Dermata Therapeutics, Inc.
For the period ended Jun 2, 2025. Filed Jun 2, 2025.
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Jun 2, 2025 · Filed Jun 2, 2025
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DEF 14A 1 formdef14a.htm DEF 14A
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 |
3525 Del Mar Heights Road, #322
San Diego, CA 92130
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on July 15, 2025
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 July 15, 2025, at 9:00 a.m. Pacific Time. The Annual Meeting will be held in a virtual meeting format athttp://www.virtualshareholdermeeting.com/DRMA2025.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 two director nominees to serve as directors until the 2028 annual meeting of stockholders; and |
| 2. | To ratify the appointment of Moss Adams LLP, or any successor entity thereto, as the Company’s independent registered public accounting firm for the year ending December 31, 2025 (the “Auditor Proposal”); and |
| 3. | To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of our 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 January 21, 2025, by and among us and the investors named on the signatory pages thereto, and the Engagement Letter, as amended, between the Company and H.C. Wainwright & Co., LLC, dated as of September 10, 2024, in an amount equal to or in excess of 20% of our Common Stock outstanding immediately prior the issuance of such warrants (the “Issuance Proposal”); and |
| 4. | To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of our Common Stock, underlying certain warrants issued by us pursuant to that certain Inducement Letter, dated as of March 27, 2025, by and among us and the investors named on the signatory pages thereto, and the Engagement Letter, as amended, between us and H.C. Wainwright & Co., LLC, dated as of September 10, 2024, in an amount equal to or in excess of 20% of our Common Stock outstanding immediately prior the issuance of such warrants (the “Inducement Proposal”); and |
| 5. | To approve an amendment to the Company’s Certificate of Incorporation, as amended, in substantially the form attached to the accompanying Proxy Statement as Annex A, at the discretion of the Board, to effect a reverse stock split of the Company’s issued and outstanding shares of Common Stock, at a specific ratio, ranging from one-for-two (1:2) to one-for-thirty (1:30), at any time prior to the one-year anniversary date of the Annual Meeting, with the exact ratio to be determined by the Board (the “Reverse Split 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 Inducement Proposal and/or the Reverse 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 May 16, 2025, 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/DRMA2025. In order to attend, you must register in advance athttp://www.virtualshareholdermeeting.com/DRMA2025 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 July 15, 2025
Our proxy materials including our Proxy Statement for the Annual Meeting, our Annual Report for the fiscal year ended December 31, 2024, 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
June 2, 2025
San Diego, CA
TABLE OF CONTENTS
| ABOUT THE MEETING | 5 |
|---|---|
| PROPOSAL 1: Nomination of Directors | 13 |
| CORPORATE GOVERNANCE | 17 |
| Board of Director Composition | 17 |
| Board of Director Meetings | 17 |
| Director Independence | 17 |
| Board Committees | 18 |
| Director Nominations Process | 21 |
| Stockholder Nominations for Directorships | 22 |
| Board Leadership Structure and Role in Risk Oversight | 23 |
| Stockholder Communications | 23 |
| Code of Business Conduct and Ethics | 24 |
| Anti-Hedging Policy | 24 |
| Insider Trading Policy | 24 |
| Limitation of Directors Liability and Indemnification | 24 |
| INFORMATION CONCERNING EXECUTIVE OFFICERS | 25 |
| Management | 25 |
| EXECUTIVE COMPENSATION | 26 |
| Summary Compensation Table | 26 |
| Employment Agreements with Our Named Executive Officers | 26 |
| Outstanding Equity Awards at Fiscal Year End - 2024 | 29 |
| DIRECTOR COMPENSATION | 30 |
| Director Compensation Table - 2024 | 30 |
| Director Compensation Policy | 30 |
| EQUITY COMPENSATION PLAN INFORMATION | 31 |
| 2021 Equity Incentive Plan | 31 |
| REPORT OF THE AUDIT COMMITTEE | 32 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 33 |
| TRANSACTIONS WITH RELATED PERSONS | 36 |
| PROPOSAL 2: Ratification of the Auditor Proposal | 37 |
| PROPOSAL 3: Issuance Proposal | 39 |
| PROPOSAL 4: Inducement Proposal | 43 |
| PROPOSAL 5: Reverse Split Proposal | 46 |
| PROPOSAL 6: The Adjournment Proposal | 56 |
| STOCKHOLDER PROPOSALS | 57 |
| HOUSEHOLDING OF ANNUAL MEETING MATERIALS | 57 |
| OTHER MATTERS | 58 |
3525 DEL MAR HEIGHTS ROAD, #322
SAN DIEGO, CA 92130
2025 PROXY STATEMENT
This proxy statement (“Proxy Statement”) contains information related to the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Dermata Therapeutics, Inc. (the “Company”, “us”, “we” or “our”) to be held on July 15, 2025 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/DRMA2025.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 June 2, 2025. 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/DRMA2025.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.