Dermata Therapeutics Inc 美股招股说明书（2025年4月23日版）

10,007,352 Shares of Common Stock Issuable Upon Exercise of Outstanding Warrants This prospectus relates to the resale of up to 10,007,352 shares of Dermata Therapeutics, Inc. (the “Company,” “we,” “our” or“us”) common stock, par value $0.0001 per share, by the Selling Stockholders listed in this prospectus (the “Selling Stockholders”).The shares of common stock registered for resale pursuant to this prospectus consist of (i) 4,980,806 shares of common stock (the“Series A Warrant Shares”) issuable upon the exercise of a Series A warrant (the “Series A Warrant”), (ii) 4,688,134 shares of commonstock (the “Series B Warrant Shares”), issuable upon the exercise of a Series B warrants (the “Series B Warrant”), and (iii) 338,412shares of common stock (the “HCW Warrant Shares” and together with the Series A Warrant Shares and Series B Warrant Shares, the“Warrant Shares”) issuable upon the exercise of certain warrants issued to HCW (the “HCW Warrants” and together with the Series A For additional information about the Private Placement, see “Private Placement.” The Series A Warrant and the Series B Warrant have an exercise price of $1.284 per share. The Series A Warrant will beexercisable on or after the date on which we receive stockholder approval pursuant to Nasdaq Listing Rule 5635(d) (the “StockholderApproval”) until the five (5) year anniversary of Stockholder Approval. The Series B Warrant will be exercisable on or after the date of The Selling Stockholders may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of commonstock or interests in their shares of common stock on any stock exchange, market or trading facility on which the shares of commonstock are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, atprices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. See “Plan ofDistribution” in this prospectus for more information. We will not receive any proceeds from the resale or other disposition of the Our common stock and certain of our outstanding warrants (the “Public Warrants”) are listed on the Nasdaq Capital Market(“Nasdaq”) under the symbols “DRMA” and “DRMAW,” respectively. On April 14, 2025, the last reported sale price of our commonstock and Public Warrants as reported on Nasdaq was $0.7972 and $0.0176, respectively. You should read this prospectus, together with additional information described under the headings “Incorporation of CertainInformation by Reference” and “Where You Can Find More Information,” carefully before you invest in any of our securities. An investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, youshould consider carefully the risks and uncertainties described in the section captioned “Risk Factors” contained in our AnnualReport on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission, or theSEC, on March 17, 2025 and our other filings we make with the Securities and Exchange Commission from time to time, which Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus is April 23, 2025. TABLE OF CONTENTS PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus and the documents incorporated by referenceherein. This summary does not contain all of the information that you should consider before deciding to invest in our securities. Youshould read this entire prospectus carefully, including the section entitled “Risk Factors” beginning on page 5, our consolidated This prospectus and the information incorporated by reference herein contain references to trademarks, service marks andtrade names owned by us or other companies. Solely for convenience, trademarks, service marks and trade names referred to in thisprospectus and the information incorporated by reference herein, including logos, artwork, and other visual displays, may appear without the ® or®symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extentunder applicable law, our rights or the rights of the applicable licensor to these trademarks, service marks and trade names. We do notintend our use or display of other companies’ trade names, service marks or trademarks to imply a relationship with, or endorsement Corporate Overview We are a late-stage medical dermatology company focused on identifying, developing, and commercializing innovativepharmaceutical product candidates for the treatment of medical skin diseases and aesthetic applications we believe represent Dermatological diseases such as acne vulgaris (or