0001493152-25-006502.txt : 20250213 0001493152-25-006502.hdr.sgml : 20250213 20250213180004 ACCESSION NUMBER: 0001493152-25-006502 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20250213 DATE AS OF CHANGE: 20250213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Dermata Therapeutics, Inc. CENTRAL INDEX KEY: 0001853816 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-92822 FILM NUMBER: 25622030 BUSINESS ADDRESS: STREET 1: 3525 DEL MAR HEIGHTS RD., #322 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: (858)-223-0882 MAIL ADDRESS: STREET 1: 3525 DEL MAR HEIGHTS RD., #322 CITY: SAN DIEGO STATE: CA ZIP: 92130 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PROEHL GERALD T CENTRAL INDEX KEY: 0001279191 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A BUSINESS ADDRESS: STREET 1: 10590 W OCEAN AIR DR STREET 2: STE 200 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 8583145700 SCHEDULE 13D/A 1 primary_doc.xml SCHEDULE 13D/A 0000905718-21-001150 0001279191 XXXXXXXX LIVE 5 Common Stock, Par Value $0.0001 Per Share. 01/24/2025 false 0001853816 249845108 Dermata Therapeutics, Inc.

3525 Del Mar Heights Rd., #322 San Diego CA 92130

Gerald T. Proehl (973) 701-2431 President and Chief Executive Officer 3525 Del Mar Heights Rd., #322 San Diego CA 92130 0001279191 N PROEHL GERALD T PF N X1 803751.00 0.00 803751.00 0.00 803751.00 N 15.0 IN See Item 5 for additional information. 0001877913 N Proehl Investment Ventures LLC WC N CA 799624.00 0.00 799624.00 0.00 799624.00 N 14.9 IN See Item 5 for additional information. Common Stock, Par Value $0.0001 Per Share. Dermata Therapeutics, Inc. 3525 Del Mar Heights Rd., #322 San Diego CA 92130 This Amendment No. 5 (this "Amendment") amends and supplements the Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on August 27, 2021, as amended on April 25, 2022, January 13, 2023, March 30, 2023 and January 23, 2025 (collectively, the "Schedule 13D"). Except as specifically provided herein, this Amendment does not modify or amend any of the information previously reported in the Schedule 13D. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. The information contained in rows 7, 8, 9, 10, 11 and 13 of the cover pages of this Schedule 13D and the information set forth in or incorporated by reference in Item 2 and Item 3 of the Schedule 13D is hereby incorporated by reference in its entirety into this Item 5. As of the date hereof, Mr. Proehl may be deemed to beneficially own an aggregate of 803,751 shares of Common Stock reported herein as follows: (i) 247 shares of Common Stock and stock options to purchase 2,430 shares of Common Stock held directly by Mr. Proehl; (ii) 799,508 shares of Common Stock and warrants to purchase up to 116 shares of Common Stock held directly by Proehl Investment Ventures LLC ("PIV"); (iii) 855 shares of Common Stock and warrants to purchase up to 595 shares of Common Stock held in the aggregate by certain trusts (the "Trusts") for which Mr. Proehl is trustee. Mr. Proehl's reported ownership excludes (i) 50,903 shares of Common Stock underlying stock options held by Mr. Proehl that will not vest as to such shares of Common Stock within sixty (60) days of the date hereof, and (ii) 787,402 shares of Common Stock underlying a warrant that is not exercisable within sixty (60) days of the date hereof. As a result of the foregoing, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Proehl may be deemed to beneficially own 15.0% of the Common Stock of the Issuer outstanding as of the date hereof (based on 5,358,180 shares of Common Stock outstanding as of February 13, 2025 based on information obtained from the Issuer). As of the date hereof, PIV may be deemed to be the beneficial owner of an aggregate of 799,624 shares of Common Stock reported herein as follows: (i) 799,508 shares of Common Stock and (ii) warrants to purchase up to 116 shares of Common Stock. As a result of the foregoing, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, PIV may be deemed to beneficially own 14.9% of the Common Stock of the Issuer outstanding as of the date hereof (based on 5,358,180 shares of Common Stock outstanding as of February 13, 2025 based on information obtained from the Issuer). As of the date hereof, Mr. Proehl may be deemed to be the beneficial owner of an aggregate of 803,751 shares of Common stock, all of which he has sole voting and dispositive power. As of the date hereof, PIV may be deemed to be the beneficial owner of an aggregate of 799,624 shares of Common stock, for all of which voting and dispositive power is held by Mr. Proehl, as PIV's managing member. Except as described below and herein, during the past sixty (60) days on or prior to February 13, 2025, there were no other purchases or sales of shares of Common Stock, or securities convertible into or exchangeable for shares of Common Stock, by the Reporting Persons or any person or entity for which the Reporting Persons possess voting or dispositive control over the securities thereof: On January 21, 2025, the Issuer entered into a securities purchase agreement (the "Purchase Agreement") with certain institutional and accredited investors for the issuance and sale in a private placement (the "Private Placement") of (i) 1,935,412 shares of Common Stock, (ii) pre-funded warrants ("Pre-Funded Warrants") to purchase up to 72,468 shares of Common Stock, at an exercise price of $0.001 per share, and (iii) warrants (the "Warrants") to purchase up to 2,007,880 shares of Common Stock at an exercise price of $1.27 per share. The purchase price per Share and accompanying Warrant was $1.27 and the purchase price per Pre-Funded Warrant and accompanying Warrant was $1.269. Company insiders, including Mr. Proehl (through PIV) participated in the Private Placement. In the Private Placement, PIV purchased 787,402 shares of Common Stock and Warrants exercisable for 787,402 shares of Common Stock. The purchase price per share of Common Stock and accompanying Warrant for PIV was the same as paid by other investors in the Private Placement. The Warrants will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares of Common Stock issuable upon exercise of the Warrants and expire five years from the effective date of stockholder approval. As a result of the foregoing, the Warrants purchased by PIV in the Private Placement are deemed not to be beneficially owned by PIV or Mr. Proehl and are therefore not included in the beneficial ownership calculations reported herein. A holder of Warrants may not exercise any portion of such holder's Warrants to the extent that the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the Issuer's outstanding shares of Common Stock immediately after exercise, except that upon at least 61 days' prior notice from the holder to the Issuer, the holder may increase the beneficial ownership limitation to up to 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise. In the event of certain fundamental transactions, holders of the Warrants will have the right to receive the Black Scholes Value of their Warrant calculated pursuant to a formula set forth in the Warrant, payable either in cash or in the same type or form of consideration that is being offered and being paid to the holders of Common Stock. On January 13, 2025, Mr. Proehl was awarded an option exercisable for 45,000 shares of Common Stock in connection with his services as the Issuer's Chief Executive Officer. These options have an exercise price of $1.38 per share, and will vest as to 25% upon the 12 month anniversary of the grant date, and will vest as to 75% in 36 equal monthly installments commencing on the 12 month anniversary of the grant date. None. Not applicable. PROEHL GERALD T /s/ Gerald T. Proehl 02/13/2025 Proehl Investment Ventures LLC /s/ Gerald T. Proehl 02/13/2025