Dermata Therapeutics Inc美股招股说明书(2025-04-23版)

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 common stock (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 AWarrant and Series B Warrant, the “Warrants”). The Warrants were issued to the Selling Stockholders in connection with a privateplacement offering (the “Private Placement”) which closed on March 28, 2025.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 be stock 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, at prices 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 theshares of common stock by the Selling Stockholders. However, we will receive the proceeds of any cash exercise of the Warrants. See“Use of Proceeds” beginning on page 9 and “Plan of Distribution” beginning on page 10 of this prospectus for more information. stock 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. incorporated by reference herein.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 criminal The date of this prospectus is April 23, 2025. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPRIVATE PLACEMENT DESCRIPTION OF SECURITIESLEGAL MATTERS INCORPORATION OF CERTAIN INFORMATION BY REFERENCE should read this entire prospectus carefully, including the section entitled “Risk Factors” beginning on page 5, our consolidatedfinancial statements and the related notes and the other information incorporated by reference into this prospectus before making an 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 appearwithout 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 endorsementor sponsorship of us by, any other companies. Other trademarks, trade names and service marks appearing in this prospectus and the pharmaceutical product candidates for the treatment of medical skin diseases and aesthetic applications we believe representsignificant market opportunities. Dermatological diseases such as acne vulgaris (or acne), psoriasis vulgaris (or psoriasis), hyperhidrosis, and various aestheticindications, affect millions of people worldwide each year which may negatively impact their quality of life and emotional well-being.While there are multiple current treatment options for these indications on the market, we believe that most have significantdrawbacks, including underwhelming efficacy, cumbersome application regimens and varying negative side effects, all of which we Our two product candidates, XYNGARI™ (formerly DMT310) and DMT410, both incorporate our proprietary, multifaceted, Spongillatechnology to topically treat a variety of dermatological conditions. OurSpongillatechnology is derived from a naturallygrown freshwater sponge,Spongilla lacustrisorSpongilla, which is processed into a powder that is mixed with a fluidizing agent immediately prior to application to form an easily applicable paste.Spongillais a unique freshwater sponge that