Dermata Therapeutics, Inc PRE 14A, filed Nov 29, 2023

Dermata Therapeutics, Inc. (DRMA)

PRE 14A 2023-11-29 For: 2023-11-28

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Added on October 15, 2026

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Filed by the Registrant	☒
Filed by a Party other than the Registrant	☐

☒	Preliminary Proxy Statement
☐	Confidential, for Use of the SEC Only (As Permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to § 240.14a-12

☒	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.

1.	A proposal to authorize, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of our common stock, par value $0.0001 per share (the “Common Stock”), underlying certain warrants issued by us pursuant to that certain Inducement Letter, dated as of November 16, 2023, by and between us and the investor named on the signatory page thereto, and the Engagement Letter between us and H.C. Wainwright & Co., LLC, dated as of September 30, 2023, 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”);

2.	To ratify 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.	A proposal to approve 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 Issuance Proposal (the “Adjournment Proposal”).

		Page

GENERL INFORMATION		3
PROPOSAL 1: THE ISSUANCE PROPOSAL		9
PROPOSAL 2: THE AUDITOR PROPOSAL		13
PROPOSAL 3: THE ADJOURNMENT PROPOSAL		15
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		16
STOCKHOLDER PROPOSALS		18
WHERE YOU CAN FIND ADDITIONAL INFORMATION		18
HOUSEHOLDING OF SPECIAL MEETING MATERIALS		18
OTHER MATTERS		19

1.	A proposal to authorize, 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 November 16, 2023, by and between us and the investor named on the signatory page thereto, and the Engagement Letter between us and H.C. Wainwright & Co., LLC, dated as of September 30, 2023, 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” or “Proposal 1”);

2.	A proposal to ratify 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” or “Proposal 2”); and

3.	A proposal to approve 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 Issuance Proposal (the “Adjournment Proposal” or “Proposal 3”); and

	i.	We agreed not to enter into any variable rate transactions for a period of one year following the closing date of the Private Placement, subject to certain exceptions;

	ii.	We agreed not to issue any shares of Common Stock or Common Stock equivalents or to file any registration statements with the SEC (in each case, subject to certain exceptions) until 45 days after the closing date of the Private Placement;

	iii.	We agreed to file a registration statement on Form S-3 (or other appropriate form, including on Form S-1, if we are not eligible to utilize Form S-3) providing for the resale of the New Warrant Shares issued or issuable upon the exercise of the New Warrants (the “Resale Registration Statement”), as soon as practicable after the closing date of the Private Placement, and to use commercially reasonable efforts to have such Resale Registration Statement declared effective by the SEC within 90 days following the date of the Inducement Letter and to keep the Resale Registration Statement effective at all times until no holder of the New Warrants owns any New Warrant or New Warrant Shares; and

	iv.	We agreed to hold a meeting of our stockholders no later than 90 days following the closing of the Private Placement to solicit our stockholders’ affirmative vote for approval of the issuance of the maximum New Warrant Shares upon exercise of the New Warrants in accordance with the applicable law and rules and regulations of the Nasdaq Stock Market, and to call a meeting every 90 days thereafter if stockholder approval is not obtained at the initial meeting, to seek such stockholder approval until the earlier of the date on which stockholder approval is obtained or the New Warrants are no longer outstanding (“Stockholder Approval”). This Issuance Proposal is intended to fulfill this final covenant.

	December 31, 2022		December 31, 2021
Audit Fees⁽¹⁾	$	423,928	$	436,064
Audit-Related Fees		-		-
Tax Fees		25,522		78,812
All Other Fees		-		-
Total Fees	$	449,450	$	514,876

	●	each of our directors;
	●	each of (i) our principal executive officers during the year ended December 31, 2022, (ii) the two most highly compensated executive officers other than our principal executive officer during that year, and (iii) up to two additional executive officers for whom disclosure would have been provided but for the fact that each such officer was not serving as an executive officer at the end of that year; and
	●	all persons, to our knowledge, that are the beneficial owners of more than five percent (5%) of the outstanding shares of Common Stock.

