Dermata Therapeutics Inc美股招股说明书(2026-01-29版)

1,484,312 Shares of Common StockUp to 537,750 Shares of Common Stock Issuable Upon the Exercise of Outstanding Pre-Funded WarrantsUp to 2,022,062 Shares of Common Stock Issuable Upon the Exercise of Outstanding Series C WarrantsUp to 2,022,062 Shares of Common Stock Issuable Upon the Exercise of Outstanding Series D WarrantsUp to 141,544 Shares of Common Stock Issuable Upon the Exercise of Outstanding Placement Agent Warrants This prospectus relates to the resale of up to 6,207,730 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) 1,484,312 shares of common stock (the“Shares”), (ii) 537,750 shares of common stock (the “Pre-Funded Warrant Shares”) issuable upon the exercise of pre-funded warrants(the “Pre-Funded Warrants”), (iii) 2,022,062 shares of common stock (the “Series C Warrant Shares”) issuable upon the exercise ofSeries C warrants (the “Series C Warrants”), (ii) 2,022,062 shares of common stock (the “Series D Warrant Shares”), issuable upon theexercise of Series D warrants (the “Series D Warrants”), and (iii) 141,544 shares of common stock (the “Placement Agent WarrantShares” and together with the Pre-Funded Warrant Shares, the Series C Warrant Shares and the Series D Warrant Shares, the “WarrantShares”) issuable upon the exercise of certain warrants issued to the Placement Agent (the “Placement Agent Warrants” and togetherwith the Pre-Funded Warrants, the Series C Warrants and the Series D Warrants, the “Warrants”). The Shares and Warrants were issuedto the Selling Stockholders in a private placement offering (the “Private Placement”) which closed on December 29, 2025. For additional information about the Private Placement, see “Private Placement.” The Series C Warrants and the Series D Warrants have exercise prices of $2.04 per share. The Series C Warrants 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 D Warrants will be exercisable on or after the dateof Stockholder Approval until the twenty-four (24) month anniversary of Stockholder Approval. The Placement Agent Warrants havesubstantially the same terms as the Series C Warrants, except that the Placement Agent Warrants have an exercise price of $2.55. 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 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 13 and “Plan of Distribution” beginning on page 13 of this prospectus for more information. 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 January 21, 2026, the last reported sale price of ourcommon stock and Public Warrants as reported on Nasdaq was $2.08 and $0.0104, 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, whichare incorporated by reference herein in their entirety, together with other information in this prospectus and the informationincorporated 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 criminaloffense. The date of this prospectus is Janu