DRMA Dermata Therapeutics, Inc. - 8-K

Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.

On
May 27, 2026, Dermata Therapeutics, Inc. (the “ Company ”) held its 2026 Annual Meeting of Stockholders (the
“ Annual Meeting ”). At the Annual Meeting, shareholders approved an amendment to the Company’s 2021 Omnibus
Equity Incentive Plan (the “ 2021 Plan ”) to increase the number of shares available for issuance thereunder
to 402,214 shares (the “ Plan Amendment ”).

The
foregoing description of the Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the full
text of the Plan Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item
5.07 Submission of Matters to a Vote of Security Holders.

At
the Annual Meeting, 2,374,471 common
shares, or approximately 59% of
the outstanding shares of common stock entitled to vote, were represented by proxy or in person. The matters voted on at the Annual Meeting
were: (1) the election of three Class II directors; (2) the ratification of the appointment of CBIZ CPAs P.C.
as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2026 (the “ Auditor Proposal ”); (3) the approval, for purposes
of complying with Nasdaq Listing Rule 5635(d), of the issuance of shares of the Company’s common stock, par value $0.0001 per share
(“ Common Stock ”), underlying certain warrants issued by the Company pursuant to that certain Securities Purchase
Agreement, dated as of December 23, 2025, by and among the Company and the investors named on the signatory pages thereto, and the Engagement
Letter, as amended, between the Company and H.C. Wainwright & Co., LLC, dated as of September 10, 2024 (the “ Engagement
Letter ”), in an amount equal to or in excess of 20% of the Common Stock outstanding immediately prior to the issuance of
such warrants (the “ Issuance Proposal ”); (4) the approval of the repricing of warrants exercisable for up to
120,734 shares of Common Stock issued by the Company to investors pursuant to certain securities purchase agreements, each dated as of
January 21, 2025, and each as amended on December 23, 2025 (the “ Warrant Repricing Proposal ”); (5) the approval
of an amendment to the 2021 Plan to increase the maximum aggregate number of shares of Common Stock reserved for issuance under the 2021
Plan to 402,214 shares (the “ Plan Amendment Proposal ”); and (6) the approval of the adjournment of the Annual
Meeting to the extent there are insufficient votes at the Annual Meeting to approve the Issuance Proposal, the Repricing Proposal and/or
the Plan Amendment Proposal (the “ Adjournment Proposal ”). The final voting results were as follows:

1.
The stockholders elected David Hale, Steven Mento, Ph.D. and Brittany Bradrick as Class II directors to serve until the 2029 annual meeting
and until their successors have been duly elected and qualified. The votes were cast for this matter as follows:

Nominee

For

Withheld

Broker
Non-Votes

David Hale

1,258,269

47,546

1,068,656

Steven Mento Ph.D.

1,258,871

46,944

1,068,656

Brittany Bradrick

1,262,134

43,681

1,068,656

2.
The Auditor Proposal was approved based upon the following votes:

For

Against

Abstain

2,329,537

43,122

1,812

3.
The Issuance Proposal was approved based upon the following votes:

For

Against

Abstain

Broker
Non-Votes

315,477

22,696

967,642

1,068,656

4.
The Warrant Repricing Proposal was approved based upon the following votes:

For

Against

Abstain

Broker
Non-Votes

439,573

21,203

845,039

1,068,656

5.
The Plan Amendment Proposal was approved based upon the following votes:

For

Against

Abstain

Broker
Non-Votes

1,243,540

47,441

14,834

1,068,656

6.
The Adjournment Proposal was approved based upon the following votes:

For

Against

Abstain

1,269,857

21,137

14,821

Item
9.01 Financial Statements and Exhibits.

(d)
Exhibits

Exhibit
No.

Description

10.1

Fourth Amendment to the
Dermata Therapeutics, Inc. 2021 Omnibus Equity Incentive Plan.

104

Cover Page Interactive Data File (embedded
within the Inline XBRL document).