	Number of Shares			Percentage of Shares
Name of Beneficial Owner (1)	Beneficially Owned (2)			Beneficially Owned
*5% of Greater Shareholders*
Proehl Investment Ventures LLC		183,345	(3)(4)		5.7	%

*Named Executive Officers and Directors other than 5% or Greater Shareholders*
Gerald T. Proehl		234,447	(3)(4)(5)		7.3	%
Christopher J. Nardo, Ph.D.		6,992	(6)		*
Kyri K. Van Hoose		3,600	(7)		*
David Hale		44,833	(8)(9)(10)		1.4	%
Wendell Wierenga, Ph.D.		5,277	(11)		*
Kathleen Scott		2,785	(12)		*
Steven J. Mento, Ph.D.		937	(13)		*
Mary Fisher		2,402	(14)		*
Andrew Sandler, M.D.		2,448	(15)		*
Brittany Bradrick		2,090	(16)		*
All Directors and Officers as a Group (11 persons)		305,811			9.4	%
*Less than 1%.

(1)	Unless noted otherwise, the address of all listed stockholder is 3525 Del Mar Heights Rd., #322 San Diego, CA 92130. Each of the stockholder listed has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.

(2)	We have determined beneficial ownership in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which is generally determined by voting power and/or dispositive power with respect to securities. Unless otherwise noted, the shares of common stock listed above are owned as of the Record Date and are owned of record by each individual named as beneficial owner and such individual has sole voting and dispositive power with respect to the shares of common stock owned by each of them.

(3)	Gerald T. Proehl, our Chairman and Chief Executive Officer is the Chairman and Chief Executive Officer of Proehl Investment Ventures LLC. Due to Mr. Proehl’s ownership of Proehl Investment Ventures LLC, he may be deemed to have sole voting and dispositive control over the shares of our common stock held by Proehl Investment Ventures LLC. As a result, Mr. Proehl may be deemed to beneficially own the shares of our common stock held by Proehl Investment Ventures LLC.

(4)	Includes (i) 181,596 shares of common stock held by Proehl Investment Ventures LLC, (ii) 1,749 shares of common stock issuable upon exercise of warrants held by Proehl Investment Ventures LLC that are exercisable within 60 days of the Record Date.

(5)	Includes (i) 3,719 shares of common stock held by Mr. Proehl, (ii) 25,618 shares of common stock issuable upon exercise of stock options held by Mr. Proehl exercisable within 60 days of the Record Date, (iii) 558 shares of common stock held by Mr. Proehl as Trustee of the Megan Proehl Wilder 2020 Irrevocable Trust, (iv) 1,116 shares of common stock held by Mr. Proehl as Trustee of the Allison Taylor Proehl 2020 Irrevocable Trust, (v) 2,235 shares of common stock held by Mr. Proehl as Trustee of the Sean Michael Proehl Irrevocable Trust Dated December 18, 2020, and (vi) 8,928 shares of common stock and warrants to purchase up to 8,928 shares of common stock held by Mr. Proehl as Trustee of the Proehl Family Trust. Does not include 3,667 shares of common stock issuable upon exercise of stock options held by Mr. Proehl that are not exercisable within 60 days of the Record Date.

(6)	Includes (i) 1,570 shares of common stock held by Dr. Nardo, (ii) 5,270 shares of common stock issuable upon exercise of stock options held by Dr. Nardo exercisable within 60 days of the Record Date, and (iii) 152 shares of common stock held by Dr. Nardo as Co-Trustee of the Nardo Family Trust Dated October 3, 2001. Does not include 8,791 shares of common stock issuable upon exercise of stock options held by Dr. Nardo that are not exercisable within 60 days of the Record Date.

(7)	Includes 3,600 shares of common stock issuable upon exercise of stock options held by Ms. Van Hoose exercisable within 60 days of the Record Date. Does not include 9,212 shares of common stock issuable upon exercise of stock options held by Ms. Van Hoose that are not exercisable within 60 days of the Record Date.

(8)	David Hale, our Lead Director, is the Chairman and Chief Executive Officer of Hale BioPharma Ventures LLC. Due to Mr. Hale’s control of Hale BioPharma Ventures LLC, he may be deemed to have sole voting and dispositive control over the shares of our common stock held by Hale BioPharma Ventures LLC. As a result, Mr. Hale may be deemed to beneficially own the shares of our common stock held by Hale BioPharma Ventures LLC.

(9)	Includes (i) 33,307 shares of common stock held by Hale BioPharma Ventures LLC, and (ii) 190 shares of common stock held by Hale BioPharma Ventures LLC issuable upon exercise of warrants exercisable within 60 days of the Record Date.

(10)	Includes (i) 4,732 shares of common stock held by Mr. Hale, (ii) 1,378 shares of common stock issuable upon exercise of stock options held by Mr. Hale exercisable within 60 days of the Record Date, (iii) 762 shares of common stock held by a limited partnership of which Mr. Hale serves as the General Partner and as such, has voting and dispositive control over the shares of common stock, and (iv) 2,232 shares of common stock and warrants to purchase up to 2,232 shares of common stock held by Mr. Hale as Trustee of the Hale Family Trust.

