Dermata Therapeutics (DRMA) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 27, 2026, to be held virtually, with voting on key proposals including director elections, auditor ratification, warrant issuances, warrant repricing, equity plan amendment, and potential adjournment.

• Board recommends voting FOR all director nominees and each proposal on the agenda.

• Proxy materials and annual report for fiscal year ended December 31, 2025, are available online.

• Forward-looking statements highlight risks and uncertainties, referencing risk factors in the annual report.

Voting matters and shareholder proposals

• Election of three Class II directors to serve until the 2029 annual meeting.

• Ratification of CBIZ CPAs P.C. as independent auditor for 2026.

• Approval of issuance of shares underlying certain warrants, potentially exceeding 20% of outstanding common stock, to comply with Nasdaq rules.

• Approval of repricing of warrants for up to 120,734 shares, reducing exercise price from $12.70 to $2.04 per share.

• Amendment to the 2021 Omnibus Equity Incentive Plan to increase reserved shares to 402,214.

• Approval to adjourn the meeting if necessary to solicit additional proxies for key proposals.

• Procedures for shareholder proposals and director nominations for the 2027 meeting are outlined.

Board of directors and corporate governance

• Board consists of seven directors divided into three staggered classes; all directors except the CEO are independent.

• Board met 21 times in 2025; all directors attended at least 75% of meetings.

• Committees include Audit, Compensation, and Nominating & Corporate Governance, each with defined responsibilities and independent members.

• Annual board and committee evaluations are conducted.

• Code of Business Conduct and Ethics, anti-hedging, and insider trading policies are in place.

• Directors may only be removed for cause; vacancies filled by board majority.