FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/12/2021 |
3. Issuer Name and Ticker or Trading Symbol
Dermata Therapeutics, Inc. [ DRMA ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 3,658(1) | D | |
Common Stock | 12,195(1) | I | By Hale Trading Company LP(9) |
Common Stock | 254,634(1) | I | By Hale BioVentures LLC(9) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Stock Option (Right to Buy) | 03/31/2021 | 03/31/2031 | Common Stock | 12,194(1) | $5.74 | D | |
Stock Option (Right to Buy) | (2) | 03/31/2031 | Common Stock | 4,878(1) | $5.74 | D | |
Series 1d Preferred Stock | (3) | (3) | Common Stock | 302,112(3) | (3) | I | By Hale BioVentures LLC(9) |
Series 1a Preferred Stock | (4) | (4) | Common Stock | 250,000(4) | (4) | I | By Hale BioVentures LLC(9) |
Series 1b Preferred Stock | (5) | (5) | Common Stock | 410,000(5) | (5) | I | By Hale BioVentures LLC(9) |
Series 1c Preferred Stock | (6) | (6) | Common Stock | 3,571,428(6) | (6) | I | By Hale BioVentures LLC(9) |
Series 1 Preferred Stock | (7) | (7) | Common Stock | 555,622(7) | (7) | I | By Hale BioVentures LLC(9) |
Series 1a Warrants | 11/15/2016 | 03/14/2026 | Common Stock | 62,500(8) | (8) | I | By Hale BioVentures LLC(9) |
Explanation of Responses: |
1. Shares reported reflect the 1 for 20.5 stock split effected July 1, 2021 (the "Stock Split"). |
2. Options vest in 12 equal monthly installments commencing January 1, 2021. |
3. The Series 1d Preferred Stock is convertible into shares of Common Stock at a conversion ratio equal to 80% of the offering price in connection with the Issuer's initial public offering ("IPO"). All shares of Series 1d Preferred Stock will be converted into 44,777 shares of Common Stock of the Issuer upon consummation of the IPO. The conversion ratio reflects the Stock Split. |
4. The Series 1a Preferred Stock is convertible into shares of Common Stock in connection with the Issuer's IPO. All shares of Series 1a Preferred Stock will be converted into 12,195 shares of Common Stock of the Issuer upon consummation of the IPO. The conversion ratio reflects the Stock Split. |
5. The Series 1b Preferred Stock is convertible into shares of Common Stock in connection with the Issuer's IPO. All shares of Series 1b Preferred Stock will be converted into 20,000 shares of Common Stock of the Issuer upon consummation of the IPO. The conversion ratio reflects the Stock Split. |
6. The Series 1c Preferred Stock is convertible into shares of Common Stock in connection with the Issuer's IPO. All shares of Series 1c Preferred Stock will be converted into 174,216 shares of Common Stock of the Issuer upon consummation of the IPO. The conversion ratio reflects the Stock Split. |
7. The Series 1 Preferred Stock is convertible into shares of Common Stock in connection with the Issuer's IPO. All shares of Series 1 Preferred Stock will be converted into 27,103 shares of Common Stock of the Issuer upon consummation of the IPO. The conversion ratio reflects the Stock Split. |
8. The Series 1a Preferred Warrants are convertible into warrants to purchase Common Stock in connection with the Issuer's IPO. All Series 1a Preferred Warrants will be converted into warrants exercisable at $20.50 per share, to purchase up to 3,048 shares of Common Stock of the Issuer upon consummation of the IPO. The conversion ratio and exercise price reflect the Stock Split. |
9. Reporting person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
Remarks: |
Exhibit 24- Power of Attorney |
/s/ Gerald T. Proehl, Attorney-in Fact | 08/12/2021 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |