0000905718-21-001025.txt : 20210812 0000905718-21-001025.hdr.sgml : 20210812 20210812193435 ACCESSION NUMBER: 0000905718-21-001025 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210812 FILED AS OF DATE: 20210812 DATE AS OF CHANGE: 20210812 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PROEHL GERALD T CENTRAL INDEX KEY: 0001279191 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40739 FILM NUMBER: 211169266 BUSINESS ADDRESS: STREET 1: 10590 W OCEAN AIR DR STREET 2: STE 200 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 8583145700 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Dermata Therapeutics, Inc. CENTRAL INDEX KEY: 0001853816 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3525 DEL MAR HEIGHTS RD., #332 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: (858)-223-0882 MAIL ADDRESS: STREET 1: 3525 DEL MAR HEIGHTS RD., #332 CITY: SAN DIEGO STATE: CA ZIP: 92130 3 1 ownership.xml X0206 3 2021-08-12 0 0001853816 Dermata Therapeutics, Inc. DRMA 0001279191 PROEHL GERALD T 3525 DEL MAR HEIGHTS RD., #332 SAN DIEGO CA 92130 0 1 1 0 Pres., CEO and Chairman Common Stock 39512 D Common Stock 917317 I By Proehl Investment Ventures LLC Stock Option (Right to Buy) 5.74 2021-03-31 2031-03-31 Common Stock 49462 D Stock Option (Right to Buy) 5.74 2031-03-31 Common Stock 37852 D Stock Option (Right to Buy) 5.74 2031-03-31 Common Stock 9756 D Stock Option (Right to Buy) 5.74 2031-03-31 Common Stock 9756 D Stock Option (Right to Buy) 6.31 2026-03-31 Common Stock 48780 D Stock Option (Right to Buy) 6.31 2026-03-31 Common Stock 10927 D Series 1d Preferred Stock Common Stock 120481 I By Allison Taylor Proehl 2020 Irrevocable Trust Series 1d Preferred Stock Common Stock 60240 I By Meghan Proehl Wilder 2020 Irrevocable Trust Series 1d Preferred Stock Common Stock 241325 I By Sean Michael Proehl 2020 Irrevocable Trust Dated December 18, 2020 Series 1d Preferred Stock Common Stock 2436657 I By Proehl Investment Ventures LLC Series 1a Preferred Stock Common Stock 2295000 I By Proehl Investment Ventures LLC Series 1b Preferred Stock Common Stock 3722500 I By Proehl Investment Ventures LLC Series 1c Preferred Stock Common Stock 25582050 I By Proehl Investment Ventures LLC Series 1 Preferred Stock Common Stock 1755622 I By Proehl Investment Ventures LLC Series 1a Warrants 2016-11-15 2026-03-14 Common Stock 573750 I By Proehl Investment Ventures LLC Shares reported reflect the 1 for 20.5 stock split effected July 1, 2021 (the "Stock Split"). Options vest in 48 equal monthly installments commencing December 11, 2019. Shares reported reflect the Stock Split. Options vest in 48 equal monthly installments commencing December 19, 2018. Shares reported reflect the Stock Split. Options vest in 48 equal monthly installments commencing January 1, 2018. Shares reported reflect the Stock Split. Options vest in 48 equal monthly installments commencing January 1, 2021. Shares reported reflect the Stock Split. Options vest in 35 equal monthly installments commencing January 11, 2021. Shares reported reflect the Stock Split. The Series 1d Preferred Stock is convertible into shares of Common Stock at a conversion ratio equal to 80% of the offering price in connection with the Issuer's initial public offering ("IPO"). All shares of Series 1d Preferred Stock will be converted into 361,147 Common Stock of the Issuer upon consummation of the IPO. The conversion ratio reflects the Stock Split. The Series 1a Preferred Stock is convertible into shares of Common Stock in connection with the Issuer's IPO. All shares of Series 1a Preferred Stock will be converted into 111,951 shares of Common Stock of the Issuer upon consummation of the IPO. The conversion ratio reflects the Stock Split. The Series 1b Preferred Stock is convertible into shares of Common Stock in connection with the Issuer's IPO. All shares of Series 1b Preferred Stock will be converted into 181,585 shares of Common Stock of the Issuer upon consummation of the IPO. The conversion ratio reflects the Stock Split. The Series 1c Preferred Stock is convertible into shares of Common Stock in connection with the Issuer's IPO. All shares of Series 1c Preferred Stock will be converted into 1,247,904 shares of Common Stock of the Issuer upon consummation of the IPO. The conversion ratio reflects the Stock Split. The Series 1 Preferred Stock is convertible into shares of Common Stock in connection with the Issuer's IPO. All shares of Series 1 Preferred Stock will be converted into 85,640 shares of Common Stock of the Issuer upon consummation of the IPO. The conversion ratio reflects the Stock Split. The Series 1a Preferred Warrants are convertible into warrants to purchase Common Stock in connection with the Issuer's IPO. All Series 1a Preferred Warrants will be converted into warrants exercisable at $20.50 per share, to purchase up to 27,987 shares of Common Stock of the Issuer upon consummation of the IPO. The conversion ratio and exercise price reflect the Stock Split. Reporting person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. Exhibit 24- Power of Attorney /s/ Gerald T. Proehl 2021-08-12 EX-24 2 poa.htm POWER OF ATTORNEY

POWER OF ATTORNEY

Know all by these present that the undersigned hereby constitutes and appoints each of Daniel Porco and Steven Skolnick as their true and lawful attorney-in-fact to:

execute for and on behalf of the undersigned Schedules 13D and 13G and Forms 3, 4 and 5 in accordance with Sections 13 and 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder;

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Schedules 13D or 13G, Form ID application for EDGAR codes, and Forms 3, 4 or 5, and the timely filing of such Forms with the United States Securities and Exchange Commission and any other authority; and

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, including, without limitation, the execution and filing of a Form 4 with respect to a transaction which may be reported on a Form 5, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully and to all intents and purposes as he might or could do in person, with full power of substitution and resubstitution, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Sections 13 and 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Schedules 13D and 13G and Forms 3, 4 and 5 in accordance with Sections 13 and 16(a) of the Exchange Act and the rules thereunder with respect to the undersigned's holdings of and transactions in securities issued by Dermata Therapeutics, Inc. unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of June 9, 2021.

/s/ Gerald T. Proehl