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Dermata Therapeutics, Inc.

For the period ended Apr 17, 2026. Filed Apr 17, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 17, 2026 · Filed Apr 17, 2026

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United States

Securities and Exchange Commission

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

DERMATA THERAPEUTICS, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

DERMATA THERAPEUTICS, INC.

3525 Del Mar Heights Road, #322

San Diego, CA 92130

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on May 27, 2026

To the Stockholders of Dermata Therapeutics, Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of Dermata Therapeutics, Inc. (the “Company”) will be held on May 27, 2026, at 9:00 a.m. Pacific Time. The Annual Meeting will be held in a virtual meeting format athttp://www.virtualshareholdermeeting.com/DRMA2026.You will not be able to attend the Annual Meeting in person.

At the Annual Meeting, stockholders will act on the following matters:

1.To elect three director nominees to serve as directors until the 2029 annual meeting of stockholders; and
2.To ratify the appointment of CBIZ CPAs P.C., or any successor entity thereto, as the Company’s independent registered public accounting firm for the year ending December 31, 2026 (the “Auditor Proposal”); and
3.To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s common stock, par value $0.0001, per share (“Common Stock”) underlying certain warrants issued by us pursuant to that certain Securities Purchase Agreement, dated as of December 23, 2025, by and among the Company and the investors named on the signatory pages thereto, and the Engagement Letter, between the Company and H.C. Wainwright & Co., LLC, dated as of September 10, 2024, as amended, in an amount equal to or in excess of 20% of our Common Stock outstanding immediately prior to the issuance of such warrants (the “Issuance Proposal”); and
4.To approve the repricing of warrants exercisable for up to 120,734 shares of Common Stock issued by the Company to investors pursuant to certain Securities Purchase Agreements, each dated as of January 21, 2025, and each as amended on December 23, 2025 (the “Warrant Repricing Proposal”); and
5.To approve an amendment to the Dermata Therapeutics, Inc. 2021 Omnibus Equity Incentive Plan (the “2021 Plan”), in substantially the form attached to the accompanying Proxy Statement as Annex A, to increase the maximum aggregate number of shares of Common Stock which shall be reserved for issuance under the 2021 Plan to 402,214 shares (the “Overall Share Limit”) and (the “Plan Amendment Proposal”): and
6.To approve the adjournment of the Annual 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 Issuance Proposal, the Warrant Repricing Proposal and/or the Plan Split Proposal (the “Adjournment Proposal”); and
7.To consider any other matters that may properly come before the Annual Meeting.

Only stockholders of record at the close of business on March 30, 2026, are entitled to receive notice of and to vote at the Annual Meeting or any postponement or adjournment thereof.

To participate in the Annual Meeting virtually via the Internet, please visit http://www.virtualshareholdermeeting.com/DRMA2026. In order to attend, you must register in advance athttp://www.virtualshareholdermeeting.com/DRMA2026 prior to the Annual Meeting. Registration for the Annual Meeting will begin 15 minutes prior to the start of the Annual Meeting. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the meeting and to submit questions in advance of the meeting.You will not be able to attend the Annual Meeting in person.

All stockholders are cordially invited to attend the Annual Meeting. Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote by following the instructions in the Notice of Internet Availability of Proxy Materials that you previously received and to submit your proxy over the Internet, via phone, or by mail in order to ensure the presence of a quorum. You may change or revoke your proxy at any time before it is voted at the meeting.

If your shares are held in “street name” by your bank, broker or other nominee, your bank, broker or other nominee will be unable to vote your shares without instructions from you. You should instruct your bank, broker or other nominee to vote your shares in accordance with the procedures provided by your bank, broker or other nominee.

IMPORTANT NOTICE OF AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON May 27, 2026

Our proxy materials including our Proxy Statement for the Annual Meeting, our Annual Report for the fiscal year ended December 31, 2025, and proxy card are available on the Internet atwww.proxyvote.com.Under Securities and Exchange Commission rules, we are providing access to our proxy materials by notifying you of the availability of our proxy materials on the Internet.

By Order of the Board of Directors

/s/ Gerald T. Proehl

Gerald T. Proehl

Chief Executive Officer, President and Chairman

April 17, 2026

San Diego, CA

TABLE OF CONTENTS

ABOUT THE MEETING4
PROPOSAL 1: Nomination of Directors12
CORPORATE GOVERNANCE15
Board of Director Composition15
Board of Director Meetings16
Director Independence16
Board Committees16
Director Nominations Process19
Stockholder Nominations for Directorships20
Board Leadership Structure and Role in Risk Oversight21
Stockholder Communications21
Code of Business Conduct and Ethics22
Anti-Hedging Policy22
Insider Trading Policy22
Limitation of Directors Liability and Indemnification22
Management23
EXECUTIVE COMPENSATION24
Summary Compensation Table24
Employment Agreements with Our Named Executive Officers24
Outstanding Equity Awards at Fiscal Year End - 202527
DIRECTOR COMPENSATION28
Director Compensation Table - 202528
Director Compensation Policy28
EQUITY COMPENSATION PLAN INFORMATION29
2021 Equity Incentive Plan29
REPORT OF THE AUDIT COMMITTEE30
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT31
TRANSACTIONS WITH RELATED PERSONS33
PROPOSAL 2: Ratification of the Auditor Proposal35
PROPOSAL 3: Issuance Proposal36
PROPOSAL 4: Warrant Repricing Proposal39
PROPOSAL 5: Plan Amendment Proposal41
PROPOSAL 6: The Adjournment Proposal50
STOCKHOLDER PROPOSALS51
HOUSEHOLDING OF ANNUAL MEETING MATERIALS51
OTHER MATTERS51

DERMATA THERAPEUTICS, INC.

3525 DEL MAR HEIGHTS ROAD, #322

SAN DIEGO, CA 92130

2026 PROXY STATEMENT

This proxy statement (“Proxy Statement”) contains information related to the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Dermata Therapeutics, Inc. (the “Company”, “us”, “we” or “our”) to be held on May 27, 2026 at 9:00 a.m. Pacific Time, or at such other time and place to which the Annual Meeting may be adjourned or postponed. This year’s meeting will be a virtual meeting via live webcast on the Internet. You will be able to attend our Annual Meeting, vote and submit your questions by visiting http://www.virtualshareholdermeeting.com/DRMA2026.You will not be able to attend the Annual Meeting in person.

The enclosed proxy is solicited by our Board of Directors (the “Board”). The proxy materials relating to the Annual Meeting are being mailed to stockholders entitled to vote at the meeting on or about April 17, 2026. A list of record holders of our Common Stock entitled to vote at the Annual Meeting will be available for examination by any stockholder, for any purpose germane to the Annual Meeting, at the offices of Lowenstein Sandler, LLP, the Company’s outside counsel, at 1251 Avenue of the Americas, 17 th Floor, New York, NY 10020, during normal business hours for ten days prior to the Annual Meeting (the “Stockholder List”) and available during the Annual Meeting for examination by the stockholders during the Annual Meeting athttp://www.virtualshareholdermeeting.com/DRMA2026.

IMPORTANT NOTICE OF AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 27, 2026

**Our proxy materials including our Proxy Statement for the Annual Meeting, our Annual Report for the fiscal year ended December 31, 2025 (“Annual Report”) and proxy card are available on the Internet atwww.proxyvote.com.**Under Securities and Exchange Commission rules, we are providing access to our proxy materials by notifying you of the availability of our proxy materials on the Internet.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.