Dermata Therapeutics Inc.

12/29/2025 | Press release | Distributed by Public on 12/29/2025 18:51

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
PROEHL GERALD T
2. Issuer Name and Ticker or Trading Symbol
Dermata Therapeutics, Inc. [DRMA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
PRESIDENT, CHAIRMAN, CEO
(Last) (First) (Middle)
3525 DEL MAR HEIGHTS RD., #322
3. Date of Earliest Transaction (Month/Day/Year)
12/23/2025
(Street)
SAN DIEGO, CA 92130
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/23/2025 A(1) 490,196 A (2) 490,255(3) I By Proehl Family Trust(6)
Common Stock 12/23/2025 A(1) 122,549 A (2) 122,563(3) I By Sean Michael Proehl 2020 Irrevocable Trust Dated December 18, 2020(6)
Common Stock 24(3) D
Common Stock 7(3) I By Allison Taylor Proehl 2020 Irrevocable Trust(6)
Common Stock 3(3) I By Meghan Proehl Wilder 2020 Irrevocable Trust(6)
Common Stock 79,795(3) I By Proehl Investment Ventures LLC(6)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Warrant (Right to Buy) $2.04 12/23/2025 A(1) 490,196 (4) (4) Common Stock 490,196 (2) 490,496 I By Proehl Family Trust(6)
Series D Warrant (Right to Buy) $2.04 12/23/2025 A(1) 490,196 (5) (5) Common Stock 490,496 (2) 490,496 I By Proehl Family Trust(6)
Series C Warrant (Right to Buy) $2.04 12/23/2025 A(1) 122,549 (4) (4) Common Stock 122,549 (2) 122,549 I By Sean Michael Proehl 2020 Irrevocable Trust Dated December 18, 2020(6)
Series D Warrant (Right to Buy) $2.04 12/23/2025 A(1) 122,549 (5) (5) Common Stock 122,549 (2) 122,549 I By Sean Michael Proehl 2020 Irrevocable Trust Dated December 18, 2020(6)
Warrant (Right to Buy) $12.7 12/23/2025 D(7) 78,740(3) (7) (7) Common Stock 78,740(3) (7) 0 D
Warrant (Right to Buy) $2.04 12/23/2025 A(7) 78,740(3) (7) (7) Common Stock 78,740(3) (7) 78,740(3) D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PROEHL GERALD T
3525 DEL MAR HEIGHTS RD.
#322
SAN DIEGO, CA 92130
X X PRESIDENT, CHAIRMAN, CEO

Signatures

/s/ Gerald T. Proehl, Attorney-in-Fact 12/29/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The shares of common stock and accompanying warrants reported herein were purchased together by the Reporting Person from the Issuer in a private placement (the "Private Placement"), which transaction is exempt from Section 16(b) in accordance with Rule 16b-3(d)(1) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each share of common stock was purchased together with (i) a series C warrant to purchase one share of common stock and (ii) a series D warrant to purchase one share of common stock. The purchase price per share and accompanying warrants was $2.04.
(2) The purchase price per share of common stock and accompanying warrants was $2.04.
(3) Reflects a one-for-10 reverse stock split effected by the Issuer on August 1, 2025.
(4) This warrant will become exercisable beginning on the effective date of stockholder approval of the issuance of the shares of Common stock issuable upon exercise of the warrants. The warrant will expire five years from the effective date of stockholder approval. The warrant cannot be exercised by the Reporting Person if, after giving effect thereto, the Reporting Person, together with his/her affiliates, would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of shares of the common stock outstanding immediately after giving effect to such exercise, subject to certain exceptions.
(5) This warrant will become exercisable beginning on the effective date of stockholder approval of the issuance of the shares of common stock issuable upon exercise of the warrants. The warrant will expire two years from the effective date of stockholder approval. The warrant cannot be exercised by the Reporting Person if, after giving effect thereto, the Reporting Person, together with his/her affiliates, would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of shares of the common stock outstanding immediately after giving effect to such exercise, subject to certain exceptions.
(6) 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.
(7) In connection with the Private Placement, the Reporting Person entered into an amendment to an outstanding warrant issued on January 3, 2025, which amended the exercise price of the outstanding warrant from $12.70 to $2.04. This amendment is reported as the cancellation of the "old" warrant and the purchase of a replacement warrant. The warrant amendment transaction is exempt from Section 16(b) in accordance with Rule 16b-3(e) promulgated under the Exchange Act.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Dermata Therapeutics Inc. published this content on December 29, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on December 30, 2025 at 00:51 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]