false
0001853816
0001853816
2025-07-02
2025-07-02
0001853816
DRMA:CommonStockParValue0.0001PerShareMember
2025-07-02
2025-07-02
0001853816
DRMA:WarrantsExercisableForOneShareOfCommonStockMember
2025-07-02
2025-07-02
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): July 2, 2025
| 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) |
Registrant’s
telephone number, including area code: (858) 800-2543
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 |
|
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 1 933 (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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously reported, on May 14, 2025, Dermata Therapeutics, Inc. (the “Company”) received a letter from the Listing Qualifications
Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid
price of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), for the prior 30 consecutive
business days, the Company was not in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued
listing on Nasdaq, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).
The
Staff further indicated that, based upon the Company’s implementation of a reverse stock split within the prior one-year period,
the Company’s securities were subject to delisting from the Nasdaq Capital Market and would be suspended at the opening of business
on May 23, 2025 The Company timely requested a hearing before the Panel, which request stayed any further suspension or delisting action
by Nasdaq, pending the ultimate conclusion of the hearing process.
On
July 2, 2025, the Panel notified the Company that it has granted Company’s request for an exception until August 14, 2025, to demonstrate
compliance with the Minimum Bid Price Requirement (the “Exception”).
Pursuant
to the Exception, the Company is required to provide the Panel with prompt notification of any significant events that occur, including
any event that may call into question the Company’s ability to satisfy the terms of the Exception. The Company is actively pursuing
measures to regain compliance with the Minimum Bid Price Requirement, including seeking shareholder approval for a reverse stock split
at its annual stockholders meeting on July 15, 2025, and if approved, implementing a reverse stock split. There can be no assurance that
the Company will be able to regain compliance and maintain its listing on the Nasdaq Capital Market. If the Company does not regain compliance,
or if the Company fails to satisfy another Nasdaq requirement for continued listing, Nasdaq could provide notice that the Company’s
securities will become subject to delisting.
Forward-Looking
Statements
This
Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements can be identified by words such as “aims,” “anticipates,” “believes,”
“could,” “expects,” estimates,” “intends,” “may,” “plans,” “potential,”
“projects,” “should,” “will,” and “would,” or similar references to future periods. Examples
of forward-looking statements in this Current Report on Form 8-K include, without limitation, statements regarding the Company’s
intent or ability to regain compliance with the Minimum Bid Price Rule, the ability to gain shareholder approval for a reverse stock
split, the ability of the Company to timely implement a reverse stock split, the anticipated actions by the Staff and the Company’s
responses and their anticipated outcome, and the ability for the Common Stock to remain listed on Nasdaq. Any forward-looking statements
in this Current Report on Form 8-K are based on management’s current expectations of future events and are subject to a number
of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such
forward-looking statements. For a discussion of these and other risks and uncertainties, and other important factors, any of which could
cause the Company’s actual results to differ from those contained in or implied by the forward-looking statements, see the section
entitled “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission
as well as discussions of potential risks, uncertainties and other important factors in any subsequent Company filings with the Securities
and Exchange Commission. All information in this Current Report on Form 8-K is as of the date of the filing; the Company undertakes no
duty to update this information unless required by law.
SIGNATURES
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:
July 7, 2025 |
By: |
/s/
Gerald T. Proehl |
| |
Name: |
Gerald
T. Proehl |
| |
Title: |
Chief
Executive Officer |
