SEC FORM 3

SEC Form 3

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^*

Proehl Investment Ventures LLC

(Last)

(First)

(Middle)

3525 DEL MAR HEIGHTS RD., #332

(Street)

SAN DIEGO

92130

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/12/2021

3. Issuer Name and Ticker or Trading Symbol
Dermata Therapeutics, Inc. [ DRMA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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	917,317⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series 1d Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	2,436,657⁽²⁾	⁽²⁾	D
Series 1a Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	2,295,000⁽³⁾	⁽³⁾	D
Series 1b Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	3,722,500⁽⁴⁾	⁽⁴⁾	D
Series 1c Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	25,582,050⁽⁵⁾	⁽⁵⁾	D
Series 1 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	1,755,622⁽⁶⁾	⁽⁶⁾	D
Series 1a Warrants	11/15/2016	03/14/2026	Common Stock	573,750⁽⁷⁾	⁽⁷⁾	D

Explanation of Responses:

1. Shares reported reflect the 1 for 20.5 stock split effected July 1, 2021 (the "Stock Split").

2. 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 361,147 shares of Common Stock of the Issuer upon consummation of the IPO. The conversion ratio reflects the Stock Split.

3. 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 111,951 shares of Common Stock of the Issuer upon consummation of the IPO. The conversion ratio reflects the Stock Split.

4. 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 181,585 shares of Common Stock of the Issuer upon consummation of the IPO. The conversion ratio reflects the Stock Split.

5. 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 1,247,904 shares of Common Stock of the Issuer upon consummation of the IPO. The conversion ratio reflects the Stock Split.

6. 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 85,640 shares of Common Stock of the Issuer upon consummation of the IPO. The conversion ratio reflects the Stock Split.

7. 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 27,987 shares of Common Stock of the Issuer upon consummation of the IPO. The conversion ratio and exercise price reflect the Stock Split.

Remarks:

Exhibit 24- Power of Attorney

	/s/ Gerald T. Proehl, Managing Member	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.
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