Item 5. Other Information
ITEM
5: OTHER INFORMATION
2025
Annual Meeting of Stockholders Date
Our
Board of Directors has set the date of our 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) for July 15, 2025.
The exact time and place of the 2025 Annual Meeting will be specified in our Notice of 2025 Annual Meeting and related proxy statement
for the 2025 Annual Meeting.
Because
the date of the 2025 Annual Meeting will differ by more than 30 days from the anniversary date of our 2024 Annual Meeting of Stockholders,
the previously announced deadline for stockholder proposals for the 2025 Annual Meeting pursuant to Rule 14a-8 under the Exchange Act
is no longer applicable. Under the new deadline set by the Company, any stockholder proposal intended to be included in our proxy materials
for the 2025 Annual Meeting pursuant to Exchange Act Rule 14a-8 must be mailed to: Dermata Therapeutics, Inc., 3525 Del Mar Heights Rd.,
#322, San Diego, CA 92130, Attn.: Corporate Secretary, on or before the close of business on May 22, 2025. In addition to complying with
this deadline, stockholder proposals intended to be included in our proxy materials for the 2025 Annual Meeting must also comply with
all applicable SEC rules, including Exchange Act Rule 14a-8.
Because
the date of the 2025 Annual Meeting will not be more than thirty (30) days before or more than seventy (70) days after the anniversary
date of our 2024 Annual Meeting of Stockholders, the previously announced deadline for stockholder proposals or nominations under our
bylaws for the 2025 Annual Meeting is still applicable. Pursuant to the bylaws, the deadline for any stockholder proposal or nomination
other than pursuant to Exchange Act Rule 14a-8 for the 2025 Annual Meeting was on February 6, 2025.
In
addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other
than nominees approved by the Board of Directors must provide notice that sets forth the information required by Rule 14a-19 under the
Exchange Act.
Rule
10b5-1 Trading Plans
During
the fiscal quarter ended March 31, 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.
31
ITEM
6: EXHIBITS
Exhibit
No.
Description
4.1
Form of January 2025 PIPE Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 23, 2025).
4.2
Form of January 2025 PIPE Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 23, 2025).
4.3
Form of January 2025 PIPE Placement Agent Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on January 23, 2025).
4.4
Form
of March 2025 New Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with
the SEC on March 28, 2025).
4.5
Form
of March 2025 HCW Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with
the SEC on March 28, 2025).
10.1
Clinical Trial Collaboration Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 21, 2025)
10.2
Form of January 2025 PIPE Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 23, 2025).
10.3
Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 23, 2025).
10.4
Form
of March 2025 Inducement Letter (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed
with the SEC on March 28, 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 Chief 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.
†
Indicates a management contract or compensation plan, contract or arrangement.
32
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:
May 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)
33
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.