Dermata Therapeutics, Inc. 8-K

What Happened

• Dermata Therapeutics, Inc. (DRMA) filed an 8-K reporting results of its May 27, 2026 Annual Meeting. Shareholders elected three Class II directors (David Hale, Steven Mento, Ph.D., and Brittany Bradrick) to serve until the 2029 annual meeting and approved several governance and financing-related proposals, including an amendment to increase the company’s 2021 Omnibus Equity Incentive Plan to 402,214 shares. The 2021 Plan amendment is filed as Exhibit 10.1 to the 8-K.

Key Details

• Total shares represented at the meeting: 2,374,471 common shares (approximately 59% of outstanding voting stock).
• Directors elected: David Hale (For: 1,258,269; Withheld: 47,546; Broker non-votes: 1,068,656), Steven Mento, Ph.D. (For: 1,258,871; Withheld: 46,944; Broker non-votes: 1,068,656), Brittany Bradrick (For: 1,262,134; Withheld: 43,681; Broker non-votes: 1,068,656).
• Auditor ratified: CBIZ CPAs P.C. approved (For: 2,329,537; Against: 43,122; Abstain: 1,812).
• Capital and warrant matters approved:
  • Issuance Proposal (Nasdaq Rule 5635(d) compliance for warrants tied to Dec 23, 2025 securities purchase agreement): For 315,477; Against 22,696; Abstain 967,642; Broker non-votes 1,068,656.
  • Warrant Repricing Proposal (reprice warrants for up to 120,734 shares): For 439,573; Against 21,203; Abstain 845,039; Broker non-votes 1,068,656.
• Plan Amendment Proposal approved to raise the 2021 Plan reserve to 402,214 shares (For 1,243,540; Against 47,441; Abstain 14,834; Broker non-votes 1,068,656).
• Adjournment proposal to allow additional voting if needed was also approved (For 1,269,857; Against 21,137; Abstain 14,821).

Why It Matters

• The approved increase to the 2021 equity plan (402,214 shares) expands the pool of stock available for grants to employees, directors and consultants, which can support hiring and retention but may dilute existing shareholders as awards are issued.
• Approval of the issuance and warrant repricing proposals clears the way for previously disclosed financings and warrant adjustments tied to the company’s December 2025 and January 2025 financing documents; these actions affect up to 120,734 warrant shares and could change potential future share issuance.
• Re-election of the three directors and ratification of the independent auditor are routine governance outcomes that maintain board continuity and the company’s audit relationship.

Keywords: annual meeting, equity plan, stock awards, warrant repricing, directors elected, auditor ratified, dilution.