treatment as we see this product reaching a larger
market, which can be used as the base product for any skincare routine. We continue to diligently work on our second product, our Clearing
Treatment for acne, which we expect to launch for the sizable acne market shortly after launching our Foundational Treatment. In a crowded
skincare landscape, we see a real opportunity to stand out by offering solutions that simplify routines while delivering meaningful improvements
in how consumer’s skin looks and feels, and we believe our Foundational Treatment and Clearing Treatment will do just that.”
Corporate
Highlights
| |
● |
Announced
strategic pivot to DTC skincare company. In September 2025, Dermata announced that it was making a strategic shift from developing
prescription dermatology products to developing and commercializing DTC skincare products. The Company is currently working on branding,
packaging, and manufacturing to prepare for the expected launch of its first DTC product, a once-weekly, foundational routine to
support skin renewal in the middle of 2026. The Company plans to sell multiple skincare products directly to consumers and directly
to aestheticians and dermatologists for in-office treatments. |
| |
|
|
| |
● |
Announced
the launch of its new skincare brand, Tome. In March 2026, Dermata revealed its new skincare brand, Tome, which aims to introduce
“skintech” at home. The Tome skincare line will emphasize products Dermata believes
can become the essential foundation of any well-rounded skincare routine. The Company plans to add multiple products to their Tome
skincare portfolio that utilize time-tested remedies to simplify skincare routines. |
| |
|
|
| |
● |
Announced
the hiring of Kyra Peckaitis as Vice President of Marketing. In March 2026, Ms. Peckaitis joined the Dermata team to lead the
launch of its new Tome skincare brand. Prior to joining Dermata, Ms. Peckaitis worked at Coterie helping to build its DTC baby care
brand. Ms. Peckaitis brings years of experience in DTC marketing and brand building. |
| |
|
|
| |
● |
Raised
$15.4 million in gross proceeds during 2025 and beginning of 2026. The funds raised during 2025, along with the proceeds from
the Company’s at-the-market facility in January 2026, are expected to fund its operations into the first quarter of 2027. |
| |
|
|
| |
● |
Announced
positive topline data from its XYNGARI Phase 3 STAR-1 clinical trial in moderate-to-severe acne. In March 2025, Dermata announced
that its STAR-1 study met all three primary endpoints by producing highly statistically significant results versus placebo at the
end of study. In April 2025, Dermata also announced that XYNGARI achieved statistically significant separation from placebo after
just 4 weeks, or only four treatments. The STAR-1 study tested Spongilla lacustris as a treatment for moderate-to-severe acne,
adding to the prior Phase 2b study where XYNGARI achieved statistically significant separation from placebo at all time points. However,
the Company has since withdrawn the investigational new drug application for XYNGARI to pursue its new commercial strategy of selling
DTC skincare products. |
Anticipated
Upcoming Milestones
| |
● |
Launch
first DTC product, Foundational Treatment, in the middle of 2026. The Company is close to finalizing packaging for the upcoming
launch of its Foundational Treatment. The Company believes the Foundational Treatment can be the base of any skincare routine, designed
to renew the appearance of the skin and simplify skincare with a once-weekly application. The Company anticipates being ready to
launch the Foundational Treatment in the middle of 2026. |
| |
|
|
| |
● |
Launch
second DTC product, Clearing Treatment, an over-the-counter (“OTC”) acne treatment. The Company is also working on
finalizing its second DTC product, its Clearing Treatment, targeting consumers suffering from common forms of acne. This OTC acne
treatment will incorporate an FDA approved OTC active ingredient along with the Company’s Bioneedle, to provide patients with
a targeted treatment for their acne. The Clearing Treatment is expected to launch shortly after the Foundational Treatment. |
Year
Ended 2025 Financial Results
As
of December 31, 2025, the Company had $7.5 million in cash and cash equivalents, compared to $3.2 million as of December 31, 2024. The
$4.3 million increase in cash and cash equivalents for the year ended December 31, 2025, resulted from approximately $12.1 million of
net financing proceeds offset by $7.8 million of cash used in operations. The Company expects its current cash resources to be sufficient
to fund operations into the first quarter of 2027.
Research
and development expenses were $2.9 million for the year ended December 31, 2025, compared to $8.2 million for the year ended December
31, 2024. The $5.3 million decrease in research and development expenses was primarily the result of a $5.1 million of decrease in clinical
expenses from our STAR-1 acne study, which was completed during the second quarter of 2025. Other research and development activities,
including chemistry, manufacturing and controls, or CMC, and non-clinical expenses also decreased by $0.1 million from the prior year
as result of the Company’s pivot to focus on DTC product sales. The remaining decrease in research and development expenses of
$0.1 million was related to personnel expenses.
