false
0001853816
0001853816
2026-01-27
2026-01-27
0001853816
DRMA:CommonStockParValue0.0001PerShareMember
2026-01-27
2026-01-27
0001853816
DRMA:WarrantsExercisableForOneShareOfCommonStockMember
2026-01-27
2026-01-27
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 27, 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
8.01 Other Events.
On
January 27, 2026, Dermata Therapeutics, Inc. (the “Company”) filed a prospectus supplement (the “Current Prospectus
Supplement”) to increase the maximum aggregate offering amount of the shares of the Company’s common stock, par value $0.0001
per share (“Common Stock”), issuable under the At The Market Offering Agreement (the “Sales Agreement”) with
H.C. Wainwright & Co., LLC, dated June 7, 2024, by an additional aggregate amount of $705,000. The Company previously sold $3,454,390
of shares of Common Stock pursuant to the Sales Agreement under prior prospectus supplements. A copy of the legal opinion as to the legality
of the $705,000 of shares of Common Stock issuable under the Sales Agreement and covered by the Current Prospectus Supplement is filed
as Exhibit 5.1 attached hereto.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 5.1 |
|
Opinion of Lowenstein Sandler LLP |
| |
|
|
| 23.1 |
|
Consent of Lowenstein Sandler LLP (included in Exhibit 5.1) |
| |
|
|
| 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:
January 27, 2026 |
By: |
/s/
Gerald T. Proehl |
| |
Name: |
Gerald
T. Proehl |
| |
Title: |
President,
Chairman and Chief Executive Officer |
