SCHEDULE: Dermata CEO Proehl Boosts Stake via Private Placement

Dermata Therapeutics' CEO Gerald T. Proehl increased his beneficial ownership to 24.7% following participation in a private placement, while Proehl Investment Ventures LLC's stake fell below 5%.

Summary

• Gerald T. Proehl, CEO of Dermata Therapeutics, Inc., beneficially owns 694,530 shares of Common Stock, representing 24.7% of the outstanding shares as of January 7, 2026.
• This ownership includes shares held directly, stock options exercisable within 60 days, shares held by Proehl Investment Ventures LLC (PIV), and shares held in trusts where Mr. Proehl is trustee.
• On December 23, 2025, Dermata Therapeutics completed a private placement, issuing 1,484,312 shares of Common Stock, 537,750 pre-funded warrants, and warrants to purchase 4,044,124 shares (Series C and D).
• The purchase price was $2.04 per share and accompanying warrants, or $2.039 per pre-funded warrant and accompanying warrants.
• Mr. Proehl, through certain trusts, purchased 612,745 shares of Common Stock and warrants for 1,225,490 shares in this private placement.
• Proehl Investment Ventures LLC (PIV) now beneficially owns 79,950 shares, representing 2.8% of the outstanding Common Stock, and is no longer a beneficial owner of more than 5% as of December 23, 2025.
• Mr. Proehl was awarded options for 37,500 shares on January 2, 2026, with an exercise price of $2.18 per share, vesting over four years.

Sentiment

Score: 6

Explanation: The filing reports a significant insider investment by the CEO in a private placement, which is generally a positive signal. However, it's primarily a disclosure of ownership changes and a capital raise, not a performance update, leading to a moderately positive but not overwhelmingly strong sentiment.

Positives

• Significant insider investment by CEO Gerald T. Proehl in the private placement, demonstrating confidence in the company's future.
• Successful completion of a private placement, raising capital for Dermata Therapeutics' operations and development.

Negatives

• Proehl Investment Ventures LLC's beneficial ownership dropped below the 5% threshold, potentially indicating a reduced concentrated stake from that entity.

Risks

• Warrants purchased by Mr. Proehl and other investors are not immediately exercisable and require stockholder approval for the issuance of underlying shares, introducing a contingency.
• Beneficial ownership limitations (4.99% or 9.99%) on warrants may restrict immediate full exercise by holders.
• The value of warrants is subject to the Black Scholes Value calculation in certain fundamental transactions, which may not always align with market expectations.

Future Outlook

The exercisability of the Series C and Series D Warrants is contingent upon future stockholder approval, and they will expire five years and twenty-four months, respectively, from that approval date. Mr. Proehl's recently awarded stock options will vest over a four-year period, with the first 25% vesting on the 12-month anniversary of the January 2, 2026 grant date, and the remaining 75% vesting in 36 equal monthly installments thereafter.

Industry Context

This filing primarily details changes in beneficial ownership and a capital raise for Dermata Therapeutics, a biotechnology company. The private placement indicates the company's need for capital, a common occurrence for development-stage biotech firms. The significant insider participation by the CEO in the private placement could be viewed positively by the market, signaling management's belief in the company's future prospects, which is often a key factor for investors in the high-risk, high-reward biotech sector.

Corporate Governance

Related Party Transactions

• Gerald T. Proehl, the President and CEO, participated in the private placement through certain trusts, purchasing 612,745 shares of Common Stock and warrants for 1,225,490 shares. The purchase price was the same as paid by other investors.

Stakeholder Impact

• Shareholders: Existing shareholders will experience dilution from the private placement. However, the capital raise provides funding for the company, and the CEO's significant participation may instill confidence.
• Investors (Private Placement): New investors, including Mr. Proehl, acquired shares and warrants, providing them with potential upside.
• Management: Mr. Proehl's increased stake aligns his interests further with shareholders, and his option award provides long-term incentives.

Next Steps

• Stockholder approval for the issuance of shares underlying the Series C and Series D Warrants.
• Exercise of Pre-Funded Warrants by holders.
• Exercise of Series C and Series D Warrants by holders, subject to stockholder approval and beneficial ownership limitations.
• Vesting of Mr. Proehl's stock options, commencing on the 12-month anniversary of January 2, 2026.

Key Dates

Recommendation

This filing primarily details changes in beneficial ownership and a capital raise. While the CEO's significant participation in the private placement is a positive signal of insider confidence, the dilution from the capital raise and the contingent nature of warrant exercisability introduce factors that warrant a neutral 'hold' stance. The information provided is not sufficient to recommend a 'buy' or 'sell' without further analysis of the company's financial performance, strategic direction, and market valuation. It's a disclosure of events, not a performance report.

Keywords

Dermata Therapeutics, Gerald T. Proehl, Schedule 13D, beneficial ownership, private placement, common stock, warrants, pre-funded warrants, insider buying, equity financing, corporate governance