Form 8-K - Current report

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 12, 2024

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 Number)

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(s)

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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 5.07. Submission of Matters to a Vote of Security Holders.

On January 12, 2024, Dermata Therapeutics, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). The matters voted on at the Special Meeting were: (1) the authorization, for purposes of complying with Nasdaq Listing Rule 5635(d), of the issuance of shares of the Company’s Common Stock underlying certain warrants issued by the Company pursuant to that certain Inducement Letter, dated as of November 16, 2023, by and between the Company and the investor named on the signatory page thereto, and the Engagement Letter between the Company and H.C. Wainwright & Co., LLC, dated as of September 30, 2023, in an amount equal to or in excess of 20% of the Company’s Common Stock outstanding immediately prior the issuance of such warrants (the “Issuance Proposal”); (2) the ratification of the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 (the “Auditor Proposal”); and (3) the approval of the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the foregoing proposals (the “Adjournment Proposal”).

At the Special Meeting, all of the matters voted on were approved, based upon an aggregate of 3,189,034 shares of Common Stock outstanding as of November 17, 2023, which was the record date for the Special Meeting. The final voting results were as follows:

Proposal No. 1: The Issuance Proposal was approved by a vote of stockholders as follows:

Votes For				Votes Against				Abstentions				Broker Non-Votes
789,001				5,008				231				485,871

Proposal No. 2: The Auditor Proposal was approved by a vote of stockholders as follows:

Votes For				Votes Against				Abstentions				Broker Non-Votes
1,269,895				9,551				665				0

Proposal No. 3: The Adjournment Proposal was approved by a vote of stockholders as follows:

Votes For				Votes Against				Abstentions				Broker Non-Votes
788,925				4,893				422				485,871

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.

Date: January 12, 2024	By:	/s/ Gerald T. Proehl
		Gerald T. Proehl
		Chief Executive Officer

Cover	Jan. 12, 2024
Document Information Line Items
Entity Registrant Name	DERMATA THERAPEUTICS, INC.
Entity Central Index Key	0001853816
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	true
Document Period End Date	Jan. 12, 2024
Entity Ex Transition Period	true
Entity File Number	001-40739
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	86-3218736
Entity Address Address Line 1	3525 Del Mar Heights Rd
Entity Address Address Line 2	322
Entity Address City Or Town	San Diego
Entity Address State Or Province	CA
Entity Address Postal Zip Code	92130
City Area Code	858
Local Phone Number	800-2543
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Common Stocks
Document Information Line Items
Security 12b Title	Common Stock, par value $0.0001 per share
Trading Symbol	DRMA
Security Exchange Name	NASDAQ
Warrants
Document Information Line Items
Security 12b Title	Warrants, exercisable for one share of Common Stock
Trading Symbol	DRMAW
Security Exchange Name	NASDAQ