SCHEDULE: Dermata Therapeutics Insider Ownership Update: Proehl and PIV Increase Holdings Following Private Placement

Sentiment:

Beneficial Ownership Report


Gerald T. Proehl and Proehl Investment Ventures LLC report increased beneficial ownership in Dermata Therapeutics following a recent private placement.

Capital raiseDermata Therapeutics completed a private placement on January 21, 2025, issuing 1,935,412 shares of common stock, pre-funded warrants to purchase up to 72,468 shares, and warrants to purchase up to 2,007,880 shares.The purchase price was $1.27 per share and accompanying warrant, and $1.269 per pre-funded warrant and accompanying warrant.Company insiders, including Mr. Proehl through PIV, participated in the private placement.

Summary

  • This document is an amendment to a Schedule 13D filing, updating the beneficial ownership of Dermata Therapeutics, Inc. by Gerald T. Proehl and Proehl Investment Ventures LLC (PIV).
  • As of January 23, 2025, Mr. Proehl beneficially owns 803,751 shares, representing 16.0% of the company's outstanding common stock.
  • PIV beneficially owns 799,624 shares, representing 15.9% of the outstanding common stock.
  • These ownership percentages are based on 5,023,180 shares of common stock outstanding as of January 23, 2025.
  • The increase in ownership is primarily due to participation in a private placement on January 21, 2025, where PIV purchased 787,402 shares and warrants.
  • Mr. Proehl also received an option for 45,000 shares on January 13, 2025, which vest over time.

Sentiment

Score: 7

Explanation: The document reflects a positive sentiment due to increased insider ownership and participation in a private placement, indicating confidence in the company's future. However, the document is a regulatory filing and not a promotional piece.

Positives

  • The increased ownership by Mr. Proehl and PIV demonstrates a strong commitment to Dermata Therapeutics.
  • The private placement participation by insiders suggests confidence in the company's future prospects.

Risks

  • The warrants purchased in the private placement have limitations on exercise based on beneficial ownership percentages.
  • The warrants are not exercisable until stockholder approval of the issuance of the shares of Common Stock issuable upon exercise of the Warrants.

Future Outlook

The warrants purchased in the private placement will become exercisable upon stockholder approval of the issuance of the shares of Common Stock issuable upon exercise of the Warrants.

Management Comments

  • Mr. Proehl, as the reporting person, certified that the information in the statement is true, complete, and correct.

Industry Context

This filing is typical for companies where significant ownership changes occur, especially after private placements. It provides transparency to the market regarding insider ownership.

Comparison to Industry Standards

  • Schedule 13D filings are standard practice for reporting beneficial ownership of more than 5% of a company's stock, aligning with SEC regulations.
  • The private placement structure, including warrants and pre-funded warrants, is a common method for raising capital in the biotech industry.
  • The vesting schedule for the options granted to Mr. Proehl is typical for executive compensation packages.

Related Party Transactions

  • Mr. Proehl, as an insider, participated in the private placement through PIV.

Stakeholder Impact

  • Shareholders will see an increase in insider ownership, which can be viewed positively.
  • The private placement will dilute existing shareholders, but also provides the company with additional capital.

Next Steps

  • Stockholder approval is required for the warrants to become exercisable.
  • The vesting of Mr. Proehl's stock options will occur over time.

Key Dates

DateDescription
August 27, 2021Original Schedule 13D filing date.
April 25, 2022First amendment to the Schedule 13D.
January 13, 2023Second amendment to the Schedule 13D.
March 30, 2023Third amendment to the Schedule 13D.
January 13, 2025Mr. Proehl was awarded an option for 45,000 shares.
January 21, 2025Dermata Therapeutics entered into a securities purchase agreement for a private placement.
January 23, 2025Date of this Schedule 13D amendment and the date used for share calculations.

Keywords

beneficial ownership, Dermata Therapeutics, private placement, Gerald T. Proehl, Proehl Investment Ventures, common stock, warrants, insider ownership

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