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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): August 16, 2026
DERMATA
THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-40739 |
|
86-3218736 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
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:
| ☐ |
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 |
|
Name
of each 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 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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
1.01 Entry Into a Material Definitive Agreement.
On
August 16, 2026, Dermata Therapeutics, Inc. (the “Company”) entered into securities purchase agreements (the
“Purchase Agreement”) with certain institutional and accredited investors, for the issuance and sale in a private
placement (the “Private Placement”) of (i) 933,064 shares (the “Shares”) of the Company’s
common stock, par value $0.0001 per share (the “Common Stock”), (ii) pre-funded warrants (“Pre-Funded
Warrants”) to purchase up to 1,360,544 shares of Common Stock, at an exercise price of $0.001 per share, (iii) series E
warrants (the “Series E Warrants”) to purchase up to 2,293,608 shares of Common Stock, and (iv) series F warrants
(the “Series F Warrants” together with the Series E Warrants, the “Warrants”) to
purchase up to 2,293,608 shares of Common Stock. The purchase price per Share and accompanying Warrants was $1.46 and the purchase price
per Pre-Funded Warrant and accompanying Warrants was $1.459. The Warrants have an exercise price of $1.46 per share.
The
Pre-Funded Warrants are exercisable immediately, may be exercised at any time until all of the Pre-Funded Warrants are exercised in full,
and have an exercise price of $0.001 per share. The Warrants will be exercisable beginning on the effective date of stockholder approval
of the issuance of the shares of Common Stock issuable upon exercise of the Warrants. The Series E Warrants will expire five years from
the effective date of stockholder approval and the Series F 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 a certain member of the Company’s management, participated in the Private
Placement. These insiders purchased an aggregate of 4,897,956 Shares and Warrants, including 1,360,544 Pre-Funded Warrants, to purchase
up to an aggregate of 1,360,544 Shares, for an aggregate purchase price of approximately $2.4 million. The purchase price per Share and
accompanying Warrants for these Company insiders was $1.47 and the purchase price per Pre-Funded Warrant and accompanying Warrants was
$1.469. The Warrants purchased by these insiders have an exercise price of $1.47.
A
holder of the Pre-Funded Warrants and the Warrants may not exercise any portion of such holder’s Pre-Funded Warrants or Warrants
to the extent that the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder,
9.99%) of the Company’s outstanding shares of Common Stock immediately after exercise, except that upon at least 61 days’
prior notice from the holder to the Company, the holder may increase the beneficial ownership limitation to up to 9.99% of the number
of shares of Common Stock outstanding immediately after giving effect to the exercise.
In
connection with the Private Placement, the Company entered into a registration rights agreement (the “Registration Rights
Agreement”), dated as of August 16, 2026, with the investors, pursuant to which the Company agreed to prepare and file
a registration statement with the Securities and Exchange Commission (the “SEC”) registering the resale of
the Shares and the shares of Common Stock underlying the Pre-Funded Warrants and the Warrants no later than sixty (60) days after the
date of the Registration Rights Agreement (the “Registration Statement”), and to use its best efforts to have
the registration statement declared effective as promptly as practical thereafter, and in any event no later than ninety (90) days following
the date of the Registration Rights Agreement (or one hundred and twenty (120) days following the date of the Registration Rights Agreement
in the event of a “full review” by the SEC).
Pursuant to certain tail provisions
in an engagement agreement, dated September 9, 2024, between the Company and an investment bank (the “Bank”), the Company
(i) issued to the Bank in connection with the Private Placement, a warrant to purchase 35,958 shares of Common Stock at an exercise price
of $1.825 per share (the “Bank Warrant”), and (ii) paid a cash fee to the Bank equal to $52,500. Other than the exercise price,
the Bank Warrant contains the same terms as the Series E Warrant issued to other investors in the Private Placement. The Bank Warrant
will be issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act.
The net proceeds to the Company from the Private Placement are estimated
to be approximately $3.2 million, after deducting estimated offering expenses payable by the Company. 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
Purchase Agreement contains customary representations and warranties and agreements and obligations, conditions to closing and termination
provisions. The foregoing descriptions of terms and conditions of the Purchase Agreement, the Pre-Funded Warrants, the Warrants, and
the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by the full text of the form of each
such documents, which are attached hereto as Exhibits 10.1, 4.1, 4.2, and 10.2, respectively.
Item
3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this Current Report on Form
8-K in relation to (i) the Shares, (ii) the Pre-Funded Warrants and the Warrants (including the Bank Warrant) and (iii) the shares of
Common Stock issuable upon exercise of Pre-Funded Warrants and the Warrants (including the Bank Warrant) is incorporated herein by reference.
Neither the issuance of the Shares, the Pre-Funded Warrants, the Warrants, the Bank Warrant nor the shares of Common Stock issuable upon
exercise thereof, as applicable, were registered under the Securities Act of 1933, as amended (the “Securities Act”)
or any state securities laws. The issuance of the Shares, the Pre-Funded Warrants, the Bank Warrant and the Warrants were, and the shares
of Common Stock issuable upon the exercise thereof, will be issued in reliance on the exemptions from registration provided by Section
4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder.
Item
8.01 Other Events.
On
August 17, 2026, the Company issued a press release announcing the Private Placement. A copy of the press release is attached as Exhibit
99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Pre-Funded Warrant |
| 4.2 |
|
Form of Series E/Series F Warrant |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 10.2 |
|
Form of Registration Rights Agreement |
| 99.1 |
|
Press Release, dated August 17, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
Dermata
Therapeutics, Inc. |
| |
|
|
| Date:
August 17, 2026 |
By: |
/s/
Gerald T. Proehl |
| |
Name: |
Gerald
T. Proehl |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1
Dermata Therapeutics Announces $3.4 Million
Private Placement
Priced At-The-Market Under Nasdaq Rules
$3.4 million upfront with up to approximately
$6.7 million of potential additional gross proceeds upon the exercise in full of warrants
SAN DIEGO, CA / ACCESSWIRE / August 17, 2026
/ Dermata Therapeutics, Inc. (Nasdaq: DRMA) (“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 2,293,608
shares of common stock (or pre-funded warrants in lieu thereof), series E warrants to purchase up to 2,293,608 shares of common stock
and short-term series F warrants to purchase up to 2,293,608 shares of common stock at a purchase price of $1.46 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 E warrants and the series F warrants will have an exercise price of $1.46 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
E warrants will expire five years from the effective date of stockholder approval and the series F 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 August 18, 2026, subject
to the satisfaction of customary closing conditions.
Company insiders, including the Company’s
Chief Executive Officer, Chief Financial Officer and a certain member 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 $1.47, in accordance with Nasdaq rules. The exercise price of the warrants purchased by the Company’s insiders
is $1.47.
The gross proceeds from the offering are expected
to be approximately $3.4 million, prior to deducting offering expenses payable by the Company. The potential additional gross proceeds
to the Company from the series E warrants and the short-term series F warrants, if fully exercised on a cash basis, will be approximately
$6.7 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 direct-to-consumer
product, 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.
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 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 renewal
treatment which incorporates Dermata’s Bioneedle™. The Company expects to launch its first product on August 25, 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/.
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