(11)	Includes (i) 3,899 shares of common stock held by Dr. Wierenga, and (ii) 1,378 shares of common stock issuable upon exercise of stock options held by Dr. Wierenga exercisable within 60 days of the Record Date.

(12)	Includes (i) 152 shares of common stock held by Ms. Scott as Trustee of the Scott 2008 Trust dated 3/28/08, (ii) 1,696 shares of common stock held by Ms. Scott, and (iii) 937 shares of common stock issuable upon exercise of stock options held by Ms. Scott exercisable within 60 days of the Record Date.

(13)	Includes 937 shares of common stock issuable upon exercise of stock options held by Dr. Mento exercisable within 60 days of the Record Date.

(14)	Includes (i) 1,465 shares of common stock held by Ms. Fisher, and (ii) 937 shares of common stock issuable upon exercise of stock options held by Ms. Fisher exercisable within 60 days of the Record Date.

(15)	Includes (i) 1,511 shares of common stock held by Dr. Sandler, and (ii) 937 shares of common stock issuable upon exercise of stock options held by Dr. Sandler exercisable within 60 days of the Record Date.

(16)	Includes (i) 1,465 shares of common stock held by Ms. Bradrick, and (ii) 937 shares of common stock issuable upon exercise of stock options held by Ms. Bradrick exercisable within 60 days of the Record Date.

DERMATA THERAPEUTICS, INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS SPECIAL MEETING OF STOCKHOLDERS – FRIDAY, JANUARY ___, 2024 AT 9 A.M. PACIFIC TIME
	CONTROL ID:
	REQUEST ID:

The undersigned stockholder of Dermata Therapeutics, Inc. (the “Company”) hereby acknowledges receipt of the Notice of Special Meeting of Stockholders and Proxy Statement of the Company, each dated on or about ____, 2023, and hereby appoint Gerald T. Proehl and Kyri K. Van Hoose (the “Proxies”) or any one of them, with full power of substitution and resubstitution, and authority to act in the absence of the other, each as proxies and attorneys-in-fact, to cast all votes that the undersigned is entitled to cast at, and with all powers that the undersigned would possess if personally present at, the Special Meeting of Stockholders of the Company, to be held virtually on January ___, 2024, at 9 a.m. Pacific Time, virtually via live audio webcast at https://agm.issuerdirect.com/drma (please note this link is case sensitive), and at any adjournment or postponement thereof, and to vote all shares of the Company that the undersigned would be entitled to vote if then and there personally present, on the matters set forth on the reverse side, and all such other business as may properly come before the meeting. I/we hereby revoke all proxies previously given.

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)

VOTING INSTRUCTIONS
If you vote by phone, fax or internet, please DO NOT mail your proxy card.

	MAIL:	Please mark, sign, date, and return this Proxy Card promptly using the enclosed envelope.
	FAX:	Complete the reverse portion of this Proxy Card and Fax to 202-521-3464.
	INTERNET:	https://www.iproxydirect.com/drma
	PHONE:	1-866-752-VOTE(8683)

SPECIAL MEETING OF THE STOCKHOLDERS OF DERMATA THERAPEUTICS, INC.			PLEASE COMPLETE, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE: ☒
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Proposal 1		→	FOR	AGAINST	ABSTAIN
	To authorize, 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 November 16, 2023, by and between us and the investor named on the signatory page thereto, and the Engagement Letter between us and H.C. Wainwright & Co., LLC, dated as of September 30, 2023, 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” or “Proposal 1”).		☐	☐	☐	CONTROL ID:

Proposal 2		→	FOR	AGAINST	ABSTAIN
	To ratify 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” or “Proposal 2”).		☐	☐	☐
Proposal 3
	To approve 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 Issuance Proposal (the “Adjournment Proposal” or “Proposal 3”)		☐	☐	☐

				MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING: ☐
This Proxy, when properly executed will be voted as provided above, or if no contrary direction is indicated, it will be voted “For” in Proposal 1, “For” Proposal 2, “For” Proposal 3, and for all such other business as may properly come before the meeting in the sole determination of the Proxies.				MARK HERE FOR ADDRESS CHANGE ☐ New Address (if applicable): ____________________________ ____________________________ ____________________________ IMPORTANT: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. Dated: ________________________, 2024

				(Print Name of Stockholder and/or Joint Tenant)

				(Signature of Stockholder)

				(Second Signature if held jointly)