Item 1.01 Entry Into a Material Definitive Agreement.
On April 20, 2022, Dermata Therapeutics, Inc., a Delaware corporation (the
"Company"), entered into a Securities Purchase Agreement ("Purchase Agreement")
with an institutional investor (the "Purchaser") pursuant to which the Purchaser
agreed to purchase, and the Company agreed to issue and sell to the Purchaser in
a private placement, an aggregate of 898,585 shares ("Shares") of the Company's
common stock, $0.0001 par value ("Common Stock"), pre-funded warrants to
purchase up to 2,875,000 shares of Common Stock (the "Pre Funded Warrants") and
warrants (the "Common Stock Warrants" and together with the Pre Funded Warrants,
the "Warrants") to purchase up to 3,773,585 shares of Common Stock (the "Private
Placement"). The purchase price per Share and associated Common Stock Warrant
was $1.325 and the purchase price per Pre Funded Warrant and associated Common
Stock Warrant was $1.3249. Each Common Stock Warrant entitles the holder to
purchase one share of Common Stock at an exercise price of $1.325 per share.
Each Pre Funded Warrant entitles the holder to purchase one share of Common
Stock at an exercise price of $0.0001 per share. The Common Stock Warrants
are exercisable for a period of five years commencing on the issuance date and
the Pre Funded Warrants are exercisable until exercised. The Warrants also
contain customary beneficial ownership limitations that may be waived at the
option of each holder upon 61 days' notice to the Company. The Private Placement
closed on April 25, 2022. The gross proceeds to the Company, before deducting
placement agent fees and other offering expenses, are approximately $5.0
million.
The Purchase Agreement includes standard representations, warranties and
covenants of the Company and Purchaser.
The Company intends to use the net proceeds from the Private Placement for
general working capital and general corporate purposes.
On April 20, 2022, in connection with the Private Placement, the Company entered
into a registration rights agreement (the "Registration Rights Agreement") with
the Purchaser, pursuant to which the Company agreed to file a registration
statement on Form S-1 with the Securities and Exchange Commission (the "SEC") to
register for resale the Shares and any shares of the Company's common stock
issuable upon exercise of the Warrants within 15 days of the closing of the
Private Placement, with such registration statement becoming effective within 45
days after the closing of the Private Placement, subject to adjustment in the
event of a review by the SEC. The Company is subject to customary penalties and
liquidated damages in the event it does not meet certain filing requirements and
deadlines set forth in the Registration Rights Agreement.
Pursuant to a placement agent agreement (the "Placement Agent Agreement"), Maxim
Group, LLC (the "Placement Agent') was engaged by the Company to act as its
placement agent for the Private Placement. The Company agreed to pay the
Placement Agent a cash fee equal to 7.0% of the gross proceeds received by the
Company in the Private Placement, in addition to the reimbursement of certain
expenses.
The foregoing descriptions of the Purchase Agreement, the Common Stock Warrants,
the Pre Funded Warrants, the Registration Rights Agreement and the Placement
Agent Agreement do not purport to be complete and are qualified by reference to
the full text of such agreements, which are attached to this Current Report on
Form 8-K as Exhibits 4.1, 4.2, 10.1, 10.2 and 10.3, respectively, and are
incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosures set forth in Item 1.01 above related to the Private Placement
are incorporated by reference into this Item 3.02. The Shares, the Warrants and
the shares of Common Stock underlying the Warrants have not been registered
under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to
the Registration Statement and are instead being offered pursuant to the
exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b)
promulgated thereunder.
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Item 8.01 Other Information.
On April 21, 2022, the Company issued a press release announcing the Private
Placement and on April 25, 2022 the Company issued a press release announcing
the closing of the Private Placement. Copies of the press releases are attached
to this Current Report on Form 8-K as Exhibit 99.1 and 99.2, respectively, and
are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Exhibit
4.1 Form of Common Stock Warrant
4.2 Form of Pre Funded Warrant
Form of Securities Purchase Agreement dated April 20, 2022 between
10.1 the Company and the Purchaser
Form of Registration Rights Agreement dated April 20, 2022 between
10.2 the Company and the Purchaser
Form of Placement Agent Agreement dated April 20, 2022 between the
10.3 Company and the Placement Agent.
99.1 Press release, dated April 21, 2022, issued by Dermata
Therapeutics, Inc.
99.2 Press release, dated April 25, 2022, issued by Dermata
Therapeutics, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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