Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Directors
On January 12, 2022, upon the recommendation of the Nominating and Corporate
Governance Committee of the Board of Directors (the "Board") of Dermata
Therapeutics, Inc. (the "Company"), the Board increased its size from seven to
eight directors and appointed Brittany Bradrick as a Class II director to fill
the newly created vacancy. Ms. Bradrick was also appointed to serve as a member
of the Audit Committee of the Board effective as of January 12, 2022. In
connection with Ms. Bradrick's appointment, Steven J. Mento, Ph.D., stepped down
as a member of the Audit Committee, effective as of January 12, 2022. Dr. Mento
will continue to serve as a director of the Company and participate on the
Nominating and Corporate Governance Committee.
Ms. Bradrick has served as the Chief Financial Officer of Neurelis, Inc. since
October 2021. Prior to joining Neurelis, Ms. Bradrick was Chief Operating
Officer and Chief Financial Officer at ViaCyte from June 2020 to September 2021.
She previously served in strategy and corporate development positions for 10
years at Insulet Corporation as Vice President, Strategy & Corporate Development
from 2016 to 2021 and at Abbott Diabetes Care from 2010 to 2016 as Director,
Business Development and Alliance Management. Prior to these positions, Ms.
Bradrick was an investment banker for the life science industry at Piper
Jaffray, Credit Suisse, and Chase Securities for 10 years. Ms. Bradrick began
her career as a Federal Reserve Bank Examiner. Ms. Bradrick holds an M.B.A. from
the Johnson Graduate School of Management at Cornell University and a B.S. in
Business Administration from the University of Missouri.
Ms. Bradrick will serve as a director on the Board until the 2023 annual meeting
of the Company's stockholders or until her successor is elected and qualified,
subject to her earlier resignation or removal. In connection with her
appointment, Ms. Bradrick was granted an option to purchase 10,000 shares of the
Company's common stock with an exercise price of $1.50 per share, with the
option vesting in twelve equal monthly installments commencing on the date of
grant, subject to Ms. Bradrick's continued service to the Company. The option
grant is subject to the terms and conditions of the Company's 2021 Omnibus
Equity Incentive Plan, and the related stock option agreement. Ms. Bradrick will
also be compensated pursuant to the Company's standard practice for fees to
There are no family relationships between Ms. Bradrick and any other executive
officers or directors of the Company. There is no arrangement or understanding
between Ms. Bradrick and any other persons pursuant to which Ms. Bradrick was
selected as director. In addition, Ms. Bradrick is not a party to any
transaction, or series of transactions, required to be disclosed pursuant to
Item 404(a) of Regulation S-K.
The Company will enter into an indemnification agreement with Ms. Bradrick on
the Company's standard form of indemnification agreement, the form of which was
filed as Exhibit 10.1 to the Company's Registration Statement on Form S-1 filed
with the Securities and Exchange Commission on August 6, 2021.
Item 7.01. Regulation FD.
On January 13, 2022 the Company issued a press release announcing Ms. Bradrick's
appointment to the Board. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
The information in this Current Report on Form 8-K under Item 7.01, including
the information contained in Exhibit 99.1, is being furnished to the Securities
and Exchange Commission, and shall not be deemed to be "filed" for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that section, and shall not be
deemed to be incorporated by reference into any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as shall be expressly set forth
by a specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Exhibit
99.1 Press release, dated January 13, 2022, issued by Dermata
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