false
0001853816
0001853816
2026-01-30
2026-01-30
0001853816
DRMA:CommonStockParValue0.0001PerShareMember
2026-01-30
2026-01-30
0001853816
DRMA:WarrantsExercisableForOneShareOfCommonStockMember
2026-01-30
2026-01-30
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): January 30, 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 4.01.
Changes in Registrant’s Certifying Accountant.
(a) Dismissal
of independent registered public accounting firm.
On
January 30, 2026, Dermata Therapeutics, Inc. (the “Company”) notified Baker Tilly US, LLP (formerly Moss Adams LLP)
(“Baker Tilly”) that Baker Tilly would be dismissed as the Company’s independent registered public accounting firm.
The Company’s Audit Committee of the Board of Directors (the “Audit Committee”) approved the decision to dismiss Baker
Tilly, which will become effective on January 31, 2026.
The audit
reports of Baker Tilly on the Company’s financial statements as of and for the fiscal years ended December 31, 2024 and 2023 did
not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting
principles, except that the reports included an explanatory paragraph relating to substantial doubt about the Company’s ability
to continue as a going concern.
During the
Company’s two most recent fiscal years ended December 31, 2024 and 2023 and through January 31, 2026, the Company has not had any
disagreement with Baker Tilly on any matter of accounting principles or practices, financial statement disclosure or auditing scope or
procedures, which disagreement, if not resolved to Baker Tilly’s satisfaction, would have caused Baker Tilly to make reference
to the subject matter of the disagreement in its reports on the Company’s financial statements. In addition, during the Company’s
two most recent fiscal years ended December 31, 2024 and 2023 and through January 31, 2026, there were no “reportable events”
as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The
Company provided Baker Tilly with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission
(“SEC”) and requested that Baker Tilly furnish it with a letter addressed to the SEC stating whether or not it agrees with
the above statements in Item 4.01(a). A copy of Baker Tilly’s letter, dated February 3, 2026, is filed as Exhibit 16.1
to this Current Report on Form 8-K.
(b) Appointment
of new independent registered public accounting firm.
On
February 2, 2026, the Audit Committee approved the appointment of CBIZ CPAs P.C., (formerly known as Mayer Hoffman McCann P.C.)
(“CBIZ CPAs”) as the Company’s new independent registered public accounting firm.
CBIZ
CPAs previously served as the Company’s independent registered public accounting firm from 2016 to 2023. Except for
when CBIZ CPAs was previously engaged as the Company’s independent registered accounting firm, during the fiscal years
ended December 31, 2024 and 2023 and the subsequent interim period through January 31, 2026, neither the Company nor anyone acting on
its behalf consulted CBIZ CPAs on any matter relating to either (i) the application of accounting principles to a specific
transaction, either completed or contemplated, or the type of audit opinion that might be rendered on the Company’s financial statements
or (ii) any matter that was the subject of a disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K
and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 16.1 |
|
Letter
to Securities and Exchange Commission from Baker Tilly US, LLP, dated February 3, 2026 |
| |
|
|
| 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:
February 3, 2026 |
By: |
/s/ Gerald
T. Proehl |
| |
Name: |
Gerald T. Proehl |
| |
Title: |
President, Chairman and
Chief Executive Officer |
