Dermata (NASDAQ: DRMA) insider acquires warrants and 170K shares
Rhea-AI Filing Summary
Dermata Therapeutics, Inc. (DRMA) reported that director and executive officer Gerald T. Proehl, through affiliated entities, acquired multiple warrant positions and common shares in a private placement exempt under Rule 16b-3(d)(1). Proehl Investment Ventures LLC received 1,360,544 Series E and 1,360,544 Series F warrants and 1,360,544 pre-funded warrants, each for common stock at exercise prices of $1.47 (Series E/F) and $0.001 (pre-funded). A family trust acquired 170,068 Series E, 170,068 Series F warrants and 170,068 common shares, increasing its indirect holdings to 292,631 shares. The warrants become exercisable only after stockholder approval and are subject to a 9.99% beneficial ownership cap, and the reporting person disclaims beneficial ownership beyond pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 170,068 shares
Net Buy
10 txns
Insider
PROEHL GERALD T
Role
PRESIDENT, CHAIRMAN, CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Series E Warrant (Right to Buy) F1, F2, F3, F5 | 1,360,544 | -- | -- |
| Grant/Award | Series F Warrant (Right to Buy) F1, F2, F4, F5 | 1,360,544 | -- | -- |
| Grant/Award | Series E Warrant (Right to Buy) F1, F2, F3, F5 | 170,068 | -- | -- |
| Grant/Award | Series F Warrant (Right to Buy) F1, F2, F4, F5 | 170,068 | -- | -- |
| Grant/Award | Pre-Funded Warrant (Right to Buy) F1, F2, F6, F3, F5 | 1,360,544 | -- | -- |
| Grant/Award | Common Stock F1, F2, F5 | 170,068 | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock F5 | -- | -- | -- |
| holding | Common Stock F5 | -- | -- | -- |
| holding | Common Stock F5 | -- | -- | -- |
Holdings After Transaction:
Series E Warrant (Right to Buy) — 1,360,544 shares (Indirect, By Proehl Investment Ventures LLC);
Series F Warrant (Right to Buy) — 1,360,544 shares (Indirect, By Proehl Investment Ventures LLC);
Series E Warrant (Right to Buy) — 170,068 shares (Indirect, By Sean Michael Proehl 2020 Irrevocable Trust Dated December 18, 2020);
Series F Warrant (Right to Buy) — 170,068 shares (Indirect, By Sean Michael Proehl 2020 Irrevocable Trust Dated December 18, 2020);
Pre-Funded Warrant (Right to Buy) — 1,360,544 shares (Indirect, By Proehl Investment Ventures LLC);
Common Stock — 292,631 shares (Indirect, By Sean Michael Proehl 2020 Irrevocable Trust Dated December 18, 2020);
Common Stock — 24 shares (Direct);
Common Stock — 7 shares (Indirect, By Allison Taylor Proehl 2020 Irrevocable Trust);
Common Stock — 3 shares (Indirect, By Meghan Proehl Wilder 2020 Irrevocable Trust);
Common Stock — 79,950 shares (Indirect, By Proehl Investment Ventures LLC)
Footnotes (6)
- F1. The shares of common stock and accompanying warrants reported herein were purchased together by the Reporting Person from the Issuer in a private placement (the "Private Placement"), which transaction is exempt from Section 16(b) in accordance with Rule 16b-3(d)(1) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each share of common stock (or pre-funded warrant in lieu thereof) was purchased together with (i) a series E warrant to purchase one share of common stock and (ii) a series F warrant to purchase one share of common stock.
- F2. The purchase price per share of common stock and accompanying warrants was $1.47 and the purchase price of each pre-funded warrant and accompanying warrants was $1.469.
- F3. This warrant will become 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 warrant will expire five years from the effective date of stockholder approval. The warrant cannot be exercised by the Reporting Person if, after giving effect thereto, the Reporting Person, together with his/her affiliates, would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of shares of the common stock outstanding immediately after giving effect to such exercise, subject to certain exceptions.
- F4. This warrant will become 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 warrant will expire two years from the effective date of stockholder approval. The warrant cannot be exercised by the Reporting Person if, after giving effect thereto, the Reporting Person, together with his/her affiliates, would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of shares of the common stock outstanding immediately after giving effect to such exercise, subject to certain exceptions.
- F5. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
- F6. The pre-funded warrant has no expiration date.
