Dermata Therapeutics Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07 Submission of Matters to a Vote of Security Holders.
Dermata Therapeutics, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders on July 15, 2025 (the “Annual Meeting”). The matters voted on at the Annual Meeting were: (1) the election of two Class I directors; (2) the ratification of the appointment of Baker Tilly US, LLP, the successor entity to Moss Adams LLP, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (the “Auditor Proposal”); (3) the approval, for purposes of complying with Nasdaq Listing Rule 5635(d), of the issuance of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), underlying certain warrants issued by the Company pursuant to that certain Securities Purchase Agreement, dated as of January 21, 2025, by and among the Company and the investors named on the signatory pages thereto, and the Engagement Letter, as amended, between the Company and H.C. Wainwright & Co., LLC, dated as of September 10, 2024 (the “Engagement Letter”), in an amount equal to or in excess of 20% of the Common Stock outstanding immediately prior the issuance of such warrants (the “Issuance Proposal”); (4) the approval, for purposes of complying with Nasdaq Listing Rule 5635(d), of the issuance of shares of Common Stock, underlying certain warrants issued by the Company pursuant to that certain Inducement Letter, dated as of March 27, 2025, by and among us and the investors named on the signatory pages thereto, and the Engagement Letter, in an amount equal to or in excess of 20% of the Common Stock outstanding immediately prior the issuance of such warrants (the “Inducement Proposal”); (5) the adoption and approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the issued and outstanding shares of Common Stock, at a specific ratio, ranging from one-for-two (1:2) to one-for-thirty (1:30), with the exact ratio to be determined by the Company’s Board of Directors without further approval or authorization of the Company’s stockholders (the “Reverse Stock Split Proposal”); and (6) the approval of the adjournment of the Annual Meeting to the extent there are insufficient votes at the Annual Meeting to approve the Issuance Proposal, the Inducement Proposal and/or the Reverse Stock Split Proposal (the “Adjournment Proposal”). The final voting results were as follows:
1. The stockholders elected Mary Fisher and Andrew Sandler M.D. as Class I directors to hold office for a term of three years, until their successor is duly elected and qualified or they are otherwise unable to complete their term. The votes were cast for this matter as follows:
| Nominee | For | Withheld | Broker Non-Votes | |||||||||
| Mary Fisher | 1,936,674 | 21,760 | 1,353,762 | |||||||||
| Andrew Sandler M.D. | 1,936,478 | 21,956 | 1,353,762 | |||||||||
2. The Auditor Proposal was approved based upon the following votes:
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 3,229,829 | 71,932 | 10,435 | N/A | |||||||||
3. The Issuance Proposal was approved based upon the following votes:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 1,874,375 | 78,123 | 5,936 | 1,353,762 | |||||||||||
4. The Inducement Proposal was approved based upon the following votes:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 1,874,375 | 78,423 | 5,636 | 1,353,762 | |||||||||||
5. The Reverse Stock Split Proposal was approved based upon the following votes:
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 2,784,798 | 520,894 | 6,504 | N/A | |||||||||
6. The Adjournment Proposal was approved based upon the following votes:
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 2,798,106 | 492,661 | 21,429 | N/A | |||||||||
Signature
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 hereunto duly authorized.
| DERMATA THERAPEUTICS, INC. | ||
| Dated: July 15, 2025 | By: | /s/ Gerald T. Proehl |
| Gerald T. Proehl | ||
| Chief Executive Officer | ||