Dermata Therapeutics (NASDAQ: DRMA) insider details 24.7% equity stake

Rhea-AI Filing Summary

Dermata Therapeutics major shareholder Gerald T. Proehl filed Amendment No. 8 to his Schedule 13D reporting updated ownership and recent transactions in Dermata Therapeutics, Inc. common stock. He may be deemed to beneficially own 694,530 shares of common stock, representing 24.7% of the outstanding shares, based on 2,809,753 shares outstanding as of January 7, 2026. This includes 24 shares and options for 1,669 shares held directly, 79,950 shares held by Proehl Investment Ventures LLC, and 612,828 shares held by certain trusts for which he is trustee.

Proehl Investment Ventures LLC separately reports beneficial ownership of 79,950 shares, or 2.8% of the common stock, and is no longer a beneficial owner of more than 5% as of December 23, 2025. The filing describes a December 23, 2025 private placement in which the issuer agreed to sell 1,484,312 shares, pre-funded warrants for up to 537,750 shares, and Series C and Series D warrants for up to 2,022,062 shares each at purchase prices of $2.04 per share and $2.039 per pre-funded warrant.

Through certain trusts, Proehl purchased 612,745 shares and warrants exercisable for 1,225,490 shares in the private placement, subject to beneficial ownership limits of 4.99% or, at the holder’s election, 9.99%. He also received an option for 37,500 shares on January 2, 2026 in his role as Chief Executive Officer, which is not yet counted as beneficially owned.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

Dermata Therapeutics, Inc.

(Name of Issuer)

Common Stock, Par Value $0.0001 Per Share.

(Title of Class of Securities)

249845504

(CUSIP Number)

Gerald T. Proehl
President and Chief Executive Officer,, 3525 Del Mar Heights Rd., #322
San Diego, CA, 92130
(973) 701-2431

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

12/23/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 249845504

1

Name of reporting person

PROEHL GERALD T

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 694,530.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 694,530.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

694,530.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

24.7 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

See Item 5 for additional information.

SCHEDULE 13D

CUSIP No. 249845504

1

Name of reporting person

Proehl Investment Ventures LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 79,950.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 79,950.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

79,950.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.8 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

See Item 5 for additional information.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, Par Value $0.0001 Per Share.
(b)	Name of Issuer: Dermata Therapeutics, Inc.
(c)	Address of Issuer's Principal Executive Offices: 3525 DEL MAR HEIGHTS RD., #322, SAN DIEGO, CALIFORNIA , 92130.
Item 1 Comment: This Amendment No. 8 (this "Amendment") amends and supplements the Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on August 27, 2021, as amended on April 25, 2022, January 13, 2023, March 30, 2023, January 23, 2025, February 13, 2025, April 3, 2025 and April 7, 2025 (collectively, the "Schedule 13D"). Except as specifically provided herein, this Amendment does not modify or amend any of the information previously reported in the Schedule 13D. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Item 5.	Interest in Securities of the Issuer
(a)	The information contained in rows 7, 8, 9, 10, 11 and 13 of the cover pages of this Schedule 13D and the information set forth in or incorporated by reference in Item 2 and Item 3 of the Schedule 13D is hereby incorporated by reference in its entirety into this Item 5. As of the date hereof, Mr. Proehl may be deemed to beneficially own an aggregate of 694,530 shares of Common Stock reported herein as follows: (i) 24 shares of Common Stock and stock options to purchase 1,669 shares of Common Stock held directly by Mr. Proehl; (ii) 79,950 shares of Common Stock held by Proehl Investment Ventures LLC ("PIV"); (iii) 612,828 shares of Common Stock held in the aggregate by certain trusts (the "Trusts") for which Mr. Proehl is trustee. Mr. Proehl's reported ownership excludes (i) 41,164 shares of Common Stock underlying stock options held by Mr. Proehl that will not vest as to such shares of Common Stock within sixty (60) days of the date hereof, and (ii) 59 shares of Common Stock underlying warrants that are not exercisable within sixty (60) days of the date hereof. As a result of the foregoing, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Proehl may be deemed to beneficially own 24.7% of the Common Stock of the Issuer outstanding as of the date hereof (based on 2,809,753 shares of Common Stock outstanding as of January 7, 2026 based on information obtained from the Issuer). As of the date hereof, PIV may be deemed to be the beneficial owner of an aggregate of 79,950 shares of Common Stock reported herein. PIV's reported ownership excludes 78,751 shares of Common Stock underlying warrants that are not exercisable within sixty (60) days of the date hereof. As a result of the foregoing, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, PIV may be deemed to beneficially own 2.8% of the Common Stock of the Issuer outstanding as of the date hereof (based on 2,809,753 shares of Common Stock outstanding as of January 7, 2026, based on information obtained from the Issuer).
(b)	As of the date hereof, Mr. Proehl may be deemed to be the beneficial owner of an aggregate of 694,530 shares of Common stock, all of which he has sole voting and dispositive power. As of the date hereof, PIV may be deemed to be the beneficial owner of an aggregate of 79,950 shares of Common stock, for all of which voting and dispositive power is held by Mr. Proehl, as PIV's managing member.
(c)	Except as described below and herein, during the sixty (60) days on or prior to January 8, 2026, there were no purchases or sales of shares of Common Stock, or securities convertible into or exchangeable for shares of Common Stock, by the Reporting Persons or any person or entity for which the Reporting Persons possess voting or dispositive control over the securities thereof. On December 23, 2025, the Issuer entered into a securities purchase agreement (the "Purchase Agreement") with certain institutional and accredited investors for the issuance and sale in a private placement (the "Private Placement") of (i) 1,484,312 shares (the "Shares") of the Issuer's common stock, par value $0.0001 per share (the "Common Stock"), (ii) pre-funded warrants ("Pre-Funded Warrants") to purchase up to 537,750 shares of Common Stock, at an exercise price of $0.001 per share, (iii) series C warrants (the "Series C Warrants") to purchase up to 2,022,062 shares of Common Stock, and (iv) series D warrants (the "Series D Warrants" together with the Series C Warrants, the "Warrants") to purchase up to 2,022,062 shares of Common Stock. The purchase price per Share and accompanying Warrants was $2.04 and the purchase price per Pre-Funded Warrant and accompanying Warrants was $2.039. The Warrants have an exercise price of $2.04 per share. The Pre-Funded Warrants were 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. Mr. Proehl (through certain of the Trusts) purchased in the Private Placement an aggregate of 612,745 shares of Common Stock and Warrants exercisable for an aggregate of 1,225,490 shares of Common Stock. The purchase price per share of Common Stock and accompanying Warrants for Mr. Proehl was the same as paid by other investors in the Private Placement. 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 C Warrants will expire five years from the effective date of stockholder approval and the Series D Warrants will expire twenty-four months from the effective date of stockholder approval. As a result of the foregoing, the Warrants purchased by Mr. Proehl (through certain of the Trusts) in the Private Placement are deemed not to be beneficially owned by Mr. Proehl and are therefore not included in the beneficial ownership calculations reported herein. A holder of Warrants may not exercise any portion of such holder's 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 Issuer's outstanding shares of Common Stock immediately after exercise, except that upon at least 61 days' prior notice from the holder to the Issuer, 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 the event of certain fundamental transactions, holders of the Warrants will have the right to receive the Black Scholes Value of their Warrant calculated pursuant to a formula set forth in the Warrant, payable either in cash or in the same type or form of consideration that is being offered and being paid to the holders of Common Stock. On January 2, 2026, Mr. Proehl was awarded an option exercisable for 37,500 shares of Common Stock in connection with his services as the Issuer's Chief Executive Officer. These options have an exercise price of $2.18 per share, and will vest as to 25% upon the 12 month anniversary of the grant date, and will vest as to 75% in 36 equal monthly installments commencing on the 12 month anniversary of the grant date. As a result of the forgoing, these options are deemed not to be beneficially owned by Mr. Proehl and are therefore not included in the beneficial ownership calculations reported herein.
(d)	None.
(e)	As of December 23, 2025, PIV is no longer the beneficial owner of more than 5% of the Issuer's Common Stock.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