Selling,
general and administrative expenses increased by approximately $0.5 million from $4.3 million for the year ended December 31, 2024, to
$4.8 million for the year ended December 31, 2025. The increase in selling, general and administrative expenses was primarily attributable
to $0.7 million in marketing expenses incurred during the year ended December 31, 2025, offset by approximately $0.2 million in decreased
personnel expenses.
About
Dermata Therapeutics
Dermata
Therapeutics is a scientific leader in dermatologic solutions that recently announced a strategic pivot from pharmaceutical development
to begin focusing on the development and commercialization of direct-to-consumer skincare solutions. The Company is currently developing
a first-of-its-kind skin refresh and acne treatments that incorporates Dermata’s Bioneedle. The Company plans to launch its initial
product in the middle of 2026 with additional innovations planned to follow. Dermata is headquartered in San Diego, California. For more
information, or to join our mailing list, please visit http://www.dermatarx.com/.
About
Tome Skincare
Tome
is Dermata’s new skincare line focused on bringing about a new realm of skincare that is powerful, not punishing. Tome in its literal
meaning is a large, important, scholarly book. Dermata intends to educate consumers with a brand that tells a skincare story rooted in
science and history. Tome will consist of a line of skincare products utilizing Spongilla lacustris, a wildly harvested, freshwater
sponge that has evolved over millions of years, for consumers that are compelled by history and science to find the most potent products
for their skincare routine. Dermata believes its Tome skincare line will simplify existing skincare routines with essential ingredients
that deliver results, without harmful extremes. Dermata expects to launch its first product in the middle of 2026 with additional product
launches planned to follow. Start your skincare story at www.tomeskincare.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: Dermata’s shift to
prioritize DTC skincare products; the anticipated benefits of Dermata’s strategic shift to prioritize DTC skincare products, including
acceleration of its path to commercialization, reduction of regulatory burdens, and expansion into broader consumer markets; the success,
cost, and timing of the launch of its planned or future DTC products, including Foundational Treatment; the expected timing and success
of any planned or future DTC product launches, including Clearing Treatment; expectations for the success of the Company’s products
and their ability to generate revenue for the Company; the Company’s expectations with regard to current cash and cash equivalents
and the amount of time it will fund operations; and other factors described in the Company’s filings with the Securities and Exchange
Commission. These forward-looking statements are generally identified by the use of such words as “may,” “could,”
“should,” “would,” “believe,” “anticipate,” “forecast,” “estimate,”
“expect,” “intend,” “plan,” “continue,” “outlook,” “will,” “potential”
and similar statements of a future or forward-looking nature. These statements are only predictions based on current information and
expectations and involve a number of risks and uncertainties. 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 product development and commercialization.
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.
DERMATA
THERAPEUTICS, INC.
Balance
Sheets
| | |
December 31, 2025 | | |
December 31, 2024 | |
| In thousands USD | |
| | | |
| | |
| Assets | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 7,522 | | |
$ | 3,162 | |
| Prepaid expenses and other current assets | |
| 342 | | |
| 372 | |
| Total assets | |
| 7,864 | | |
| 3,534 | |
| Liabilities | |
| | | |
| | |
| Accounts payable | |
| 461 | | |
| 808 | |
| Accrued liabilities | |
| 1,180 | | |
| 1,165 | |
| Total liabilities | |
| 1,641 | | |
| 1,973 | |
| Equity | |
| 6,223 | | |
| 1,561 | |
| Total liabilities and equity | |
$ | 7,864 | | |
$ | 3,534 | |
DERMATA
THERAPEUTICS, INC.
Statements
of Operations
| | |
Year Ended December 31, | |
| | |
2025 | | |
2024 | |
| In thousands, except share and per share data | |
| | |
| |
| Operating expenses | |
| | | |
| | |
| Research and development (1) | |
$ | 2,930 | | |
$ | 8,204 | |
| Selling, general and administrative (1) | |
| 4,844 | | |
| 4,309 | |
| Total operating expenses | |
| 7,774 | | |
| 12,513 | |
| Loss from operations | |
| (7,774 | ) | |
| (12,513 | ) |
| Interest income, net | |
| 215 | | |
| 226 | |
| Net loss | |
$ | (7,559 | ) | |
$ | (12,287 | ) |
| | |
| | | |
| | |
| Net loss per common share, basic and diluted | |
$ | (8.16 | ) | |
$ | (80.32 | ) |
| Weighted average common shares outstanding, basic and diluted | |
| 926,192 | | |
| 152,974 | |
| | |
| | | |
| | |
| (1) Includes the following stock-based compensation expense | |
| | | |
| | |
| Research and development | |
$ | 32 | | |
$ | 251 | |
| Selling, general and administrative | |
$ | 112 | | |
$ | 406 | |
Investors:
Cliff
Mastricola
Investor
Relations
cmastricola@dermatarx.com