Dermata Therapeutics, Inc. 10-Q

ITEM 5: OTHER INFORMATION Rule 10b5-1 Trading Plans During the fiscal quarter ended September 30, 2025, no director or “officer” (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(c) of Regulation S-K. License Agreement On November 10, 2025, we received the Notice from Villani alleging that we breached the License Agreement as a result of our recent strategic shift to focus on over-the-counter pharmaceutical products. The Notice alleges that we (i) failed to use Commercially Reasonable Efforts (as defined in the License Agreement) to pursue a prescription product business, (ii) failed to provide Villani with advance notice of certain submissions to regulatory authorities, (iii) used Licensed Know-How (as defined in the License Agreement) outside of the Field (as defined in the License Agreement), and (iv) our anticipated OTC kits do not qualify as Licensed Products (as defined in the License Agreement). On November 11, 2025, Villani delivered the Additional Notice whereby Villani requested (i) the reversion and assignment of all assets regarding Spongilla -based products back to Villani, (ii) that we preserve all Spongilla inventory, and (iii) we preserve all documents, data, and tangible materials related to Spongilla . We dispute the allegations contained in the Notice and Additional Notice and are engaged in discussions with Villani to resolve such disputes. If the parties are unable to reach a resolution, then the either party, pursuant to the License Agreement, may file for arbitration or termination of the License Agreement. To date, the License Agreement has not been terminated and continues in full force. At this point in time, we are unable to predict the final outcome of this dispute. ITEM 6: 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 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 30, 2025). 31.1* Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a). 31.2* Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a). 32.1** Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b). 101.INS* XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document * Filed herewith. ** Furnished, not filed. 36 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, thereunto duly authorized. Dermata Therapeutics, Inc. Date: November 14, 2025 By: /s/ Gerald T. Proehl Gerald T. Proehl President and Chief Executive Officer (Principal Executive Officer) By: /s/ Kyri K. Van Hoose Kyri K. Van Hoose Senior Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 37