Dermata Therapeutics Inc. 美股招股说明书（2026年5月29日版）

We may offer, issue and sell from time to time together or separately, in one or more offerings, any combination of (i) our commonstock, (ii) our preferred stock, which we may issue in one or more series, (iii) warrants, (iv) senior or subordinated debt securities, (v)subscription rights and (vi) units. The debt securities may consist of debentures, notes, or other types of debt. The debt securities,preferred stock, warrants and subscription rights may be convertible into, or exercisable or exchangeable for, common or preferred The aggregate public offering price of the securities that we may offer will not exceed $100,000,000. We will offer the securities in anamount and on terms that market conditions will determine at the time of the offering. Our common stock and certain of ouroutstanding warrants (“Warrants”) are currently listed on The Nasdaq Capital Market, or Nasdaq, under the symbols “DRMA” and“DRMAW,” respectively. The last reported sale price for our common stock on May 21, 2026 as quoted on Nasdaq was $1.24 pershare. The last reported sale price for our Warrants on May 21, 2026 as quoted on Nasdaq was $0.0139 per Warrant. You are urged toobtain current market quotations of our common stock and Warrants. As of the date of this prospectus, we have no preferred stock, As of the date of this prospectus, the aggregate market value of our outstanding common stock held by non-affiliates, or the publicfloat, was $3,955,179.64, which was calculated based on 3,189,661 shares of our outstanding common stock held by non-affiliates at aprice of $1.24 per share, the closing price of our common stock on May 21, 2026. Pursuant to General Instruction I.B.6 of Form S-3,in no event will we sell securities pursuant to this prospectus with a value of more than one-third of the aggregate market value of ourcommon stock held by non-affiliates in any 12-month period, so long as the aggregate market value of our common stock held by non- Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties describedunder the heading “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, Should we offer any of the securities described in this prospectus, we will provide you with the specific terms of the particularsecurities being offered in supplements to this prospectus. You should read this prospectus and any supplement, together withadditional information described under the headings “Additional Information” and “Incorporation of Certain Information by We may sell these securities directly to our stockholders or to other purchasers or through agents on our behalf or through underwritersor dealers as designated from time to time, on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section titled “Plan of Distribution” in this prospectus. If any agents or underwriters are involved in the sale of anyof these securities, the applicable prospectus supplement will provide the names of the agents or underwriters and any applicable fees,commissions, discounts, or over-allotment options will be set forth in a supplement to this prospectus. The price to the public of such Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is May 29, 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, usinga “shelf” registration process. Under this shelf registration process, we may from time to time offer and sell, in one or more offerings,any or all of the securities described in this prospectus, separately or together, up to an aggregate offering price of $100,000,000. Thisprospectus provides you with a general description of the securities we may offer. When we issue securities pursuant to thisprospectus, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The Dermata Therapeutics, Inc. is referred to herein as “Dermata,” “the Company,” “we,” “us” and “our,” unless the context You may only rely on the information contained in or incorporated by reference in this prospectus, and any accompanyingprospectus supplement or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We have notauthorized anyone to provide you with different information. This prospectus and any prospectus supplement do not constitute an offerto sell or a solicitation of an offer to buy any securities other than the securities offered by this prospectus or such accompanyingprospectus supplement. This prospectus and any prospectus supplement do not constitute an offer to sell o