Dermata raises $4.1M (up to $12.4M) in private placement at $2.04/share for OTC acne kit launch

On December 23, 2025, Dermata Therapeutics, Inc. (the “ Company ”) entered into a securities purchase agreement (the “ Purchase Agreement ”) with certain institutional and accredited investors for the issuance and sale in a private placement (the “ Private Placement ”) of (i) 1,484,312 shares (the “ Shares ”) of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”), (ii) pre-funded warrants (“ Pre-Funded Warrants ”) to purchase up to 537,750 shares of Common Stock, at an exercise price of $0.001 per share, (iii) series C warrants (the “ Series C Warrants ”) to purchase up to 2,022,062 shares of Common Stock, and (iv) series D warrants (the “ Series D Warrants ” together with the Series C Warrants, the “ Warrants ”) to purchase up to 2,022,062 shares of Common Stock.

Pursuant to the Engagement Letter, the Company paid Wainwright (i) a cash fee equal to (x) 7.0% of the aggregate gross proceeds of the Private Placement raised from outside institutional and accredited investors, and (y) 3.5% of the aggregate gross proceeds of the Private Placement raised from insider investors, (iii) a management fee of 1.0% of the aggregate gross proceeds of the Private Placement, (iv) a non-accountable expense allowance of $25,000, and (v) an out-of-pocket expense allowance of $40,000.

Pursuant to warrant amendment agreements each dated December 23, 2025, among the Company and certain holders of the Company’s outstanding warrants that participated as investors in the Private Placement (collectively, the “ Warrant Amendment Agreements ”), the Company amended certain outstanding warrants to purchase up to an aggregate of 120,734 share

In connection with the Private Placement, the Company entered into a registration rights agreement (the “ Registration Rights Agreement ”), dated as of December 23, 2025, with the investors, pursuant to which the Company agreed to prepare and file a registration statement with the Securities and Exchange Commission (the “ SEC ”) registering the resale of the Shares and the shares of Common Stock underlying the Pre-Funded Warrants and the Warrants no later than thirty (30) days after the date of the Registration Rights Agreement (the “ Registration Statement ”), and to use its best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than sixty (60) days following the date of the Registration Rights Agreement (or ninety (90) days following the date of the Registration Rights Agreement in the event of a “full review” by the SEC).