Key Figures
Series E warrants (Proehl Investment Ventures LLC): 1,360,544 warrants
Series F warrants (Proehl Investment Ventures LLC): 1,360,544 warrants
Pre-funded warrants (Proehl Investment Ventures LLC): 1,360,544 warrants
+5 more
8 metrics
Series E warrants (Proehl Investment Ventures LLC)
1,360,544 warrants
Acquired 2026-08-16, exercisable into DRMA common stock at $1.47 per share
Series F warrants (Proehl Investment Ventures LLC)
1,360,544 warrants
Acquired 2026-08-16, exercisable into DRMA common stock at $1.47 per share
Pre-funded warrants (Proehl Investment Ventures LLC)
1,360,544 warrants
Acquired 2026-08-16, exercisable into DRMA common stock at $0.001 per share
Common stock acquired by Sean Michael Proehl 2020 Trust
170,068 shares
Indirect DRMA common stock position acquired 2026-08-16 in private placement
Trust common stock holdings after transaction
292,631 shares
Indirect DRMA common stock held by Sean Michael Proehl 2020 Irrevocable Trust
Purchase price per common share plus warrants
$1.47 per share
Private placement unit price for DRMA common stock and accompanying warrants
Purchase price per pre-funded warrant plus warrants
$1.469 per pre-funded warrant
Private placement price for DRMA pre-funded warrant and accompanying warrants
Beneficial ownership cap
9.99%
Maximum beneficial ownership allowed upon warrant exercise under Section 13(d)
Key Terms
pre-funded warrant, Section 16(b), Rule 16b-3(d)(1), beneficial ownership, +2 more
6 terms
pre-funded warrant financial
"The pre-funded warrant has no expiration date."
A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.
Section 16(b) regulatory
"transaction is exempt from Section 16(b) in accordance with Rule 16b-3(d)(1)"
A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.
Rule 16b-3(d)(1) regulatory
"exempt from Section 16(b) in accordance with Rule 16b-3(d)(1) promulgated"
beneficial ownership financial
"would beneficially own, as determined in accordance with Section 13(d)"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Series E Warrant financial
"Each share of common stock (or pre-funded warrant in lieu thereof) was purchased together with (i) a series E warrant"
Series F Warrant financial
"and (ii) a series F warrant to purchase one share of common stock."
FAQ
What did DRMA insider Gerald T. Proehl acquire in this Form 4 filing?
Gerald T. Proehl, via affiliated entities, acquired Series E, Series F, and pre-funded warrants plus common stock in a private placement. These positions give rights to buy Dermata Therapeutics (DRMA) common shares at specified exercise prices and are reported as indirect holdings.
How many DRMA warrants did Proehl Investment Ventures LLC receive?
Proehl Investment Ventures LLC received 1,360,544 Series E and 1,360,544 Series F warrants, plus 1,360,544 pre-funded warrants, each exercisable into Dermata Therapeutics (DRMA) common stock. All were acquired in a private placement alongside DRMA equity at defined purchase prices per unit.
What are the exercise prices of the DRMA warrants reported in this Form 4?
The Series E and Series F warrants have an exercise price of $1.47 per Dermata Therapeutics (DRMA) share, while the pre-funded warrants have a nominal exercise price of $0.001 per share. These prices apply when the warrants are exercised into common stock, subject to stated conditions.
What DRMA common stock did the Sean Michael Proehl 2020 Irrevocable Trust acquire?
The Sean Michael Proehl 2020 Irrevocable Trust acquired 170,068 shares of Dermata Therapeutics (DRMA) common stock in the private placement. After this transaction, the trust’s indirect holdings totaled 292,631 shares, in addition to its new Series E and Series F warrant positions.
Are there ownership limits on exercising the DRMA warrants?
Yes. The warrants include a 9.99% beneficial ownership cap, preventing exercise if it would cause the reporting person and affiliates to own more than 9.99% of DRMA outstanding common stock. This cap is calculated under Section 13(d) of the Exchange Act, with specified exceptions.
When do the DRMA Series E and Series F warrants become exercisable and when do they expire?
Both Series E and Series F warrants become exercisable on the effective date of stockholder approval for the underlying share issuance. The Series E warrants expire five years after that date, while Series F warrants expire two years after, as disclosed in the Form 4 footnotes.
AI-generated analysis. How Rhea-AI works. Not financial advice.