PROEHL GERALD T

Signature:	/s/ Gerald T. Proehl
Name/Title:	Gerald T. Proehl
Date:	01/08/2026

Proehl Investment Ventures LLC

Signature:	/s/ Gerald T. Proehl
Name/Title:	Gerald T. Proehl, Managing Member
Date:	01/08/2026

FAQ

How many Dermata Therapeutics (DRMA) shares does Gerald T. Proehl report owning?

Gerald T. Proehl may be deemed to beneficially own 694,530 shares of Dermata Therapeutics common stock, which represents 24.7% of the issuer’s outstanding common stock based on 2,809,753 shares outstanding as of January 7, 2026.

What is Proehl Investment Ventures LLC’s ownership in Dermata Therapeutics (DRMA)?

Proehl Investment Ventures LLC reports beneficial ownership of 79,950 shares of Dermata Therapeutics common stock, representing 2.8% of the outstanding shares, and is no longer a beneficial owner of more than 5% as of December 23, 2025.

What private placement did Dermata Therapeutics (DRMA) enter on December 23, 2025?

On December 23, 2025, Dermata Therapeutics entered a private placement to sell 1,484,312 shares of common stock, pre-funded warrants for up to 537,750 shares, and Series C and Series D warrants to purchase up to 2,022,062 shares each, at a purchase price of $2.04 per share and $2.039 per pre-funded warrant.

How much did Gerald T. Proehl participate in Dermata’s private placement?

Through certain trusts, Gerald T. Proehl purchased in the private placement an aggregate of 612,745 shares of common stock and warrants exercisable for 1,225,490 shares of common stock, at the same purchase price per share and accompanying warrants as other investors.

What are the key terms of the Dermata Therapeutics warrants mentioned in the filing?

The Series C and Series D warrants have an exercise price of $2.04 per share. They are exercisable beginning on the effective date of stockholder approval of the shares issuable upon exercise. The Series C warrants expire five years after that effective date, and the Series D warrants expire twenty-four months after that date.

What beneficial ownership limits apply to the Dermata Therapeutics warrants?

A holder may not exercise warrants to the extent that, together with its affiliates, it would beneficially own more than 4.99% of Dermata’s outstanding common stock, or 9.99% if elected by the holder. The limit can be increased to up to 9.99% upon at least 61 days’ prior notice to the issuer.

Did Gerald T. Proehl receive new stock options from Dermata Therapeutics (DRMA)?

On January 2, 2026, Gerald T. Proehl was awarded an option exercisable for 37,500 shares of Dermata common stock at an exercise price of $2.18 per share. The option vests 25% on the 12-month anniversary of the grant date and 75% in 36 equal monthly installments thereafter, and is not included in the reported beneficial ownership.