Amendment: SEC Form SCHEDULE 13D/A filed by Dermata Therapeutics Inc.
$DRMA
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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Dermata Therapeutics, Inc. (Name of Issuer) |
Common Stock, Par Value $0.0001 Per Share. (Title of Class of Securities) |
249845405 (CUSIP Number) |
Gerald T. Proehl President and Chief Executive Officer, 3525 Del Mar Heights Rd., #322 San Diego, CA, 92130 (973) 701-2431 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/27/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 249845405 |
| 1 |
Name of reporting person
PROEHL GERALD T | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
804,098.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
13.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
See Item 5 for additional information.
SCHEDULE 13D
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| CUSIP No. | 249845405 |
| 1 |
Name of reporting person
Proehl Investment Ventures LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CALIFORNIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
799,624.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
See Item 5 for additional information.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, Par Value $0.0001 Per Share. | |
| (b) | Name of Issuer:
Dermata Therapeutics, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
3525 Del Mar Heights Rd., #322, San Diego,
CALIFORNIA
, 92130. | |
Item 1 Comment:
This Amendment No. 7 (this "Amendment") amends and supplements the Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on August 27, 2021, as amended on April 25, 2022, January 13, 2023, March 30, 2023, January 23, 2025 February 13, 2025 and April 3, 2025 (collectively, the "Schedule 13D"). Except as specifically provided herein, this Amendment does not modify or amend any of the information previously reported in the Schedule 13D. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
This Amendment is being filed solely to correct the number of the Issuer's shares of Common Stock outstanding and percentage of securities beneficially owned by the Reporting Persons as of the date hereof, which was incorrectly reported in Amendment No. 6, filed on April 3, 2025, and not as a result of any transaction in the securities of the Issuer. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained in rows 7, 8, 9, 10, 11 and 13 of the cover pages of this Schedule 13D and the information set forth in or incorporated by reference in Item 2 and Item 3 of the Schedule 13D is hereby incorporated by reference in its entirety into this Item 5. As of the date hereof, Mr. Proehl may be deemed to beneficially own an aggregate of 804,098 shares of Common Stock reported herein as follows: (i) 247 shares of Common Stock and stock options to purchase 2,777 shares of Common Stock held directly by Mr. Proehl; (ii) 799,508 shares of Common Stock and warrants to purchase up to 116 shares of Common Stock held directly by Proehl Investment Ventures LLC ("PIV"); (iii) 855 shares of Common Stock and warrants to purchase up to 595 shares of Common Stock held in the aggregate by certain trusts (the "Trusts") for which Mr. Proehl is trustee. Mr. Proehl's reported ownership excludes (i) 50,556 shares of Common Stock underlying stock options held by Mr. Proehl that will not vest as to such shares of Common Stock within sixty (60) days of the date hereof, and (ii) 787,402 shares of Common Stock underlying a warrant that is not exercisable within sixty (60) days of the date hereof. As a result of the foregoing, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Proehl may be deemed to beneficially own 13.3% of the Common Stock of the Issuer outstanding as of the date hereof (based on 6,032,648 shares of Common Stock outstanding as of March 27, 2025 based on information obtained from the Issuer). As of the date hereof, PIV may be deemed to be the beneficial owner of an aggregate of 799,624 shares of Common Stock reported herein as follows: (i) 799,508 shares of Common Stock and (ii) warrants to purchase up to 116 shares of Common Stock. As a result of the foregoing, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, PIV may be deemed to beneficially own 13.3% of the Common Stock of the Issuer outstanding as of the date hereof (based on 6,032,648 shares of Common Stock outstanding as of March 27, 2025 based on information obtained from the Issuer). | |
| (b) | As of the date hereof, Mr. Proehl may be deemed to be the beneficial owner of an aggregate of 804,098 shares of Common stock, all of which he has sole voting and dispositive power. As of the date hereof, PIV may be deemed to be the beneficial owner of an aggregate of 799,624 shares of Common stock, for all of which voting and dispositive power is held by Mr. Proehl, as PIV's managing member. | |
| (c) | During the sixty (60) days on or prior to March 27, 2025, there were no purchases or sales of shares of Common Stock, or securities convertible into or exchangeable for shares of Common Stock, by the Reporting Persons or any person or entity for which the Reporting Persons possess voting or dispositive control over the securities thereof. | |
| (d) | None. | |
| (e) | Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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