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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): July 30, 2025
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) |
|
(I.R.S.
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 (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 3.03 Material Modification to Rights of Security Holders.
To
the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in Item
5.03 of this Current Report on Form 8-K is incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
July 30, 2025, Dermata Therapeutics, Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Amended
and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware (the “Certificate of
Amendment”), which will effect, at 12:01 a.m. Eastern Time, on August 1, 2025, a one-for-10 (1:10) reverse stock split (the “Reverse
Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common
Stock”). In connection with the Reverse Stock Split, the CUSIP number for the Common Stock will change to 249845504.
Subject
to The Nasdaq Capital Market (“Nasdaq” or the “Exchange”) approval, the Company anticipates that the Common Stock
will begin trading on Nasdaq on a Reverse Stock Split-adjusted basis when market opens on August 1, 2025.
As
a result of the Reverse Stock Split, every ten (10) shares of Common Stock issued and outstanding will be converted into one share of
Common Stock. The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest
in the Company’s equity, except to the extent that the Reverse Stock Split would have resulted in some stockholders owning a fractional
share. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to
a fractional share of Common Stock are instead entitled to receive a proportional cash payment.
The
Reverse Stock Split will not change the par value of the Common Stock or the authorized number of shares of Common Stock. All outstanding
securities entitling their holders to purchase shares of Common Stock or acquire shares of Common Stock, including issued and outstanding
stock options and warrants, will be adjusted as a result of the Reverse Stock Split, as required by the terms of those securities.
At
the 2025 Annual Meeting of Stockholders held on July 15, 2025, the Company’s stockholders granted the Company’s Board of
Directors (the “Board”) the discretion to effect the Reverse Stock Split at a ratio of not less than one-for-two (1:2) and
not more than one-for-thirty (1:30), with such ratio to be determined by the Board. On July 15, 2025, the Board approved and authorized
the filing of the Certificate of Amendment to effect the Reverse Stock Split.
The
foregoing description of the Certificate of Amendment is a summary of the material terms thereof, does not purport to be complete and
is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed with this report as Exhibit
3.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Dermata Therapeutics, Inc., dated July 30, 2025. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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 30, 2025 |
By: |
/s/
Gerald T. Proehl |
| |
Name: |
Gerald
T. Proehl |
| |
Title: |
Chief
Executive Officer |
